Soho House & Co Inc.·4

Feb 2, 4:18 PM ET

Zhukova Daria 4

4 · Soho House & Co Inc. · Filed Feb 2, 2026

Research Summary

AI-generated summary of this filing

Updated

Soho House (SHCO) Director Daria Zhukova Disposes 70,154 Shares

What Happened Daria Zhukova, a director of Soho House & Co. Inc. (SHCO), recorded a disposition of 70,154 shares on January 29, 2026. The Form 4 shows the transaction as a disposition to the issuer (code D) with price listed as N/A, but a filing footnote states these Class A shares were cancelled in a Merger and converted into the right to receive $9.00 per share in cash (total ≈ $631,386), subject to applicable withholding taxes.

Key Details

  • Transaction date: January 29, 2026 (reported on Form 4 filed February 2, 2026). Filing appears timely (filed within two business days).
  • Transaction type/code: Disposition to issuer (D) — conversion/cancellation due to Merger.
  • Price/consideration: $9.00 per share per footnote; cash received ≈ $631,386 (70,154 × $9.00), subject to withholding.
  • Shares owned after transaction: Not specified in the filing; the reported shares were cancelled as part of the Merger.
  • Relevant footnotes: F1 — merger of MergerSub into the Issuer under the Merger Agreement; F2 — shares were cancelled and converted into cash at $9.00/share.
  • No indication of a 10b5‑1 plan, gift, option exercise, or late filing in this report.

Context This was a merger-related corporate disposition (shares cancelled and converted to cash), not an open-market sale by the director. Such company-level transactions are routine outcomes of M&A activity and do not necessarily reflect the insider’s trading sentiment.

Insider Transaction Report

Form 4Exit
Period: 2026-01-29
Transactions
  • Disposition to Issuer

    Class A Common Stock

    [F1][F2]
    2026-01-2970,1540 total
Footnotes (2)
  • [F1]On January 29, 2026, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 15, 2025 (the "Merger Agreement"), by and among the Issuer, EH Parent LLC, a Delaware limited liability company and an affiliate of The Yucaipa Companies LLC, a Delaware limited liability company ("Parent"), and EH MergerSub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
  • [F2]At the effective time of the Merger, and pursuant to the terms of the Merger Agreement, these shares of the Issuer's Class A common stock were cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest thereon and subject to applicable withholding taxes.
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Daria Zhukova|2026-02-02

Documents

1 file
  • 4
    form4.xmlPrimary