Equinox for social life and luxury hotels.

A global country club for creative professionals.

• Membership Clubs: Soho House offers exclusive access to a global network of private physical and digital spaces, including restaurants, bars, and event programming for its members.
• Hospitality & Accommodation: The company operates luxury hotels and resorts, providing rooms, dining, and various amenities to both members and the public.
• Co-working Spaces: Soho Works provides stylish and inspiring shared office environments tailored for its creative professional members.
• Lifestyle Retail & Wellness: Through brands like Soho Home and Cowshed, SHCO sells homeware, furniture, and personal care products, alongside offering spa services.

Soho House & Co (symbol: SHCO) primarily sells its memberships and hospitality services directly to **individuals**, rather than to other companies.

Major Customer Categories:

• Creative Industry Professionals: This is the foundational and core demographic for Soho House. Members are typically working in fields such as film, television, advertising, fashion, music, art, design, media, and technology. They seek the clubs as spaces for work, networking, and socialising within their professional circles.

• Entrepreneurs and Innovators: A significant portion of Soho House's clientele includes founders, investors, and leaders across various sectors, often those who appreciate dynamic environments for business development, collaboration, and networking outside traditional office settings.

• Affluent Socialites and Global Travelers: These members value the exclusive, curated environment, premium hospitality services (including hotels, restaurants, and spas), and the opportunity to access a global network of clubs. They often use Soho House for leisure, social events, and upscale travel accommodations.

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Andrew Carnie, Chief Executive Officer and Director of the Board

Andrew Carnie has served as the CEO of Soho House & Co since November 2022. Prior to this, he was President of Soho House from September 2020 and Chief Commercial Officer from June 2019 to September 2020. Before joining Soho House, he held several senior executive roles at Anthropologie, a subsidiary of URBN, including Executive Director for the Home division in North America from 2013 to 2016, Global President of Home and Garden in 2017 (where he created 'Anthropologie Living'), and Global President of Anthropologie from 2017 to 2019. While at Home Retail Group, he was responsible for the commercial and brand development of Argos and Habitat and led their acquisition by Sainsbury's in 2011.

Neil Thomson, Chief Financial Officer

Neil Thomson was appointed Chief Financial Officer of Soho House & Co, effective August 2025, succeeding Thomas Allen. He brings 30 years of experience in hospitality operations and finance. Previously, Neil served as CFO of Tasty Restaurant Group, a leading private equity-backed U.S. based franchisee of quick service restaurants. He also held the position of CFO at Del Frisco's, a U.S. high-end steak and casual dining company. Before that, he held various senior management positions during a 15-year tenure at Yum! Brands, including CFO of India, Chief Development Officer of Pizza Hut International, and Chief Growth Officer of Pizza Hut Asia. Neil is a Chartered Accountant and began his career at KPMG London.

Nick Jones, Founder and Director of the Board

Nick Jones is the founder of Soho House, establishing the first House in 1995 above his restaurant, Cafe Boheme, in London's Soho. He transitioned from CEO to his original role as founder in November 2022. Jones also owns Babington House and Cecconi's. He previously founded three restaurants called "Over the Top" before Cafe Boheme. In 2008, he sold 80% of Soho House to Richard Caring's Caprice Holdings. In 2012, 60% of Soho House Group was acquired by U.S. billionaire Ron Burkle's investment fund Yucaipa, with Jones retaining 10%. Soho House went public on the NASDAQ in 2021.

Tom Collins, Chief Operating Officer

Tom Collins is the Chief Operating Officer of Soho House & Co. He has held various senior leadership roles within Soho House for ten years, initially in UK operations before moving to manage the European region in April 2022, and later expanding his remit to include Asia in early 2023. Tom first joined the company as the Head Chef of the original Soho House at 40 Greek Street.

1. Financial Fragility and High Debt Levels: Soho House has a history of unprofitability, reporting net losses since its inception, including significant losses in fiscal years 2022, 2023, and 2024. The company's accumulated deficit was $1,540 million as of December 2024. It carries a substantial debt burden, with total debt reaching $828.87 million in 2024, and a concerning Net Debt/EBITDA ratio exceeding 6x, signaling limited financial flexibility. This high level of indebtedness could restrict future growth opportunities and make the company vulnerable to economic downturns and rising interest rates. The company's "going concern" assumption is also predicated on uncertain projections regarding cash flows and cost management.
2. Strategic Uncertainty and Buyout Offer: The company's future is currently under review due to a third-party $9-per-share buyout offer. The acceptance or rejection of this offer could lead to drastic strategic shifts or prolonged investor uncertainty. Compounding this, multiple class-action lawsuits have been filed, questioning the fairness of the buyout price to public shareholders and raising concerns about potential fiduciary duty breaches and conflicts of interest. These legal battles could delay the merger, erode investor confidence, and potentially expose existing operational and brand dilution risks.
3. Brand Dilution and Operational Challenges in a Sensitive Economic Environment: Soho House's business model relies heavily on its exclusive brand image and member experience. However, rapid expansion has led to concerns about overcrowding and a perceived decline in service quality, which risks diluting the brand's exclusivity. Operationally, the company faces inefficiencies and high operating expenses, particularly in its in-house services, which strain profitability despite membership growth. Furthermore, the luxury nature of Soho House's offerings makes it susceptible to economic fluctuations, where downturns could significantly impact consumer discretionary spending, membership renewals, and in-house revenue.

The emergence of decentralized autonomous organizations (DAOs) focused on building exclusive communities and curating experiences, often leveraging Web3 technologies such as NFTs for membership and access, presents a clear emerging threat. These DAOs offer a modern, technologically-native alternative to traditional private members' clubs like Soho House by providing a strong sense of community, exclusivity, and often a higher degree of member ownership and participation in governance. This model can appeal to a demographic that values decentralization, digital identity, and direct engagement, potentially siphoning off a segment of Soho House's target market, especially younger, creatively-driven individuals seeking curated social and professional networks.

Soho House & Co (SHCO) primarily operates in the private members' club and luxury hospitality markets. The addressable market sizes for their main products and services are as follows:

Private Members' Clubs (Memberships)

• The global private social club membership market was valued between approximately $21.8 billion and $48.7 billion in 2024.
• Projections indicate this market is expected to grow, with estimates ranging from $41.5 billion by 2033 to $83.8 billion by 2033.
• Another report suggests the market is expected to reach $25.8 billion by 2027.

Luxury Hotels and Hospitality (Accommodation)

• The global luxury hotel market size was estimated between approximately $103.93 billion and $154.32 billion in 2024.
• This market is projected to grow significantly, with various estimates:
• One projection sees it reaching $181.5 billion by 2034.
• Another anticipates growth to $369.36 billion by 2032.
• Further estimates suggest it will surpass $218 billion by 2029 and reach $238.4 billion by 2030.
• Other forecasts include $157.7 billion by 2033 and $156.80 billion by 2030.
• North America dominated the luxury hotel market, holding a market share of over 37.1% in 2024 and 32.23% in 2023.

Other Products or Services

• Restaurants/Food & Beverage: null
• Spas/Wellness: null
• Coworking Spaces (Soho Works): null
• Retail (Soho Home): null

Soho House (SHCO) is expected to drive future revenue growth over the next 2-3 years through several key initiatives:

1. Membership Growth and Pricing: Soho House consistently highlights the expansion of its membership base and strategic pricing adjustments as a primary revenue driver. The company has reported continued increases in membership revenues and a growing waitlist, demonstrating strong demand and appeal for its exclusive global network.

2. Expansion through New House Openings: The opening of new Houses in various locations contributes significantly to both new member acquisition and increased in-house revenues. For example, the company successfully opened Houses in Bangkok and Mexico City in 2023, and continues to expand its global presence.

3. Increased In-House Member Spend and Operational Efficiency: Soho House focuses on enhancing the member experience to drive higher engagement and spend per visit within its existing Houses. Initiatives include improving food and beverage offerings, hosting unique events, and upgrading facilities, which lead to better footfall, higher occupancy, and increased Revenue Per Available Room (RevPAR).

4. Growth in Ancillary Services (Soho Home, Scorpios, and Partnerships): Beyond its core club offerings, Soho House is seeing revenue growth from its Soho Home retail brand, its Scorpios beach club brand, and other partnership ventures. These segments provide additional revenue streams and diversify the company's offerings.

Share Repurchases

• A new $50 million share repurchase authorization was approved in February 2024.
• Prior to the formation of a Special Committee in fall 2023, the company and insiders purchased 11 million shares, representing approximately 6% of the outstanding common stock, at a weighted average price of about $6 per share.
• Soho House repurchased $13 million of shares during the third quarter of 2025.

Share Issuance

• The number of shares outstanding for Soho House was approximately 194.6 million as of November 2025.
• As of March 12, 2024, the company had 195.7 million shares outstanding, comprising Class A and Class B common stock.
• The number of outstanding shares has shown minor fluctuations over the past few years, with a 2.77% increase in 2022 and a 3.93% decrease in 2021.

Inbound Investments

• In August 2025, Soho House entered into a definitive agreement for a take-private transaction with an investor group led by MCR.
• Existing significant shareholders, including Executive Chairman Ron Burkle and Yucaipa Companies LLC, will roll their controlling equity interests to retain majority control in the private entity.
• Holders of common stock are expected to receive $9.00 per share in cash, which represents an 83% premium over the closing stock price as of December 18, 2024.

Capital Expenditures

• Soho House reported capital expenditures of approximately $148 million in 2025 (annual) and $129 million in 2024.
• Full-year capital expenditure for 2025 is expected to be between $90 million and $100 million.
• Primary focuses for capital expenditures include new property openings (such as Portland, Sao Paulo, and Scorpios), refreshing existing Houses (e.g., Soho House West Hollywood), and expanding food and beverage offerings.