Kutcher Ashton 4

4 · Soho House & Co Inc. · Filed Feb 2, 2026

AI-generated summary of this filing

Updated Feb 2, 2026

Soho House (SHCO) Director Ashton Kutcher Receives 1,646,111 Shares

What Happened

Ashton Kutcher (reported as a director) is the reporting person for an acquisition of 1,646,111 Soho House & Co. Inc. (SHCO) shares on January 29, 2026. The Form 4 lists the transaction as a grant/award/other acquisition (Code A). The form shows N/A for the per-share price, but a footnote states the Merger Sub shares exchanged were acquired for $9.00 per share in cash, implying an aggregate value of about $14.8 million.

Key Details

Transaction date: January 29, 2026; Form 4 filed: February 2, 2026 (timely filing).
Transaction type/code: Grant/Award/Other acquisition (A).
Shares acquired: 1,646,111.
Reported price: N/A on the Form 4; footnote indicates $9.00 per share for the Merger Sub shares used in the exchange (implied value ≈ $14,814,999).
Shares owned after transaction: not specified in the provided filing excerpt.
Footnotes of note:
- F1: Acquisition occurred in connection with a merger (Merger Sub merged into the Issuer); Classact LLC received the shares in exchange for Merger Sub common stock that had been acquired for $9.00/share in cash.
- F2: Kutcher is the managing member of Classact LLC and may be deemed to have voting/dispositive power over these securities but disclaims beneficial ownership except for any pecuniary interest.

Context

This was not an open-market purchase but an exchange of merger consideration to Classact LLC under the Merger Agreement—so it reflects a corporate transaction rather than a personal buy/sell decision. Because Kutcher reports as the managing member of Classact and disclaims direct beneficial ownership except for pecuniary interest, the filing signals an affiliated-entity acquisition rather than a personal insider purchase.

Form 4

Period: 2026-01-29

Director

Transactions

Award
Class A Common Stock
[F1][F2]
2026-01-29+1,646,111→ 1,646,111 total(indirect: By LLC)

Footnotes (2)

[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 ("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"). In connection therewith, Classact LLC acquired the shares reported herein in exchange for shares of Merger Sub's common stock, which were acquired for $9.00 per share in cash.
[F2]The Reporting Person is the managing member of Classact, LLC and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

Signature

/s/ Benedict Nwaeke, attorney-in-fact for Ashton Kutcher|2026-02-02

1 file