Kutcher Ashton 4

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.