Zhukova Daria 4

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.