Soho House & Co Inc. 8-K

What Happened

• Soho House & Co. Inc. announced on January 9, 2026 that its stockholders approved the Agreement and Plan of Merger with EH Parent LLC (the Merger Agreement), originally entered into on August 15, 2025.
• As of the record date (December 1, 2025) there were 54,149,151 shares of Class A common stock and 141,500,385 shares of Class B common stock outstanding. Voting at the virtual special meeting represented 1,456,765,105 votes (≈99.15% of voting power), establishing a quorum.
• The Merger Proposal received overwhelming support: the Majority Approval passed with 99.14% of the voting power in favor, and the Unaffiliated Approval (votes cast by stockholders not affiliated with certain insiders/buyers) passed with 99.79% in favor.

Key Details

• Record date: December 1, 2025; virtual special meeting held January 9, 2026.
• Votes present: 1,456,765,105 (≈99.15% of voting power).
• Majority Approval tally: For 1,456,638,519; Against 43,547; Abstain 83,039.
• Unaffiliated Approval tally: For 21,141,906; Against 43,547; Abstain 83,039 (abstentions not counted as votes cast for this approval).
• Because the Merger Proposal was approved, an adjournment proposal (to solicit additional proxies if needed) was rendered moot and not voted on.

Why It Matters

• The shareholder approvals clear a major condition required to proceed with the proposed merger/acquisition by EH Parent LLC. For investors, this is a material corporate action that will change ownership/control if and when the transaction closes.
• The very high approval percentages signal broad shareholder support, including from unaffiliated holders, reducing the likelihood of deal-blocking challenges from the shareholder base.
• Next steps and any remaining closing conditions, timing, or regulatory approvals are not detailed in this 8‑K; investors should watch further filings for closing notices, timing, and any impact on listing or capital structure.