Carnie Andrew 4

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.