GOLDMAN SACHS & CO. LLC 4
4 · Soho House & Co Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Soho House (SHCO) — Goldman Sachs (10% Owner) Sells 1.67M Shares
What Happened
Goldman Sachs (reported as a group of affiliated entities and a 10% owner of Soho House & Co Inc., SHCO) recorded a disposition of 1,666,666 Class A shares on January 29, 2026. The shares were canceled and converted to cash under the Agreement and Plan of Merger, receiving $9.00 per share for a total of $14,999,994. This was not an open-market trade but a merger consideration payout.
Key Details
- Transaction date: 2026-01-29; transaction code: S (sale/disposition via merger).
- Price and value: $9.00 per share; total proceeds $14,999,994.
- Shares canceled (converted to cash) by each reporting fund: BSPI 122,404; West Street Fund I 609,920; West Street Fund I-(C) 59,930; WSSS Fund W 750,838; WSSS Fund X 28,276; WSSS Fund I 31,784; WSSS Fund U 33,975; West Street CT PCP 29,539.
- Shares held after the Merger (combined across reporting funds): 13,859,953 shares (breakdown: BSPI 1,017,906; West Street Fund I 5,072,084; West Street Fund I-(C) 498,377; WSSS Fund W 6,243,946; WSSS Fund X 235,144; WSSS Fund I 264,319; WSSS Fund U 282,532; West Street CT PCP 245,645).
- Reporting: Form 4 filed 2026-02-02; filing appears timely. This Form 4 is one of two identical filings due to the >10 reporting persons limit; filed by designated filer The Goldman Sachs Group, Inc.
- Footnotes: Multiple Goldman Sachs affiliates and funds are reporting persons; they disclaim beneficial ownership except to the extent of pecuniary interest.
Context
This transaction reflects an institutional disposition tied to a corporate merger (shares canceled for cash), not an executive selling shares in an open market. For retail investors, merger-related conversions are routine corporate actions and do not necessarily signal insider sentiment about the company's future.
Insider Transaction Report
Form 4
GOLDMAN SACHS GROUP INC
10% Owner
Transactions
- Sale
Class A Common Stock
[F2][F4][F3][F1]2026-01-29$9.00/sh−1,666,666$14,999,994→ 13,859,953 total(indirect: Note)
Footnotes (4)
- [F1]This statement is filed by the Reporting Persons: The Goldman Sachs Group, Inc. ("Goldman Sachs"); Goldman Sachs & Co. LLC; ("GS&Co."); Broad Street Principal Investments, L.L.C. ("BSPI"); Goldman Sachs Asset Management, L.P. ("GSAM LP"); West Street Strategic Solutions Fund I, L.P. ("West Street Fund I"); West Street Strategic Solutions Fund I-(C), L.P. ("West Street Fund I (C)"); WSSS Investments W, LLC, ("WSSS Fund W"); WSSS Investments X, LLC ("WSSS Fund X"); WSSS Investments I, LLC ("WSSS Fund I"); WSSS Investments U, LLC ("WSSS Fund U"); and West Street CT Private Credit Partnership, L.P. ("West Street CT PCP"). GS&Co. is a direct subsidiary of Goldman Sachs. GS&Co. is the manager of BSPI. West Street Fund I, West Street Fund I-(C), WSSS Fund W, WSSS Fund X, WSSS Fund I, WSSS Fund U, and West Street CT PCP (the "GS Funds") are investment vehicles managed by GSAM LP. GSAM LP is an indirect subsidiary of Goldman Sachs.
- [F2]On January 29, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated August 15, 2025, by and among the Issuer, EH Parent LLC ("Parent"), and EH MergerSub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger. In the Merger, 1,666,666 shares of Class A Common Stock directly held in total by BSPI and the GS Funds were canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $9.00 per share, without interest thereon, from the Issuer. Specifically, the number of shares cancelled for the right to receive the merger consideration were as follows: BSPI (122,404 shares); West Street Fund I (609,920 shares); West Street Fund I (C) (59,930 shares); WSSS Fund W (750,838 shares); WSSS Fund X (28,276 shares); WSSS Fund I (31,784 shares); WSSS Fund U (33,975 shares); and West Street CT PCP (29,539 shares).
- [F3]Following the Merger, BSPI and the GS Funds directly held in total 13,859,953 shares of Class A Common Stock as follows: BSPI (1,017,906 shares); West Street Fund I (5,072,084 shares); West Street Fund I (C) (498,377 shares); WSSS Fund W (6,243,946 shares); WSSS Fund X (235,144 shares); WSSS Fund I (264,319 shares); WSSS Fund U (282,532 shares); and West Street CT PCP (245,645 shares).
- [F4]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
Signature
See Exhibit 99.1 for Signatures|2026-02-02