Soho House & Co Inc.

Item 8.01 Other Events. As previously disclosed, on August 15, 2025, Soho House & Co. Inc., a Delaware corporation (“Soho House”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EH Parent LLC, a Delaware limited liability company (“Parent”), and EH MergerSub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Soho House (the “Merger”), with Soho House continuing as the surviving corporation in the Merger. On December 11, 2025, Soho House filed its definitive proxy statement on Schedule 14A (as it may be supplemented from time to time, the “Definitive Proxy Statement”) with the United States Securities and Exchange Commission (the “SEC”) with respect to Soho House’s special meeting of stockholders (the “Special Meeting”) to be held in connection with the transactions contemplated by the Merger Agreement. The Special Meeting is scheduled to be held on January 9, 2026 at 10:00 a.m. Eastern Time (3:00 p.m. Greenwich Mean Time) via a live webcast. Soho House wishes to make certain supplemental disclosures in the Definitive Proxy Statement related to the Merger, which are set forth below. All paragraph headings and page references used herein refer to the headings and pages in the Definitive Proxy Statement before any additions or deletions resulting from the supplemental disclosures set forth herein or any other amendments or supplements, and certain capitalized terms used below, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. The supplemental information is identified below by bold underlined text. Stricken-through text shows text being deleted from a referenced disclosure in the Definitive Proxy Statement. Except as described herein, the information provided in the Definitive Proxy Statement continues to apply. To the extent that information included in this report differs from or conflicts with information contained in the Definitive Proxy Statement, the information set forth in this report shall supersede and/or supplement the information in the Definitive Proxy Statement. Stockholder Letters Soho House has received letters from certain purported stockholders of Soho House, claiming that, among other things, the Definitive Proxy Statement is deficient and demanding that certain corrective disclosures be made (“Stockholder Letters”). Soho House believes that the Definitive Proxy Statement complies with applicable law and that no further disclosure is required. However, solely to avoid the risks and uncertainties inherent in potential litigation and the risk that lawsuits may be filed that could delay or otherwise adversely affect the consummation of the Merger and to minimize the expense of defending such actions, Soho House has decided to voluntarily supplement its disclosures related to the Merger, as set forth below. Nothing in such supplemental disclosures shall be deemed an admission of liability or of the legal necessity or materiality under applicable law of any of the disclosures set forth therein. To the contrary, Soho House specifically denies all allegations in the Stockholder Letters and any assertion that additional disclosure was or is required. Background of the Merger The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors⸺Background of the Merger” is hereby amended and supplemented by making the following changes on page 19 of the Definitive Proxy Statement: On March 16, 2024, at the direction of the Initial Special Committee, Soho House executed a non-disclosure agreement with Party A in order for Party A to conduct diligence on the business of Soho House, which contained a one-year standstill provision that did not prevent Party A from bringing a private offer to the Board, but did include a DADW provision (as defined below). The standstill provision is no longer applicable. On March 16, 2024, following signing of the non-disclosure agreement, the Initial Special Committee’s financial advisors opened the data room to Party A, which included the March 2024 Projections. Diligence meetings between Party A and Soho House’s senior management, which included their respective legal and financial advisors and the Initial Special Committee’s financial and legal advisors, took place on March 16, 2024 and March 17, 2024. The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors⸺Background of the Merger” is hereby amended and supplemented by making the following changes on pages 21 to 22 of the Definitive Proxy Statement: On August 31, 2024, Classact, LLC (“Classact”), an entity affiliated with the Bruce Group, executed a non-disclosure agreement with Soho House, which included a one-year standstill provision that did not prevent Classact from bringing a private offer to the Board, but did include a DADW provision. The standstill provision is no longer applicable. On September 10, 2024, the Bruce Group and its advisors were granted access to diligence materials related to Soho House. In September and October 2024, two new individual investors interested in participating in the Bruce Group’s equity investment in Soho House (“Party E” and “Party F”) each executed a non-disclosure agreement with Soho House, which included a one-year standstill provision that did not prevent the counterparties from bringing a private offer to the Board, but did include a DADW provision. Those standstill provisions are is no longer applicable. After execution of these non-disclosure agreements, Party E and Party F were granted access to confidential diligence materials, including the October 2024 Projections, the 2025 Budget and the Bridge Analysis. Party E and Party F engaged with the Bruce Group, Yucaipa and Soho House’s senior management in discussions and diligence calls. Subsequent to these meetings, neither of Party E or Party F committed to participate in the Bruce Group’s equity investment in Soho House. On September 30, 2024 and October 1, 2024, Soho House’s senior management met with Yucaipa, Citi and the Bruce Group and its advisors for management presentations. The October 2024 Projections were then shared with the Bruce Group and various calls occurred between Yucaipa, Citi and the Bruce Group to discuss the October 2024 Projections during the month of October 2024. On October 23, 2024, Citi reached out to a new investor who proposed an equity investment in Soho House (“Party G” ). Party G executed a non-disclosure agreement with Soho House on November 7, 2024, which included a one-year standstill provision that did not prevent Party G from bringing a private offer to the Board, but did include a DADW provision. The standstill provision is no longer applicable. Party G and was granted access to confidential diligence materials thereafter, including the October 2024 Projections. Party G and Yucaipa engaged in discussions and diligence calls. Subsequent to these meetings, Party G did not make a proposal for an equity investment in Soho House. Comparable Companies Analysis The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors⸺Opinion of Morgan Stanley to the Special Committee⸺Summary of Financial Analyses of Morgan Stanley⸺Comparable Companies Analysis” is hereby amended and supplemented by making the following changes on page 49 of the Definitive Proxy Statement: Morgan Stanley initially evaluated the business models and financial profiles of 31the comparable companies, as identified on page 15 of Morgan Stanley’s presentation to the Board, dated August 12, 2025, filed as Exhibit 16(c)(ii) to the Schedule 13E-3: Bumble, Costco, Match Group, Netflix, Peloton, International Workplace Group, Hilton Grand Vacations, Marriott Vacations Worldwide, Travel + Leisure, Six Flags, TopGolf, Lucky Strike, Churchill Downs, Lululemon, Oatly, Nike, Shake Shack, RH, Vail Resorts, Life Time, Planet Fitness, Hilton, Marriott, Dalata Hotel Group, Meliá Hotels International, Madison Square Garden Sports, F1, Atlanta Braves Holdings, Manchester United and Scandic, focusing on those with. To compile this group of companies, Morgan Stanley focused on companies with the following features: membership-like income streams with relatively predictable, resilient and recurring cash flows; hospitality or leisure-focused businesses; highly desirable consumer brands; substantial embedded growth potential; and lease exposure, where applicable. Discounted Cash Flow Analysis The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors - Opinion of Morgan Stanley to the Special Committee⸺Summary of Financial Analyses of Morgan Stanley - Discounted Cash Flow Analysis” is hereby amended and supplemented by making the following changes on page 53 of the Definitive Proxy Statement: Weighted Average Cost of Capital (WACC) Derivation Assumption Notes Low Base High Market Risk Premium (MRP) Estimated by Morgan Stanley 6.0% 6.0% 6.0% Risk Free Rate (Rf) Spot rate 10-year U.S. Treasury as of 12/18/24 4.5% 4.5% 4.5% Predicated Beta Per Morgan Stanley methodology 1.79 1.79 1.79 Sensitivity Adjustment +/- 1.0% from base (1.0%) 1.0% Cost of Equity (E) (KE) Calculated using the Capital Asset Pricing Model 14.3% 15.3% 16.3% Pre-tax Cost of Debt (D) (KD) Blended Rate Based on current capital structure** 11.0% 11.0% 11.0% Tax Rate (t) Statutory tax rate based on filings 21.0% 21.0% 21.0% Post-tax Cost of Debt (KD) 8.7% 8.7% 8.7% Debt / Total Capitalization Based on expected capital structure 36.7% 36.7% 36.7% WACC KE * E /(D + E) + KD * (1-t) * D / (D + E) 12.2% 12.8% 13.5% ** Based on indicative new issue rates provided by Morgan Stanley’s Leveraged Finance team, as indicated on page 25 of Morgan Stanley’s presentation to the Board, dated August 12, 2025, filed as Exhibit 16(c)(ii) to the Schedule 13E-3. The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors - Opinion of Morgan Stanley to the Special Committee⸺Summary of Financial Analyses of Morgan Stanley - Discounted Cash Flow Analysis” is hereby amended and supplemented by making the following changes on page 53 of the Definitive Proxy Statement: Morgan Stanley then adjusted the resulting range of aggregate values by deducting net debt of approximately $884 million and certainconsolidated minority interests of approximately $2 million, in each case as of June 30, 2025 and based on information provided by Soho House’s management (as disclosed on page 21 of Morgan Stanley’s presentation to the Board, dated August 12, 2025, filed as Exhibit 16(c)(ii) to the Schedule 13E-3). Other Information The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors⸺Opinion of Morgan Stanley to the Special Committee⸺Other Information” is hereby amended and supplemented by making the following changes on page 53 of the Definitive Proxy Statement: Morgan Stanley also observed additional factors that were provided as supplemental reference data to assist the Special Committee in connection with its analysis. These additional factors were not considered as part of Morgan Stanley’s financial analysis with respect to its opinion because the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated August 15, 2025 (including the comparable companies, precedent transactions, sum of the parts and discounted cash flow analyses) were deemed by Morgan Stanley, in its professional judgment, to provide a sufficient basis for rendering the opinionbut were noted as reference data for. the Special Committee, including the following information described below. Levered Cash Buyer Analysis The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors - Opinion of Morgan Stanley to the Special Committee⸺Other Information - Levered Cash Buyer Analysis” is hereby amended and supplemented by making the following changes on page 54 of the Definitive Proxy Statement: Morgan Stanley also analyzed Soho House from the perspective of a potential purchaser that was not a strategic buyer, but rather was primarily a financial buyer that would effect a leveraged buyout of Soho House. This analysis, calculated as of June 30, 2025, assumed a leveraged buyout of Soho House, based on the Financial Projections for the second half of fiscal year 2025 to the first half of fiscal year 2029 and made certain assumptions with respect to the assumption of certain of Soho House’s indebtedness. Morgan Stanley also made certain other assumptions, based on its professional judgment and experience, including (i) a target range of annualized internal rates of return for the financial sponsor of 20% to 25% and (ii) an exit Adjusted EBITDA multiple range of 9.75x to 10.75x in the terminal year based on the Financial Projections. Based on this analysis, Morgan Stanley estimated an implied value per share of Common Stock, as of June 30, 2025 of $7.37 to $9.65. In addition, Morgan Stanley performed a sensitivity analysis applying an exit Adjusted EBITDA Margin of 17.5% (which, as indicated on page 9 of Morgan Stanley’s presentation to the Board, dated August 12, 2025, filed as Exhibit 16(c)(ii) to the Schedule 13E-3, reflected Soho House management’s estimate of a stabilized Adjusted EBITDA Margin, rather than the 21% fiscal year 2028 estimated Adjusted EBITDA Margin included in the Financial Projections) and a target IRR of 22.5% to the exit Adjusted EBITDA multiple range of 9.75x to 10.75x, which implied present values per share of Common Stock, as of June 30, 2025 of $6.27 to $7.03. Citi’s Service as Financial Advisor to Soho House The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors - Citi’s Service as Financial Advisor to Soho House” is hereby amended and supplemented by making the following changes on page 57 of the Definitive Proxy Statement: Under the terms of its engagement letter, Citi provided Soho House financial advisory services in connection with the Merger, and Soho House agreed to pay Citi a fee of at least $10.0 million and up to $13.0 million, which is contingent upon the closing of the Merger. Other Supplemental Disclosures Surviving Corporation Bylaws Exhibit B (Surviving Corporation Bylaws) to Annex A (Agreement and Plan of Merger), included on pages A-81 to A-86 of the Definitive Proxy Statement, shall be replaced in its entirety with the Surviving Corporation Bylaws filed as Exhibit 99.1 to this report.