Soho House & Co Inc. Announcement

Soho House & Co Inc. (NYSE: SHCO) (“Company”) today issued the following announcement.

Soho House & Co Inc. fundamentally rejects the recent report published by GlassHouse Research, which contains factual inaccuracies, analytical errors, and false and misleading statements, all designed to adversely impact the Company’s stock price for the benefit of the short-seller. The Company was not contacted for any comment or clarifications prior to the report being released. The Company is confident in the strength of its business and is focused on executing its strategy.

The Company will be reporting its 2023 results on March 6, 2024. At this time, the Company expects its operating results to be in line with the guidance issued on November 10, 2023. In addition, on March 6, 2024, the Company will issue full year guidance for 2024 which will demonstrate the expectation for continued growth in membership, revenues and Adjusted EBITDA, as well as positive Cash flows from operating activities.

Members of the Board and their affiliates (collectively, the “Insiders”) own 74% of the Company’s common stock outstanding. Since going public but prior to the formation of the Special Committee described below, the Company and Insiders had been active purchasing shares, acquiring 11 million shares, or approximately 6% of the outstanding common stock of the Company at a weighted average price of approximately $6 per share. The Company announces today that the Board has approved a new $50 million share repurchase authorization. As of the last reported quarter-end, October 1, 2023, the Company had $163 million of Cash and Cash Equivalents (including Restricted cash) and an undrawn approximately $90 million Revolving Credit Facility.

The Company also announces that in the fall of 2023, the Board formed an independent Special Committee of the Board to evaluate certain strategic transactions, some of which may result in the Company becoming a private company. No assurances can be given that the Special Committee’s assessment will result in any change in strategy, or if a transaction is undertaken. The Special Committee has engaged legal and financial advisors to assist it with its review. The Company does not expect to make further public comment regarding these matters unless and until a specific transaction or alternative has been approved or the Company otherwise concludes its reviews.