GOLDMAN SACHS GROUP INC 4
4 · Soho House & Co Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Soho House (SHCO) 10% Owner Goldman Sachs Sells 1.67M Shares
What Happened Goldman Sachs Group Inc. (reported as a 10% owner via multiple Goldman Sachs entities) disposed of 1,666,666 shares of Soho House & Co. (SHCO) Class A common stock on January 29, 2026, at $9.00 per share, for total consideration of $14,999,994. The reported "sale" reflects shares that were canceled and converted into a right to receive cash under the Agreement and Plan of Merger completed that day — not an open-market trade by an executive.
Following the merger cash-out, the reporting Goldman Sachs entities continue to hold 13,859,953 Class A shares in total across the listed funds/entities.
Key Details
- Transaction date: January 29, 2026
- Transaction code: S (sale/disposition) — cancellation/conversion to cash under merger terms
- Shares disposed: 1,666,666 at $9.00 each = $14,999,994
- Shares held after transaction: 13,859,953 (held across BSPI and multiple West Street / WSSS funds; breakdown provided in filing)
- Reporting persons: Multiple Goldman Sachs entities; Form 4 filed by The Goldman Sachs Group, Inc. as designated filer (this is 1 of 2 identical Form 4s due to >10 reporting persons)
- Footnotes: F2 details that shares were canceled and converted to cash per the Merger Agreement; F1–F4 explain entity relationships and disclaimers of beneficial ownership
- Filing timeliness: Filed Feb 2, 2026 (timely per Section 16 reporting; not flagged as late)
Context This was an institutional/10% owner cash-out tied to a merger (shares were canceled for merger consideration), not an executive selling shares on the open market. Such merger-related dispositions are routine corporate-transaction mechanics and are different from voluntary insider selling or purchases.
Insider Transaction Report
- 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.