Carnie Andrew 4
4 · Soho House & Co Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Soho House (SHCO) CEO Carnie Andrew Converts 441,590 Shares in Merger
What Happened
Carnie Andrew, CEO of Soho House & Co. Inc. (SHCO), had 441,590 shares of the company's Class A common stock disposed of to the issuer on January 29, 2026 as part of the merger described in the filing. Those shares were cancelled and converted into the right to receive $9.00 per share in cash, for a total of $3,974,310 (before any applicable tax withholdings). This was a merger-related disposition to the issuer, not an open-market sale.
Key Details
- Transaction date: January 29, 2026; Form 4 filed February 2, 2026 (appears timely).
- Transaction type/code: Disposition to issuer (D) under the Merger Agreement.
- Price / consideration: $9.00 per share in cash; total ≈ $3,974,310, subject to withholding. (See footnote F2.)
- Shares disposed: 441,590 shares were cancelled and converted to cash.
- Shares owned after transaction: The filing states remaining shares were irrevocably designated as "Rollover Shares" and remain outstanding per the Rollover Agreement (footnote F3); the filing does not state an exact post-transaction share count.
- Footnotes: F1 — merger of MergerSub into the issuer; F2 — cancelled shares converted to $9.00/share cash; F3 — some shares designated as Rollover Shares and retained.
Context
This was a corporate, merger-related conversion of shares into cash under the Merger Agreement and Rollover Agreement, not a market sale or purchase. For retail investors, such dispositions reflect transaction terms of the deal (price negotiated in the merger) rather than an insider trading signal about the company’s near-term prospects.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3]2026-01-29−441,590→ 662,385 total
Footnotes (3)
- [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 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, 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.