Soho House & Co Inc. Files 8-K with Material Agreements and Officer Changes

TL;DR

Soho House 8-K: Material agreements signed, board/officer changes announced. Big moves happening.

AI Summary

Soho House & Co Inc. announced on August 15, 2025, a material definitive agreement and changes in its board and officer composition. The company also provided a Regulation FD disclosure and reported other events, including financial statements and exhibits. This filing follows the company's previous name change from Membership Collective Group Inc. on February 17, 2021.

Why It Matters

This 8-K filing signals significant corporate actions, including new agreements and potential leadership shifts, which could impact the company's strategic direction and operational performance.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and changes in officers, which can introduce uncertainty and potential strategic shifts.

Key Players & Entities

• Soho House & Co Inc. (company) — Registrant
• Membership Collective Group Inc. (company) — Former company name
• August 15, 2025 (date) — Date of earliest event reported
• February 17, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share SHCO New York Stock Excha
• $9 — t to receive cash in an amount equal to $9.00, without interest thereon (the " Per
• $20,000,000 — quity Investors ") a termination fee of $20,000,000 (" Company Termination Fee "). The Comp
• $10,000,000 — ger Sub an aggregate termination fee of $10,000,000 if (i) the Company terminates the Merge
• $845 million — ing in an aggregate principal amount of $845 million on the terms and subject to the conditi
• $67 million — pany is required to put in no more than $67 million in balance sheet cash to pay proceeds i

Filing Documents

• d921953d8k.htm (8-K) — 80KB
• d921953dex21.htm (EX-2.1) — 623KB
• d921953dex101.htm (EX-10.1) — 83KB
• d921953dex991.htm (EX-99.1) — 27KB
• d921953dex992.htm (EX-99.2) — 4KB
• 0001193125-25-182169.txt ( ) — 1135KB
• shco-20250815.xsd (EX-101.SCH) — 3KB
• shco-20250815_lab.xml (EX-101.LAB) — 18KB
• shco-20250815_pre.xml (EX-101.PRE) — 11KB
• d921953d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 180 Strand London WC2R 1EA United Kingdom WC2R 1EA (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: + 44 (0) 207 8512 300 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.01 per share SHCO New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act Item1.01. Entry into a Material Definitive Agreement. On August 15, 2025, Soho House & Co Inc., a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with EH Parent LLC, a Delaware limited liability company and an affiliate of Yucaipa (" Parent "), EH MergerSub Inc., a Delaware corporation and wholly owned subsidiary of Parent (" Merger Sub ", and together with Parent, the " Buyer Parties "), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the " Merger "). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement. A special committee (the " Special Committee ") of independent and disinterested members of the Company's board of directors (the " Company Board ") unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Support Agreements (as defined below), are advisable, fair to, and in the best interests of, the Company and the Unaffiliated Company Stockholders. The Special Committee adopted resolutions recommending that the Company Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Support Agreements. The resolutions adopted by the Special Committee further recommended that the Company Board submit the Merger Agreement to the Company Stockholders for their adoption, and recommend that the Company Stockholders vote in favor of the adoption of the Merger Agreement. As of the date hereof, the Special Committee's recommendation has not been withdrawn, rescinded or modified. The Company Board determined that the Merger Agreement, including the Support Agreements, and the transactions contemplated thereby are advisable, fair to and in the best interests of, the Company and the Company Stockholders, including the Unaffiliated Company Stockholders. At the effective time of the Merger (the " Effective Time "): (i) each share of common stock, par value $0.01 per share, of Merger Sub that is outstanding as of immediately prior to the Effective Time (other than the Parent Owned Merger Sub Shares) will be cancelled and extinguished and automatically converted into one validly issued, fully paid and nonassessable share of Class A common stock, par value $0.01 per share, of the Company (each, a " Class A Common Stock "); (ii) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares, the Rollover Shares, Dissenting Company Shares and shares of Class A Common Stock issued pursuant to Section 2.8 of the Merger Agreement) will be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $9.00, without interest thereon (the " Per Share Price "); and (iii) each share of Company Common Stock that is (A) held by t

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