Collins Thomas 4

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.