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Third Point LLC and Daniel S. Loeb previously reported beneficial ownership equal to 5,171,676 shares of Soho House & Co Inc. Class A common stock, representing 9.65% of the outstanding shares as of August 5, 2025. The Schedule 13D/A states that those shares were sold on August 18, 2025, and that the reporting persons now beneficially own 0 shares (0.00%). The filing confirms the reporting persons no longer have voting or dispositive power over any Class A shares and ceased to be owners of more than five percent of the class. The filing attaches a Schedule A listing transactions in the prior 60 days.

Soho House & Co Inc. Schedule 13D/A reports that multiple Goldman Sachs reporting persons collectively beneficially own 15,762,233 shares of Class A common stock (approximately 29.4% of Class A outstanding). The amendment discloses a merger agreement dated August 15, 2025 under which each non-exempt share of Class A and Class B will be converted into $9.00 cash per share if the merger closes, and the Company鈥檚 Class A shares will be delisted and deregistered upon consummation. GS entities entered a Rollover and Support Agreement agreeing to vote in favor of the merger and designated 13,973,957 of their Class A shares as Rollover Shares. GS-affiliated funds may provide new debt financing to a subsidiary of the Issuer in an aggregate principal amount of $75 million. The GS side letter contemplates reimbursement up to $500,000 and potential conversion of up to 7,763,310 Rollover Shares to cash if incremental equity funding is obtained.

Ronald W. Burkle purchased 4,400,000 Class B common shares of Soho House & Co Inc. (SHCO) on 08/15/2025 at $6.00 per share in a private transaction for $26,400,000. Those Class B shares are convertible one-for-one into Class A shares and, if transferred to a non-permitted holder, automatically convert into Class A shares. The filing discloses a contingent obligation: if the merger described in the Merger Agreement (which sets a $9.00 per share cash consideration) closes within 12 months, Mr. Burkle must pay or transfer to the seller 50% of the per-share difference above his $6.00 purchase price, equal to $6,600,000 based on the $9.00 merger price. The filing also lists substantial indirect Class A holdings controlled by entities affiliated with Mr. Burkle and notes the Voting Group controls over 90% of combined voting power when voting together.

Nick Jones, a founder, reported the sale of 4,400,000 shares of Class B common stock of Soho House & Co Inc. (SHCO) on 08/15/2025 for an aggregate $26,400,000, or $6.00 per share, in a private transaction with Ronald Burkle. The filing notes an additional contingent payment provision: if the Merger Agreement dated 08/15/2025 is consummated at the $9.00 per share price in that agreement within 12 months, Mr. Burkle will pay Jones 50% of the per-share difference above the $6.00 sale price, which would equal $6,600,000 in aggregate (an additional $1.50 per Subject Share) based on the stated merger price.

The filing shows Jones beneficially owns 4,367,615 shares of Class A common stock following the transaction. It also discloses that Jones and several other parties form a Voting Group that holds all issued Class B shares and, when combined, controls over 90% of the company鈥檚 voting power.

Soho House & Co. and certain large shareholders entered into a definitive Merger Agreement on August 15, 2025, under which Merger Sub will merge into the company and outstanding public shares will be converted into cash at $9.00 per share (the Per Share Price) subject to customary conditions. If completed, Class A shares will be delisted from the NYSE and deregistered.

The filing shows a Voting Group that holds all issued Class B shares and, on a converted basis, may beneficially own 73.5% of Class A equivalents. The transaction contemplates $264.6 million in equity commitments and potential debt financing commitments aggregating $845 million, with up to $67 million of company cash to be used in the transaction.

Soho House & Co Inc. entered into a definitive Agreement and Plan of Merger with EH Parent LLC (an affiliate of Yucaipa) and its subsidiary Merger Sub to take the company private. Under the agreement each outstanding share will be converted into the right to receive $9.00 cash per share. Unvested non-employee RSUs will be cancelled for cash equal to the per-share price times the number of RSUs, subject to limited rollover treatment for certain holders who may receive cash and/or Class A shares as specified in their support agreements. The merger is subject to customary conditions including regulatory clearances, funding of debt financing, accuracy of representations and absence of a Company Material Adverse Effect. A $20,000,000 termination fee applies in certain circumstances. The filing also discloses a CFO transition naming Neil Thomson as CFO and separation arrangements for Thomas Allen, including 14 months' base salary, up to 12 months of company-paid health insurance, and 178,571 additional RSUs to support transition.

Soho House & Co (SHCO) delivered a sharp turnaround in Q2 FY25. Total revenue rose 9% YoY to $329.8 m, led by membership fees +16% and steady in-house F&B sales. Cost growth was contained, and foreign-exchange gains of $47.4 m plus $22.9 m of business-interruption proceeds boosted results. Operating income swung to $59.7 m profit from a $12.9 m loss; net income reached $24.1 m (diluted EPS $0.13) vs. a $30.2 m loss. Year-to-date net income is $31.6 m, versus a $72.1 m loss last year.

Cash generation improved: $63.8 m operating cash flow for the first half (+51% YoY). Cash & equivalents held steady at $150 m, and the group retains an undrawn 拢75 m ($103 m) RCF. Balance-sheet leverage remains heavy: $730 m gross debt, $138 m property mortgages and $1.40 bn operating-lease liabilities. Shareholders鈥� deficit widened to $349 m as FX translation losses of $35 m offset profits.

Management affirms going-concern status but continues to remediate material weaknesses in internal controls and roll out a new ERP. A $2 m impairment was recorded on idle UK restaurant leases. No guidance was provided, yet management cites strong membership retention and pipeline of 11 signed, not-yet-opened sites.

Soho House & Co Inc. furnished a press release announcing its financial results for the 13-week and 26-week periods ended June 29, 2025. The release is provided as Exhibit 99.1 to this Current Report and is expressly furnished, not filed under the Securities Exchange Act.

The filing identifies the registrant's exchange listing as Class A Common Stock (ticker SHCO) on the New York Stock Exchange and indicates the company is an emerging growth company. This 8-K does not include the substantive financial figures; readers must consult Exhibit 99.1 for detailed results.