Soho House & Co Inc.

As of December 29, 2024, we directly own two properties in the UK: Babington House, a 300-year-old Grade II* listed (by the Historic Buildings and Monuments Commission in England and Wales) manor house in Somerset, and High Road House in London. We also directly own one property in the US, Soho Beach House in Miami.

Joint venture owned properties

We own a share of four properties, through joint venture,: Soho House Barcelona, Spain; Little Beach House Barcelona, Spain; Ludlow House in New York, US; and the hotel rooms and restaurant at 56-60 Redchurch Street, London through our joint venture companies. Refer to Note 4, Equity Method Investments, in this Annual Report on Form 10-K for further information.

Leased and managed properties

The rest of our properties are leased or managed, which reflects our asset-light real estate model. The terms of our typical lease agreements are generally 20-25 years and provide for fixed rents, although certain of our leases provide for periodic rent increases (usually pursuant to a reference index). Refer to Note 5, Leases, in this Annual Report on Form 10-K for further information.

Our property portfolio mainly consists of our Soho Houses; however, we also lease and operate 9 Soho Home and Cowshed retail stores, 8 Soho Works locations; 8 stand-alone public restaurants, Scorpios Beach Club in Mykonos and Bodrum and other support locations in the US and UK. In addition, our Townhouse properties have two sites in London with restaurants and bedrooms. Dean Street Townhouse has a dining room in the heart of Soho, offering a menu of British classics. Above the restaurant, there are 39 bedrooms featuring beds, rainforest showers and freestanding bathtubs. Redchurch Townhouse is located in Shoreditch and includes 37 bedrooms and a Cecconi’s restaurant on the ground floor.

While we operate Soho House Istanbul, Soho House Mumbai, Soho Beach House Canouan, The LINE and Saguaro hotels and The Ned hotels, these properties are leased or owned by our local partners and we have no real estate interests in these properties.

The following table sets forth our Soho Houses by geographic location as of December 29, 2024 which represent our material property arrangements.

# Houses · House Name · Segment · Country · Arrangement Type · Territory · Opening · Years of Operation · Club Space · Bedrooms · Gym/Health Club · Spa · Pool · Public F&B/ Friends Studio · Beach

1 · 40 Greek Street · UK · UK · Leased · UK · Jan-95 · 30 · ✓ · - · - · - · - · - · -

2 · Babington House · UK · UK · Owned · UK · Sep-98 · 26 · ✓ · 33 · ✓ · ✓ · ✓ · - · -

3 · Electric House · UK · UK · Leased · UK · Apr-02 · 22 · ✓ · - · - · - · - · ✓ · -

4 · Soho House New York · The Americas · USA · Leased · Americas · Jun-03 · 21 · ✓ · 44 · - · ✓ · ✓ · - · -

5 · High Road House · UK · UK · Owned · UK · Jul-06 · 18 · ✓ · 14 · - · - · - · ✓ · -

6 · Shoreditch House · UK · UK · Leased · UK · Jun-07 · 17 · ✓ · 26 · ✓ · ✓ · ✓ · - · -

7 · Soho House West Hollywood · The Americas · USA · Leased · Americas · Mar-10 · 14 · ✓ · - · - · - · - · - · -

8 · Soho House Berlin · Europe and RoW · Germany · Leased · Europe · May-10 · 14 · ✓ · 89 · ✓ · ✓ · ✓ · ✓ · -

9 · Soho Beach House Miami · The Americas · USA · Owned · Americas · Oct-10 · 14 · ✓ · 50 · ✓ · ✓ · ✓ · ✓ · ✓

10 · Little House Mayfair · UK · UK · Leased · UK · Apr-12 · 12 · ✓ · 4 · - · - · - · - · -

11 · Soho House Toronto · The Americas · Canada · Joint Venture · Americas · Oct-12 · 12 · ✓ · - · - · - · - · - · -

12 · Soho House Chicago · The Americas · USA · Leased · Americas · Aug-14 · 10 · ✓ · 40 · ✓ · ✓ · ✓ · ✓ · -

13 · Soho House Istanbul · Europe and RoW · Turkey · HMA* · Europe · Apr-15 · 9 · ✓ · 87 · ✓ · ✓ · - · ✓ · -

14 · Soho Farmhouse · UK · UK · Leased · UK · Jun-15 · 9 · ✓ · 114 · ✓ · ✓ · ✓ · - · -

15 · 76 Dean Street · UK · UK · Leased · UK · Aug-15 · 9 · ✓ · - · - · - · - · - · -

16 · Little Beach House Malibu · The Americas · USA · Leased · Americas · May-16 · 8 · ✓ · - · - · - · - · - · ✓

17 · Ludlow House · The Americas · USA · Leased · Americas · Jul-16 · 8 · ✓ · - · - · - · - · - · -

18 · Soho House Barcelona · Europe and RoW · Spain · Joint Venture · Europe · Oct-16 · 8 · ✓ · 57 · ✓ · ✓ · ✓ · ✓ · -

19 · Kettner's · UK · UK · Leased · UK · Jan-18 · 7 · ✓ · 33 · - · - · - · ✓ · -

20 · White City House · UK · UK · Leased · UK · May-18 · 6 · ✓ · 45 · ✓ · ✓ · ✓ · ✓ · -

21 · DUMBO House · The Americas · USA · Leased · Americas · May-18 · 6 · ✓ · - · - · - · ✓ · ✓ · -

22 · Soho House Amsterdam · Europe and RoW · The Netherlands · Leased · Europe · May-18 · 6 · ✓ · 79 · ✓ · ✓ · ✓ · ✓ · -

23 · Little Beach House Barcelona · Europe and RoW · Spain · Joint Venture · Europe · Aug-18 · 6 · ✓ · 17 · - · ✓ · - · - · ✓

24 · Soho House Mumbai · Europe and RoW · India · HMA* · Asia · Nov-18 · 6 · ✓ · 38 · ✓ · ✓ · ✓ · ✓ · ✓

25 · Soho House Hong Kong · Europe and RoW · Hong Kong · Leased · Asia · Sep-19 · 5 · ✓ · - · ✓ · - · ✓ · - · -

26 · Soho Warehouse, DTLA · The Americas · USA · Leased · Americas · Oct-19 · 5 · ✓ · 48 · ✓ · - · ✓ · - · -

27 · Soho Roc House · Europe and RoW · Greece · Leased · Europe · Jul-20 · 4 · ✓ · 44 · ✓ · - · ✓ · - · ✓

28 · Soho Beach House Canouan · The Americas · St Vincent & The Grenadines · HMA* · Americas · Apr-21 · 3 · ✓ · 40 · ✓ · - · - · - · ✓

29 · 180 House · UK · UK · Leased · UK · Apr-21 · 3 · ✓ · - · - · - · ✓ · ✓ · -

30 · Soho House Austin · The Americas · USA · Leased · Americas · May-21 · 3 · ✓ · 46 · - · - · ✓ · - · -

31 · Soho House Tel Aviv · Europe and RoW · Israel · Leased · Europe · Aug-21 · 3 · ✓ · 24 · - · - · ✓ · - · -

32 · Soho House Paris · Europe and RoW · France · Leased · Europe · Sep-21 · 3 · ✓ · 36 · ✓ · - · ✓ · - · -

• Our continued growth depends on our ability to expand our presence in new and existing markets and develop complementary properties, concepts and product lines.
• We are exposed to the risks that pertain to the specific jurisdictions in which we currently or may in the future operate, which could hinder our ability to maintain and expand our international operations.
• Foreign currency fluctuations may reduce our net income and our capital levels, adversely affecting our financial condition.
• Because of the global nature of our business, unfavorable economic or political conditions or volatility in currency exchange rates could have a material adverse effect on our financial condition and results of operations.
• We have certain fixed costs which we may be unable to adjust in a timely manner in response to a reduction in revenue.
• Food shortages or increases in food costs could slow our growth or harm our business and operations.
• We are a holding company and our principal asset is our direct ownership of Soho House Holdings Limited and its operating companies. We are dependent upon distributions from our subsidiaries to pay dividends (if any) taxes and other expenses.
• Yucaipa, through its participation in the Voting Group, has significant influence over us, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.
• Disease outbreaks, such as the COVID-19 pandemic or similar public health threats that may arise in the future, and measures implemented to combat them have had, and may in the future have, a material adverse effect on our business.
• Increasing inflation could adversely affect our business, financial condition, results of operations or cash flows.
• Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by Russia’s ongoing conflict with Ukraine and disruptions and conflict in the Middle East
• Risks Related to Our Indebtedness
• We have substantial debt, and we may incur additional indebtedness, which may negatively affect our business and financial results as well as limit our ability to pursue our growth strategy.
• Risks Related to Our Properties
• Our properties are currently geographically concentrated in a limited number of cities and, accordingly, we could be disproportionately harmed by an economic downturn in these cities or by a disaster, such as a hurricane, earthquake, wildfire or terrorist attack, among other catastrophes.
• We own some of our properties, which exposes us to a fall in property prices which could harm our business.
• Our efforts to develop, redevelop or renovate our owned and leased properties could be delayed or become more expensive, which could reduce revenues or impair our ability to compete effectively.
• Because most of our properties are leased, we are subject to the risk that these leases could expire or be terminated, including as a result of our default on payments under the lease, either of which would cause us to lose the ability to operate these properties.
• We are subject to the risk of condemnation or compulsory forfeiture.
• Any mortgage debt obligations we incur will expose us to increased risk of property losses due to foreclosure, including as a result of our cross- defaults to other indebtedness which could have a material adverse effect on us, including our financial condition, liquidity and results of operations.
• The use of joint ventures or other entities, over which we may not have full control, for development projects or acquisitions could prevent us from achieving our objectives.
• We may be subject to unknown latent defects or contingent liabilities related to our existing properties or properties that we acquire, which could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects.
• Our properties or properties that we may lease or acquire may contain or develop harmful mold that could lead to liability for adverse health effects and costs of remediating the problem, either of which could have a material adverse effect on our business, including our results of operations.
• Risks Related to our Technology and Data
• Our business relies heavily on information systems and technology, and any failure, interruption or weakness in our or our third-party service providers’ information systems or technology may prevent us from effectively operating our business and damage our reputation. A failure to adequately update our existing systems and implement new systems could harm our businesses and adversely affect our results of operations.
• A cybersecurity attack, ‘data breach’ or other security incident experienced by us or our third-party service providers may result in negative publicity, claims, investigations and litigation and adversely affect our business, results of operations and financial condition.
• If we fail to properly maintain the confidentiality and integrity of our data, including member and customer credit or debit card and bank account information and other PII, or if we fail to comply with applicable laws, rules, regulations, industry standards and contractual obligations relating to data privacy, data protection and security, and emerging AI regulations, it may adversely affect our reputation, business and operations.
• Risks Related to Regulations
• We are subject to unionization and labor and employment laws and regulations, which could increase our costs and restrict our operations in the future.
• The industries in which we operate are heavily regulated and a failure to comply with regulatory requirements and protocols may result in an adverse effect on our business.
• We could face costs, liabilities and risks associated with, or arising out of, environmental, health and safety laws and regulations.
• Litigation concerning food quality, health and safety, employee conduct and other issues could require us to incur additional liabilities or cause customers to avoid our businesses, including our restaurants.
• Failure to comply with the US Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act 2010 ("Bribery Act") and similar laws associated with our activities could subject us to penalties and other adverse consequences.
• Risks Related to Taxation
• Anticipated changes in effective tax rates or adverse outcomes resulting from our exposure to various tax regimes in the countries in which we operate.
• Risks Related to Being a Public Company
• We incur increased costs as a result of operating as a public company and our management is required to devote substantial time to new compliance initiatives and corporate governance practices of which we have limited experience.
• If we do not have sufficiently experienced employees in the business or are not able to hire additional qualified employees, we may not be able to successfully manage our businesses and pursue our strategic objectives.
• If our existing material weaknesses persist or we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A Common Stock and our overall business.
• We are an ‘emerging growth company,’ and the reduced disclosure requirements applicable to such companies could make our Class A Common Stock less attractive to investors.
• Risks Related to Our Common Stock
• The dual class structure of our common stock has the effect of concentrating voting control with the Voting Group, including control over decisions that require the approval of stockholders; this will limit or preclude your ability to influence corporate matters submitted to a stockholder vote.
• We are a ‘controlled company’ within the meaning of the rules of the NYSE and, as a result, we qualify for, and currently rely on, exemptions from certain corporate governance requirements; you will not have the same protections afforded to stockholders of companies that are subject to all such requirements.
• Certain of our directors have relationships with Yucaipa, which may cause conflicts of interest with respect to our business.
• Short sellers of our stock may be manipulative and may drive down the market price of our common stock.
• Our business could be negatively impacted as a result of shareholder activism or an unsolicited takeover proposal or a proxy contest.
• Our Certificate of Incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities.
• Anti-takeover provisions contained in our Certificate of Incorporation could impair a takeover attempt.
• Our Certificate of Incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which limits our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
• Sales of substantial amounts of our Class A Common Stock in the public markets, or the perception that they might occur, could cause the market price of our Class A Common Stock to drop significantly, even if our business is doing well.
• We have never paid dividends on our share capital and do not anticipate paying cash dividends in the foreseeable future.
• Future sales, or the perception of future sales, of our Class A Common Stock may depress the price of our Class A Common Stock.
• Our operating results and share price may be volatile.
• If our operating and financial performance in any given period does not meet the guidance that we provide to the public, the price of shares of our Class A Common Stock may decline.
• General Risks
• Increased use of social media could create and/or amplify the effects of negative publicity and have a material adverse effect on our business, financial condition, liquidity, results of operations, cash flows or prospects.
• If we are unable to compete effectively, our business and operations will be adversely affected.
• Difficult conditions in the global financial markets and the economy generally could affect our ability to obtain capital or financing and materially adversely affect our business and results of operations.
• Changes in consumer discretionary spending and general economic factors may adversely affect our results of operations.
• As we expand our footprint internationally outside of the US and Europe, we are exposed to additional risks, including increased complexity and costs of managing projects and international operations and geopolitical instability.
• Increases in energy costs could have an adverse effect on our business.
• Labor shortages or increases in labor costs could slow our growth or harm our business.
• We may incur property, casualty or other losses not covered by our insurance.
• An active trading market for our Class A Common Stock may not develop or continue to be liquid and the market price of our common stock may be volatile.
• If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our share price and trading volume could decline.
• We could be subject to securities class action litigation.