Collins Thomas 4
4 · Soho House & Co Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Soho House (SHCO) COO Collins Thomas Sells Shares in Merger
What Happened
Collins Thomas, Chief Operating Officer of Soho House & Co. Inc. (SHCO), had securities cancelled and converted to cash as part of the company’s merger effective January 29, 2026. Specifically, 23,704 Class A shares were cancelled for $9.00 per share (total $213,336). In addition, 133,162 share appreciation rights (SARs) that were treated as derivative securities were cancelled for a cash payment equal to each SAR multiplied by the excess of the $9.00 per-share merger price over each SAR’s base price; the filing does not state a per-SAR payment or a total cash amount for those SARs. These were dispositions to the issuer under the merger agreement, not open‑market sales.
Key Details
- Transaction date: January 29, 2026 (effective at the Merger closing).
- Price: Class A shares cancelled at $9.00 per share; SARs paid in cash based on (Per Share Price − SAR base price). Reporting shows N/A for per‑SAR price and total for the derivative line.
- Shares reported disposed: 23,704 shares (common stock) + 133,162 derivative SARs.
- Shares owned after transaction: filing does not state a total remaining common‑share balance. Several remaining equity awards were designated as “Rollover Shares” and remain outstanding (see footnotes/remarks).
- Footnotes: Merger Agreement converted Class A shares to $9.00 cash; certain shares and vested awards were irrevocably designated as Rollover Shares and remain outstanding; some vested RSUs and additional SARs were also rolled over and are not reported in this Form 4.
- Filing timeliness: Form 4 filed Feb 2, 2026 for a Jan 29 transaction — filing appears timely (within required business‑day window).
- Transaction code: D = disposition to issuer (merger); one line is marked as a derivative security.
Context
These dispositions were part of the Merger (per the Agreement and Plan of Merger) and reflect cancellation/conversion of awards at the merger’s effective time. For the SARs, the cash payout depends on each SAR’s base price (the filing does not provide a total payout figure). The filing also notes multiple awards that were designated as Rollover Shares and remain outstanding after the Merger; those rolled-over amounts are not included in the reported disposals.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3]2026-01-29−23,704→ 35,556 total - Disposition to Issuer
SARs rep Class A Common Stock
[F1][F4][F5]2026-01-29−133,162→ 99,743 totalExercise: $4.00Exp: 2030-08-25→ Class A Common Stock (73,979 underlying)
Footnotes (5)
- [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 (the "Effective Time"), and pursuant to the terms of the Merger Agreement and the Rollover and Support Agreement entered into between the Reporting Person and the Issuer (the "Rollover 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 (the "Per Share Price"), without interest thereon and subject to applicable withholding taxes.
- [F3]Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining shares of Class A common stock as "Rollover Shares," which remain outstanding following the Merger.
- [F4]These share appreciation rights ("SARs") of the Issuer's Class A common stock are fully vested. At the Effective Time, and pursuant to the terms of the Merger Agreement and the Rollover Agreement, these vested SARs were cancelled in exchange for a cash payment equal to the product of (A) each such SAR, multiplied by (B) the excess, if any, of (i) the Per Share Price over (ii) the base price per share of such SAR, without interest and less any required tax withholdings.
- [F5]Pursuant to the terms of the Rollover Agreement, the Reporting Person agreed to irrevocably designate these remaining vested SARs with a $4.00 base price as "Rollover Shares," which remain outstanding following the Merger.