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[ ], 2025

Dear Stockholders,

You are cordially invited to attend a special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Soho House & Co Inc., a Delaware corporation (“Soho House”). The Special Meeting will be held on [ ], 2025 at [ ] Eastern Time ([ ] Greenwich Mean Time). You may virtually attend the Special Meeting via a live webcast at www.virtualshareholdermeeting.com/SHCO2025SM.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of August 15, 2025, by and among Soho House, EH Parent LLC (“Parent”), a Delaware limited liability company and an affiliate of The Yucaipa Companies LLC, a Delaware limited liability company (together with its affiliates as the context requires, “Yucaipa”), and EH MergerSub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”), and approve the other Transaction Agreements (as defined below) (the “Merger Proposal”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Soho House, with Soho House continuing as the surviving corporation (the “Merger”). At the Special Meeting, you will also be asked to consider and vote on a proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the other Transaction Agreements at the time of the Special Meeting (the “Adjournment Proposal”).

At the effective time of the Merger (the “Effective Time”), each share of Soho House’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and Soho House’s Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), issued and outstanding as of immediately prior to the Effective Time (subject to certain exceptions in the Merger Agreement, including with respect to the Rollover Shares held by the Reinvestment Stockholders (each as defined below), which will remain outstanding and be unaffected by the Merger) will be cancelled and extinguished and automatically converted into the right to receive $9.00 in cash, without interest thereon and subject to applicable withholding taxes (the “Per Share Price”). This amount represents a premium of approximately 83% over the Class A Common Stock’s closing stock price as of December 18, 2024, the last trading day prior to Soho House’s announcement of its receipt of an offer from a third-party consortium to acquire shares of Class A Common Stock to take Soho House private. The Class A Common Stock’s closing stock price as of [ ], 2025, the last completed trading day before the date of the accompanying proxy statement, was $[ ]. Certain equity investors, including Apollo Capital Management, L.P., certain affiliates of MCR Investors LLC and a group of investors led by Mr. Ashton Kutcher and Mr. Daniel Rosensweig (collectively, the “Equity Investors”) have delivered commitment letters (the “Equity Commitment Letters”) pursuant to which they have committed, subject to the terms and conditions thereof, to purchase shares of Merger Sub’s common stock, par value $0.01 per share, at or prior to the Effective Time to fund a portion of the consideration to be paid to Soho House’s stockholders in connection with the Merger.

The proposed Merger is a “going private transaction” under the rules of the Securities and Exchange Commission (the “SEC”). If the Merger is completed, the Class A Common Stock will be delisted from the New York Stock Exchange and Soho House will become a privately held company owned by the Reinvestment Stockholders, the Equity Investors and any Subscription Investors (as defined in the accompanying proxy statement).

A special committee composed solely of directors determined by the Board of Directors of Soho House (the “Board”) to be independent and disinterested with respect to the matters to be considered (the “Special Committee”) was formed by the Board and, with the assistance of its own independent financial and legal advisors,

considered, evaluated and negotiated the Per Share Price and the other terms of the Merger Agreement and the other Transaction Agreements. The Special Committee unanimously: (1) determined that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby are advisable, fair to and in the best interests of Soho House and the Unaffiliated Stockholders (as defined below); (2) recommended that the Board approve and declare advisable the Merger Agreement and the other Transaction Agreements and determine that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, Soho House and the Unaffiliated Stockholders; and (3) recommended that the Board submit the Merger Agreement and the other Transaction Agreements to Soho House’s stockholders for their adoption and approval and recommend that Soho House’s stockholders vote in favor of the adoption and approval of the Merger Proposal. The Board, acting on the unanimous recommendation of the Special Committee, unanimously: (1) determined that the Merger Agreement and the other Transaction Agreements, and the consummation of the Merger and other transactions contemplated thereby, are fair to, and in the best interests of, Soho House and its stockholders, including the Unaffiliated Stockholders; (2) approved and declared advisable the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby; (3) directed that the adoption and approval of the Merger Proposal be submitted to a vote of Soho House’s stockholders; and (4) recommended that Soho House’s stockholders vote in favor of the adoption and approval of the Merger Proposal. The “Unaffiliated Stockholders” means the stockholders of Soho House other than (1) any of the Buyer Parties, the Equity Investors or any Subscription Investors; (2) any of the Reinvestment Stockholders; (3) any members of the Board; (4) any person that Soho House has determined to be an “officer” of Soho House within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (5) any affiliates or associates (as defined pursuant to Section 12b-2 of the Exchange Act) of any of the persons described in subclauses (1) to (5). The “Transaction Agreements” means the Merger Agreement, the Rollover and Support Agreements (as defined below), the Equity Commitment Letters, Rollover Side Letters, the Regulatory Letter Agreement, the Debt Commitment Letters, the Yucaipa Fee Agreement, the MCR Side Letter, the Bruce Group Side Letter, the Letter Agreement between Mr. Ron Burkle and Mr. Nick Jones and the Voting Agreement (each, as defined in the accompanying proxy statement).

Each of the Special Committee and the Board believes that the Merger is substantively and procedurally fair to Soho House’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act and unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Proposal and (2) “FOR” the Adjournment Proposal.

Your vote is very important, regardless of the number of shares you own. The adoption and approval of the Merger Proposal requires the affirmative vote of (1) the holders of shares of Common Stock representing a majority of the voting power of the outstanding Common Stock entitled to vote thereon (the “Majority Approval”) and (2) the holders of shares of Common Stock representing a majority of the votes cast by the Unaffiliated Stockholders (the “Unaffiliated Approval” and, together with the Majority Approval, the “Requisite Stockholder Approval”). Each record holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock owned of record as of the close of business on [ ], 2025 (the “Record Date”) and each record holder of Class B Common Stock is entitled to ten votes for each share of Class B Common Stock owned of record as of the Record Date.

As further described in the accompanying proxy statement, certain of Soho House’s stockholders, including Yucaipa and its founder and Soho House’s Executive Chairman and a member of the Board, Mr. Ron Burkle; Mr. Nick Jones, Soho House’s founder and a member of the Board; Mr. Richard Caring and Mr. Mark Ein, members of the Board; Mr. Andrew Carnie, Soho House’s Chief Executive Officer; Mr. Tom Collins, Soho House’s Chief Operating Officer; and certain affiliates of Goldman, Sachs & Co. LLC (the “Reinvestment Stockholders”) (who in the aggregate beneficially owned approximately [ ] shares of Class A Common Stock and [ ] shares of Class B Common Stock, representing approximately [ ]% of the voting power of the outstanding shares of Common Stock as of the Record Date) have entered into Rollover and Support Agreements (the “Rollover and Support Agreements”) with Soho House, pursuant to which they agreed, in addition to having certain of the shares of Common Stock held by them (the “Rollover Shares”) remain outstanding and be unaffected by the Merger, to vote all of their shares of Common Stock in favor of the adoption and approval of the Merger Proposal and the Adjournment Proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement, the other Transaction Agreements and the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and copies of certain of the other Transaction Agreements are attached as Annexes B through I to the accompanying proxy statement. The accompanying proxy statement also describes the actions and

determinations of the Board and the Special Committee in connection with their evaluation of, among other things, the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby. Please read the accompanying proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Even if you plan to virtually attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or mark, sign, date and return the enclosed proxy card by mail as promptly as possible using the enclosed prepaid reply envelope. If you virtually attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, New York 10036

Banks and brokerage firms call: (212) 297-0720

Stockholders and all others call toll-free: (888) 785-6707

Email: info@okapipartners.com

Thank you for your support.

Sincerely,

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

Notice is hereby given that a special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Soho House & Co Inc., a Delaware corporation (“Soho House”), will be held on [ ], 2025, at [ ] Eastern Time ([ ] Greenwich Mean Time), for the following purposes:

The foregoing matters are more fully described in the accompanying proxy statement. The accompanying proxy statement is hereby incorporated by reference in this notice.

Adoption and approval of the Merger Proposal requires the affirmative vote of (1) the holders of shares of Soho House’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and Soho House’s Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) representing a majority of the voting power of the outstanding Common Stock entitled to vote thereon and (2) the holders of shares of Common Stock representing a majority of the votes cast by the Unaffiliated Stockholders (as defined in the accompanying proxy statement). Approval of the Adjournment Proposal requires the affirmative vote of the holders of shares of Common Stock representing a majority in voting power of the shares of Common Stock present or represented by proxy at the Special Meeting and entitled to vote on the matter.

The Special Meeting will be held by means of a live webcast on the internet at www.virtualshareholdermeeting.com/SHCO2025SM. The Special Meeting will begin promptly on [ ], 2025 at [ ] Eastern Time ([ ] Greenwich Mean Time). Online check-in will begin a few minutes prior to the Special Meeting. You will need the control number found on your proxy card in order to participate in the Special Meeting (including voting your shares). If you are a beneficial owner of shares in street name, please contact your bank, broker or other nominee to arrange to attend and vote at the meeting.

Only Soho House’s stockholders of record as of the close of business on [ ], 2025 are entitled to notice of, and to vote at, the Special Meeting. A list of stockholders of record entitled to vote at the Special Meeting will be available at Soho House’s principal executive offices located at 180 Strand, London, United Kingdom WC2R 1EA, during regular London business hours for a period of 10 days ending on the day before the Special Meeting. Please contact Ben Nwaeke, Soho House’s Corporate Secretary, at shareholderlist@sohohouseco.com for an appointment to inspect the list.

Each of Soho House’s Board of Directors (the “Board”) and its special committee composed solely of directors determined by the Board to be independent and disinterested with respect to the matters to be considered unanimously recommends that you vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

If the merger contemplated by the Merger Agreement (the “Merger”) is completed, Soho House’s stockholders who did not vote in favor of the Merger Proposal, delivered a demand for appraisal before the vote was taken on the

Merger Proposal and otherwise complied with all other applicable requirements of the Delaware General Corporation Law (the “DGCL”), will have the right to seek appraisal of the “fair value” of their shares of Common Stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $9.00 per share in cash if the Merger is completed, as determined in accordance with Section 262 of the DGCL, the full text of which is available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or sign, date and return, as promptly as possible, the enclosed proxy card by mail in the postage-paid envelope provided. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions.

By Order of the Board,

Mr. Ben Nwaeke

Chief Legal Officer and Corporate Secretary

London, United Kingdom

[ ], 2025

 

This proxy statement is dated [ ], 2025 and, together with the enclosed form of proxy card, is being sent to

stockholders on [ ], 2025.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or

accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. Soho House encourages you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which Soho House refers in this proxy statement.

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the other Transaction Agreements, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of Common Stock without attending the Special Meeting and to ensure that your shares of Common Stock are represented and voted at the Special Meeting.

Your vote is very important. The Merger cannot be completed without receipt of the Requisite Stockholder Approval. Even if you plan to virtually attend the Special Meeting, Soho House encourages you to submit a proxy as soon as possible.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of shares of Common Stock representing a majority in voting power of the shares of Common Stock present or represented by proxy at the Special Meeting and entitled to vote on the matter.

If you abstain from voting, your shares will be counted as present for purposes of determining the existence of a quorum, but such abstention will have the same effect as voting “AGAINST” the Majority Approval of the Merger Proposal and “AGAINST” the Adjournment Proposal. An abstention will not be considered a vote cast affirmatively or negatively and will have no effect on the outcome of the vote on the Unaffiliated Approval of the Merger Proposal.

Merger Agreement, subject to certain terms and conditions contained in the Rollover and Support Agreements (although such votes will not be considered for purposes of the Unaffiliated Approval of the Merger Proposal). For more information, see the sections of this proxy statement captioned “Special Factors—Intent of the Reinvestment Stockholders to Vote in Favor of the Merger” and “Other Transaction Agreements—Rollover and Support Agreements,” as well as the full text of the form of Rollover and Support Agreement attached as Annex B to this proxy statement, which is incorporated by reference in this proxy statement in its entirety.

In addition, each of Soho House’s directors and executive officers that are not Reinvestment Stockholders have informed Soho House that, as of the date of this proxy statement, they intend to vote all of the shares of Common Stock owned directly by them in favor of the Merger Proposal and the Adjournment Proposal (although such votes will not be considered for purposes of the Unaffiliated Approval of the Merger Proposal). As of the Record Date, such directors and executive officers beneficially owned, in the aggregate, approximately [ ] shares of Class A Common Stock and [ ] shares of Class B Common Stock, representing approximately [ ]% of the voting power of the shares of Common Stock outstanding as of the Record Date. For more information, see the section of this proxy statement captioned “Special Factors—Intent of Soho House’s Other Directors and Executive Officers to Vote in Favor of the Merger.”

As described more fully below, the Special Committee, with the assistance of its own independent financial and legal advisors, considered, evaluated and negotiated the Per Share Price and the other terms of the Merger Agreement and the other Transaction Agreements and unanimously: (1) determined that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby are advisable, fair to and in the best interests of Soho House and the Unaffiliated Stockholders; (2) recommended that the Board approve and declare advisable the Merger Agreement and the other Transaction Agreements and determine that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, Soho House and the Unaffiliated Stockholders; and (3) recommended that the Board submit the Merger Agreement and the other Transaction Agreements to Soho House’s stockholders for their adoption and approval and recommend that Soho House’s stockholders vote in favor of the adoption of the Merger Agreement and approval of the other Transaction Agreements.

The Board, acting on the unanimous recommendation of the Special Committee, unanimously: (1) determined that the Merger Agreement and the other Transaction Agreements, and the consummation of the Merger and other transactions contemplated thereby, are fair to, and in the best interests of, Soho House and its stockholders, including the Unaffiliated Stockholders; (2) approved and declared advisable the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby; (3) directed that the adoption of the Merger Agreement and approval of the other Transaction Agreements be submitted to a vote of Soho House’s stockholders; and (4) recommended that Soho House’s stockholders vote in favor of the adoption of the Merger Agreement and approval of the other Transaction Agreements.

In addition, the Special Committee and the Board, on behalf of Soho House, each believes that the Merger is substantively and procedurally fair to Soho House’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

You should read the section of this proxy statement captioned “Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger” for a discussion of the factors that the Special Committee and the Board considered in deciding to recommend the adoption and approval of the Merger Proposal.

In specified circumstances in which the Merger Agreement is terminated, Soho House may be required to pay a termination fee to certain of the Equity Investors or certain of the Equity Investors may be required to pay a termination fee to Soho House. In addition, in specified circumstances in which the Merger Agreement is terminated, Soho House may be responsible for reimbursing certain fees and expenses to certain parties. For more information, see the sections of this proxy statement captioned “The Merger Agreement—Termination Fees” and “Special Factors—Certain Effects on Soho House if the Merger Is Not Completed.”

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Common Stock held in “street name.” If you are a beneficial owner of shares of Common Stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record.

As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to virtually attend the Special Meeting. However, depending on your bank, broker or other nominee, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

If you do not provide your bank, broker or other nominee with voting instructions, your shares will not be voted on any of the proposals, which will have the same effect as if you voted “AGAINST” the Majority Approval of the Merger Proposal but will have no effect on the outcome of the vote on the Unaffiliated Approval of the Merger Proposal or the Adjournment Proposal.

The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Common Stock and to confirm that your voting instructions have been properly recorded when submitting a proxy to vote electronically over the internet or by telephone. Although there is no charge for submitting a proxy to vote your shares, if you submit a proxy to vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to virtually attend the Special Meeting, you are strongly encouraged to submit a proxy to vote your shares of Common Stock in advance of the Special Meeting. If you are a stockholder of record or, depending on your bank, broker or other nominee, if you provide a “legal proxy” to vote shares that you beneficially own, you may vote your shares of Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To submit a proxy to vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, depending on your bank, broker or other nominee, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

Even if you plan to virtually attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting, Soho House encourages you to promptly grant your proxy electronically over the internet or by telephone (using the enclosed proxy card) or sign, date and return the enclosed proxy card. If you virtually attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy previously submitted.

If, as of the Record Date, you are a beneficial owner of shares held in “street name,” depending on your bank, broker or other nominee, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions.

If you hold your shares of Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting; however, depending on your bank, broker or other nominee, you may be required to obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting in order to do so.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Board with respect to each proposal. This means that they will be voted “FOR” the adoption and approval of the Merger Proposal and “FOR” the approval of the Adjournment Proposal, and in the proxyholders’ discretion with respect to any other business that may properly come before the Special Meeting.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

For a more complete description of the U.S. federal income tax considerations of the Merger, see the section of this proxy statement captioned “Special Factors—U.S. Federal Income Tax Considerations of the Merger.”

the case of beneficial owners) their applicable shares of Common Stock through the effective date of the Merger; (3) properly demand appraisal of their applicable shares; (4) meet certain statutory requirements as described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal, will be entitled to seek appraisal of their shares in connection with the Merger in accordance with Section 262 of the DGCL. The requirements for perfecting and exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL, the full text of which is available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, New York 10036

Banks and brokerage firms call: (212) 297-0720

Stockholders and all others call toll-free: (888) 785-6707

Email: info@okapipartners.com

The following chronology summarizes key meetings, deliberations and events that led to the signing of the Merger Agreement and the other Transaction Agreements. This chronology does not purport to catalog every conversation involving the members of the Board or the Special Committee, the representatives of Soho House or the Special Committee, the Buyer Filing Parties or any other parties with respect to the Merger Agreement and the other Transaction Agreements.

As part of Soho House’s ongoing review of its business, since Soho House’s initial public offering in July 2021, the Board, together with members of Soho House’s senior management, regularly reviews and assesses, among other things, the performance, competitive position, future growth prospects, business plans and overall strategic direction of Soho House, as well as industry trends. These reviews have included discussions on a variety of strategic alternatives that may from time to time be available to Soho House, including implementing share repurchase programs, continuing as a stand-alone public company or pursuing potential strategic or financing transactions with third parties, in each case with the goal of enhancing stockholder value. In addition, Yucaipa regularly reviews and assesses its investment in Soho House, including reviews and assessments of the range of strategic alternatives that may from time to time be available to Soho House, and has discussions with members of Soho House’s senior management, the Board, other stockholders and third parties regarding such reviews and assessments, including discussions regarding potential strategic or financing transactions.

Citing a lagging stock price and its view that the public market had not understood or fully appreciated the value of Soho House’s brand and business, in February and March 2023, Yucaipa met with a number of potential investors, including certain sovereign wealth funds and private equity investors, to gauge and explore their potential interest in an investment in Soho House, including, among other transaction forms, potentially participating in a take-private transaction.

Following these discussions, on September 5, 2023, Mr. Ron Burkle, as Executive Chairman of the Board, received a non-binding written proposal from a private equity firm (“Party A”) regarding the acquisition of 100% of the shares of Common Stock not owned or controlled by Yucaipa, any other rolling stockholder and their respective affiliates. The proposed transaction offered $8.25 per share of Common Stock in cash which, at the date of Party A’s offer, represented an approximately 24%, 33% and 30% premium to the 30-day, 60-day and 90-day volume weighted-average closing stock price (“VWAP”), respectively, of the Class A Common Stock. Party A’s proposal did not include a financing contingency and stated that Party A had sufficient cash equity commitments from its fund and network of investors to complete the transaction. The proposal stated that the proposed transaction was subject to the completion of confirmatory due diligence, negotiation of a mutually acceptable transaction agreement and the rollover of Yucaipa’s shares of Class B Common Stock and would be conditioned on both the approval of a special committee of independent directors and a “majority of the minority” vote of stockholders.

Yucaipa had initially met with Party A, prior to Soho House’s initial public offering, in late 2020 and discussions between Yucaipa and Party A regarding a potential investment in Soho House periodically occurred from then through September 2023.

On September 18, 2023, the Board met in a special meeting at which Mr. Ron Burkle presented Party A’s proposal and discussed its terms and conditions. Because a condition to Party A’s proposal was the rollover of Yucaipa’s shares of Class B Common Stock, the Board formed a special committee to evaluate any potential offer, initially comprised of Mr. Yusef Jackson and Mr. Joe Hage, each of whom the Board determined was independent and disinterested with respect to the matters to be considered by the special committee (the “Initial Special Committee”). The Initial Special Committee hired a law firm as its independent legal counsel. Soho House and Yucaipa engaged Soho House’s current corporate counsel, Sidley, as their counsel with respect to any potential transactions to be considered by the Initial Special Committee. At this meeting, representatives of Sidley reviewed with the directors their fiduciary duties under applicable law and the roles and responsibilities of the Board and the Initial Special Committee in the context of a potential transaction.

The Initial Special Committee and Soho House agreed that each member of the Initial Special Committee would be entitled to receive $25,000 per month of service on the Initial Special Committee and would be entitled to

reimbursement for all reasonable, out-of-pocket expenses incurred in connection with their service on the Initial Special Committee. No portion of such compensation was contingent on the approval or consummation of a transaction.

During the period from October 2023 to May 2024, the Initial Special Committee held 28 meetings.

On October 31, 2023, the Initial Special Committee appointed Morgan Stanley as its independent financial advisor.

On November 17, 2023, Mr. Joe Hage notified the Initial Special Committee that he was resigning from the Initial Special Committee due to other professional commitments. The Board and the Initial Special Committee accepted his resignation and appointed Ms. Alice Delahunt to serve on the Initial Special Committee. The Board determined that Ms. Alice Delahunt was independent and disinterested with respect to the matters to be considered by the Initial Special Committee.

On November 21, 2023, Party A proactively submitted a revised proposal to the Initial Special Committee, at a price per share of $8.55. The Initial Special Committee, in consultation with Morgan Stanley, advised Party A that they would evaluate the revised opportunity and consider providing to Party A a draft non-disclosure agreement that Soho House was in the process of preparing.

During the period between December 2023 and March 2024, Soho House worked to establish a data room for potential transaction counterparties and to respond to initial diligence requests from Party A. During this period, the Initial Special Committee and Party A negotiated a non-disclosure agreement.

On December 19, 2023, representatives of Morgan Stanley met with Mr. Ron Burkle to discuss Party A’s offer. Mr. Ron Burkle indicated that Yucaipa would be willing to consider supporting Party A in taking Soho House private.

In January 2024, the Initial Special Committee retained an additional independent financial advisor and an additional independent legal counsel.

On January 29, 2024, Ms. Alice Delahunt notified the Initial Special Committee that she was resigning from the Initial Special Committee due to other professional commitments. The Board and the Initial Special Committee accepted her resignation and Mr. Yusef Jackson continued to serve on the Initial Special Committee alone.

On February 9, 2024, responding to a report by an activist of a target price for the Class A Common Stock of $0.00 (zero dollars), Soho House issued a press release announcing that it “fundamentally reject[ed]” the report, that it had formed the Initial Special Committee to evaluate certain strategic transactions, noting that “some of which may result in [Soho House] becoming a private company,” and that the Board had approved a new $50.0 million share repurchase program.

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 (which did not prevent Party A from bringing a private offer to the Board). 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.

On March 18, 2024, Mr. Ron Burkle, in a letter to stockholders (the “Stockholder Letter”) addressing the rumor of a potential transaction with Party A, disclosed that he was “not part of any bid” at that time, but “any proposal that may be on the table require[d] [him] to roll [his] shares.” In the Stockholder Letter, Mr. Ron Burkle also stated that “[t]he public market doesn’t seem to understand or fully appreciate the value of Soho House, and the interest from the special committee process has shown private buyers may be willing to step-up and close the gap” and indicated that he was not “intending to be a seller.”

Subsequent to the Stockholder Letter, Soho House and the Initial Special Committee, through Morgan Stanley, received five separate inbound inquiries from private equity firms regarding a potential transaction. None of these inquiries ultimately resulted in the execution of any non-disclosure agreements, the scheduling of any diligence sessions or delivery of any indications of interest to purchase any shares of Common Stock.

In late March and early April of 2024, at the direction of the Initial Special Committee, Morgan Stanley contacted an additional five private equity firms with expertise in the hospitality and luxury industries (including MCR, which declined the opportunity without executing a non-disclosure agreement or scheduling any meetings with

management) and four high net worth investors or family offices to determine whether any of those investors would be interested in an investment in Soho House, including whether they would consider being part of a consortium to take the company private. One such potential private equity investor (“Party B”) verbally indicated preliminary interest in a transaction at $8.00 to $10.00 per share of Common Stock (with the possibility to increase their bid above this range, subject to diligence).

Following discussions between the Initial Special Committee and its advisors on the one hand, and Yucaipa, senior management of Soho House and Soho House’s advisors, on the other hand, regarding the potential risks to Soho House of providing competitively sensitive information to Party B and feedback from Yucaipa that Party B was unlikely to be a strong long-term partner for the business, Party B was ultimately not granted access to the data room or any other confidential information relating to Soho House. No written proposal by Party B was ultimately received by the Initial Special Committee. None of the discussions at this time with the other potential investors resulted in the execution of a non-disclosure agreement, the scheduling of any diligence sessions or delivery of any indications of interest to purchase any shares of Common Stock.

On April 25, 2024, the Board appointed Mr. Eric Deardorff to the Board and as the Chair of the Audit Committee. The Board also appointed Mr. Eric Deardorff to the Initial Special Committee and re-appointed Mr. Joe Hage to the Initial Special Committee to serve with Mr. Yusef Jackson as a committee of three members. The Board determined that each of Mr. Eric Deardorff and Mr. Joe Hage were independent and disinterested with respect to the matters to be considered by the Initial Special Committee.

In May 2024, a counterparty interested in a strategic transaction with Soho House (“Party C”) executed a non-disclosure agreement with Yucaipa, which did not include a standstill provision. Discussions between Party C and Yucaipa had periodically occurred with respect to various potential partnership opportunities unspecific to Soho House throughout 2022 and 2023. Also in May 2024, Party C attended a meeting in Los Angeles with Yucaipa and a member of Soho House's senior management. Party C ultimately did not make any proposals with respect to a strategic transaction with Soho House.

On May 2, 2024, Party A notified the Initial Special Committee that it had decreased the price per share from its second indication of interest to $7.50 per share, following Party A’s review of the confidential information provided in the data room, including the March 2024 Projections.

Thereafter, the Initial Special Committee met with its independent legal and financial advisors to consider the advisability of continuing to engage with Party A and other potential investors regarding a potential strategic transaction. The Initial Special Committee and its advisors had numerous conversations with Yucaipa, Soho House’s senior management and the Initial Special Committee’s financial and legal advisors regarding the status of the conversations with Party A and other potential investors, the potential risks to Soho House of providing competitively sensitive information to additional potential investors and whether it was in the best interests of Soho House’s stockholders to disband the Initial Special Committee, given the limited interest from potential investors to date and the related costs being incurred by Soho House. Ultimately, the Initial Special Committee voted unanimously to reject Party A’s $7.50 per share indication of interest, given the lower price per share, and determined that ceasing discussions with Party A was in the best interest of Soho House and its public stockholders.

On May 31, 2024, Soho House announced that it had received an indication of interest that reflected a substantial premium over the then current trading price for the Class A Common Stock and, after thorough review by the Initial Special Committee and its independent advisors, the Initial Special Committee concluded that the indicative bid did not adequately reflect the value of Soho House and was not in the best interest of Soho House’s public stockholders. The Initial Special Committee recommended that the Board dissolve the Initial Special Committee, and the Board approved of such dissolution.

In early March 2024, Mr. Ron Burkle and Yucaipa expressed interest in hiring Citigroup (“Citi”) as a financial advisor to Yucaipa to evaluate strategic alternatives for Yucaipa’s investment in Soho House.

On April 11, 2024, Citi contacted four companies in the luxury and hospitality industries to see whether they would have any interest in discussing purchasing some of Yucaipa’s stake in Soho House or a transaction directly with Soho House. Citi conducted introductory calls with these parties over the succeeding weeks. Of these parties, only one

potential investor executed a non-disclosure agreement (which included a two-year standstill provision that did not prevent the counterparty from making private requests for amendments or waivers of such standstill restrictions). Each of these initial outreach parties elected to decline the opportunity between the end of April 2024 and end of May 2024.

On April 25, 2024, Citi met telephonically with a strategic investor in the hospitality industry (“Party D”). Following a number of succeeding calls thereafter, Party D met with Yucaipa and Citi on June 5, 2024.

On June 27, 2024, Citi was introduced by Mr. Ron Burkle to Mr. Ashton Kutcher, an actor and entrepreneur, Mr. Dan Rosensweig, a well-known business executive, and their financial advisor, LionTree. Mr. Ashton Kutcher and Mr. Dan Rosensweig led a group of investors (the Bruce Group), which had expressed preliminary interest to Yucaipa on June 4, 2024 in a potential transaction between Soho House and the Bruce Group at $8.50 per share (with the Voting Group rolling its shares of Common Stock).

On July 5, 2024, the Bruce Group requested additional diligence information and confirmed its preliminary proposal to Yucaipa at $8.50 per share.

On July 18, 2024, Party D made an initial proposal via email to Citi to take Soho House private for between $7.00 and $7.60 per share of Common Stock, with the Voting Group rolling over its shares of Common Stock. Following discussions with Yucaipa, Citi communicated to Party D that this price range was too low. Subsequent to that communication, further discussions with Party D ceased. Discussions with Party D did not result in the execution of a non-disclosure agreement or the scheduling of any diligence sessions or delivery of an indication of interest to purchase any shares of Common Stock.

On July 25, 2024, Citi and Yucaipa entered into an engagement letter, whereby Citi would provide financial advisory services to Yucaipa in connection with a potential transaction involving its stake in Soho House.

Mr. Ashton Kutcher, Mr. Dan Rosensweig, Yucaipa, Citi and LionTree held multiple follow-up calls in July and August 2024.

On August 23, 2024, the Bruce Group raised its preliminary proposal to $9.00 per share.

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 (which did not prevent Classact from bringing a private offer to the Board). On September 10, 2024, at the direction of the Board, the Bruce Group and its advisors were granted access to diligence material related to Soho House.

In September 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 (which did not prevent the counterparty from bringing a private offer to the Board) and was granted access to confidential diligence materials thereafter, 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 6, 2024, which included a one-year standstill provision (which did not prevent Party G from bringing a private offer to the Board) 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.

On December 16, 2024, after having received access to the data room for further diligence, the Bruce Group delivered a final letter to the Board confirming their $9.00 per share proposal (the “December 16, 2024 Proposal”).

The December 16, 2024 Proposal indicated that:

The December 16, 2024 Proposal stated the proposed transaction would be conditioned on both the approval of a special committee of independent directors of Soho House and a “majority of the minority” vote of stockholders.

On December 18, 2024, the Board held a meeting with members of Soho House’s senior management, representatives of Yucaipa and representatives of Sidley in attendance. At the meeting, the Board reviewed the terms of the December 16, 2024 Proposal. Mr. Ron Burkle indicated that Yucaipa was supportive of the proposed transaction, would be willing to roll over its shares of Common Stock in connection with the proposed transaction and was not interested in selling its shares of Common Stock to a third party. Mr. Ron Burkle also indicated that, given the recent prior review of strategic alternatives, the results of the latest outreach by Citi to potential investors and the risks of providing additional parties with confidential information, he was skeptical that any further marketing processes for an alternative transaction were warranted or advisable. Mr. Ron Burkle further informed the Board that any transaction would be conditioned on both the approval of a special committee of independent directors of Soho House and a “majority of the minority” vote of stockholders.

Also at the December 18, 2024 Board meeting, representatives of Sidley outlined the Board’s fiduciary duties and the roles and responsibilities of the Board and a special committee in the context of the proposed transaction. Thereafter, the Board voted to establish the Special Committee, initially comprised of Mr. Eric Deardorff and Mr. Joe Hage, and vested in the Special Committee the full authority to consider, negotiate, reject and/or approve (or recommend) the transaction reflected in the December 16, 2024 Proposal or any other similar transaction (any such transaction, a “Potential Transaction”). The Board resolved that it would not approve, consider or recommend to Soho House’s stockholders a Potential Transaction absent a favorable recommendation of the Special Committee. The Board further determined that each of the directors appointed to serve on the Special Committee was disinterested and independent with respect to a Potential Transaction. The Board resolved that the members of the Special Committee would be entitled to receive compensation for their service on the Special Committee, to be determined between the Special Committee and Soho House. Mr. Joe Hage ultimately did not participate in any Special Committee meetings, actions or deliberations, and on January 29, 2025, resigned as a member of the Special Committee after determining that time constraints prevented him from serving on the Special Committee. As a result, on January 31, 2025, the Board approved the reconstitution of the Special Committee to consist solely of Mr. Eric Deardorff. Thereafter, each Special Committee action was unanimously approved by all members then serving on the Special Committee, including when Mr. Yusef Jackson was later added to the Special Committee on April 25, 2025.

On December 19, 2024, Soho House publicly announced the receipt of the December 16, 2024 Proposal and the formation of the Special Committee empowered to evaluate a Potential Transaction. Soho House also announced on December 19, 2024 reduced fiscal year 2024 Adjusted EBITDA guidance of approximately $140 million, which was approximately 13% below $161 million, the midpoint of Soho House’s previously disclosed Adjusted EBITDA guidance range of $157 million to $165 million, issued in May 2024.

On December 23, 2024, the Special Committee met with representatives of Morgan Stanley, who had advised the Initial Special Committee in the prior process described above in “—Prior Evaluation of Strategic Alternatives.” After deliberation, the Special Committee determined to engage Morgan Stanley as its financial advisor. This determination was based upon, among other things, Morgan Stanley’s qualifications and experience, its knowledge of Soho House and its lack of any material conflicts of interest in a Potential Transaction that would impact its ability to provide independent financial advice.

On December 27, 2024, Soho House engaged Citi to act as its financial advisor with respect to the transaction and Yucaipa and Citi mutually terminated their engagement on December 29, 2024.

On December 28, 2024, a representative of MCR reached out to Mr. Ron Burkle regarding the possibility of MCR making an equity investment in Soho House in connection with a Potential Transaction.

On December 30, 2024, representatives of Citi discussed with representatives of MCR its interest in making an equity investment in Soho House in connection with a Potential Transaction. MCR suggested its interest in an investment of between $50.0 to $100.0 million.

On January 3, 2025, the Special Committee met with representatives of Morris Nichols, during which the Special Committee interviewed Morris Nichols to serve as the Special Committee’s independent counsel. Following the meeting, the Special Committee determined to engage Morris Nichols to serve in that role.

On January 6, 2025, the Special Committee met with representatives of Fried Frank and other potential counsel. During these meetings, the Special Committee interviewed Fried Frank and other potential counsel to serve as independent counsel to the Special Committee. The Special Committee determined to engage Fried Frank to serve in that role.

On January 8, 2025, the Special Committee entered into a letter agreement reinstating the engagement letter dated November 17, 2023, as amended, entered into with Morgan Stanley by the Initial Special Committee.

On January 9, 2025, representatives of Morgan Stanley met with representatives of Citi and discussed the outreach to potential transaction counterparties that had been previously conducted by Citi and the status of the Bruce Group’s due diligence of Soho House. The representatives of Citi informed the representatives of Morgan Stanley that the Bruce Group wished to conduct further due diligence on Soho House, including holding in-person diligence sessions with members of Soho House’s senior management, and, subject to the approval of the Special Committee, reaching out to certain of Soho House’s existing stockholders to ascertain their interest in potentially rolling over their shares of Common Stock in connection with a Potential Transaction.

Later on January 9, 2025, the Special Committee held a meeting with representatives of Morgan Stanley and Morris Nichols in attendance. The representatives of Morgan Stanley updated the Special Committee on discussions held with representatives of Citi earlier that day. Representatives of Morgan Stanley discussed with the Special Committee that the December 16, 2024 Proposal assumed that all outstanding shares of Common Stock (other than 39.2 million shares) would roll over in the proposed transaction and, as such, for the transaction to be completed, a total of approximately 158.8 million shares of Common Stock would need to roll over or otherwise be acquired, including the 143.3 million shares held by the members of the Voting Group. A total of approximately $350.0 million in cash funding would be required to be funded by the Bruce Group and, potentially, other investors to cash out the holders of the remaining 39.2 million shares of Common Stock at $9.00 per share. The Special Committee and its advisors discussed various procedural and strategic considerations related to a Potential Transaction, including communications with potential rollover stockholders and price negotiations. During this discussion, the Special Committee and its advisors discussed Mr. Ron Burkle’s position that he was not a seller at that time and certain challenges facing Soho House as a public company. Following discussion, the Special Committee authorized Soho House’s senior management to respond to certain of the Bruce Group’s due diligence requests with the assistance of Morgan Stanley.

On January 10, 2025, the Special Committee held a meeting with representatives of Morris Nichols in attendance. During the meeting, representatives of Morris Nichols discussed Mr. Eric Deardorff’s independence and confirmed his independence and disinterestedness with respect to a Potential Transaction.

On January 14, 2025, the Special Committee and Soho House agreed that each member of the Special Committee would be entitled to receive $25,000 per month of service on the Special Committee and would be entitled to reimbursement for all reasonable, out-of-pocket expenses incurred in connection with their service on the committee. No portion of such compensation is or was contingent on the approval or consummation of a Potential Transaction.

On January 16, 2025, representatives of Paul Weiss, counsel to the Bruce Group, made a request to Fried Frank that the Special Committee grant approval for purposes of the business combination provision of Soho House’s certificate of incorporation (the “Business Combination Provision”) to allow members of the Bruce Group to engage with various existing stockholders of Soho House, including Yucaipa and Goldman Sachs, to ascertain their potential interest in rolling over their shares of Common Stock in connection with a Potential Transaction and to engage in discussions with Yucaipa regarding the governance of Soho House after the consummation of a Potential Transaction.

The Business Combination Provision of Soho House’s certificate of incorporation prevents Soho House from engaging in any business combination with any “owner” (including by reason of an agreement, arrangement or understanding) of 15% or more of Soho House’s outstanding voting stock (an “interested stockholder”) for three years, absent receipt of a supermajority stockholder approval. The restriction of the Business Combination

Provision does not apply to a business combination with an interested stockholder if the Board (or a committee of the Board) approved the transaction that resulted in the person becoming an interested stockholder. As detailed below, at several points during the transaction process, the Special Committee adopted resolutions to approve specified discussions and negotiations between certain members of the Voting Group and other parties to the extent that the Business Combination Provision potentially would apply to such discussions and negotiations. In each case, the Special Committee provided that any written and binding agreement related to such discussions would require further approval of the Special Committee.

On January 22, 2025 and January 23, 2025, representatives of the Bruce Group participated in due diligence sessions, which were attended by members of Soho House’s senior management and representatives of Morgan Stanley, Citi and Sidley. At these meetings, Soho House’s senior management reiterated that, consistent with Soho House’s revised guidance issued on December 19, 2024, Soho House’s senior management expected Soho House’s actual fiscal year 2024 Adjusted EBITDA to be $140 million, approximately 13.6% below the $162 million estimate reflected in the October 2024 Projections shared by Soho House’s senior management with the Bruce Group prior to its submission of the December 16, 2024 Proposal. Soho House’s senior management also indicated that Soho House’s fiscal year 2025 budgeted Adjusted EBITDA was likely to be $200 million, approximately 12% below the $228 million estimate reflected in the October 2024 Projections.

At a meeting of the Special Committee on January 24, 2025, representatives of Morgan Stanley discussed with the Special Committee the December 16, 2024 Proposal, the October 2024 Projections and the 2025 Budget, including the key assumptions underlying those forecasts. Morgan Stanley also discussed with the Special Committee Morgan Stanley’s preliminary financial analyses of Soho House based on Soho House’s senior management’s internal forecasts for 2026, 2027 and 2028 in the October 2024 Projections and the related metrics in the 2025 Budget. The materials that were presented by representatives of Morgan Stanley at this meeting are filed as Exhibit 16(c)(vi) to the Schedule 13E-3.

On January 28, 2025, the Special Committee held a meeting with representatives of Morgan Stanley and Morris Nichols in attendance. During the meeting, the Special Committee and its advisors discussed, among other things: (i) the requested approval under the Business Combination Provision and (ii) the due diligence sessions held on January 22, 2025 and January 23, 2025. The Special Committee and its advisors discussed potential responses to the request for approval under the Business Combination Provision. Following the discussion, the Special Committee requested that Morris Nichols prepare a document providing the Bruce Group with a limited approval under the Business Combination Provision for the Special Committee’s consideration. Representatives of Morgan Stanley then reviewed the materials discussed with the Special Committee at the January 24, 2025 Special Committee meeting. The Special Committee discussed with representatives of Morgan Stanley the October 2024 Projections and the 2025 Budget and the Special Committee’s views with respect to the risks to the achievability of those forecasts. In that regard, using the materials for the January 24, 2025 Special Committee Meeting, the Special Committee and the representatives of Morgan Stanley discussed, among other things, that: (i) Soho House historically had difficulty meeting its financial guidance; (ii) Wall Street analysts’ consensus estimates for Soho House for fiscal years 2025 and 2026 were materially below Soho House’s senior management’s internal forecasts; (iii) Soho House’s senior management’s internal estimates projecting that Soho House’s Adjusted EBITDA Margin would increase from 11% in fiscal year 2024 to 21% by fiscal year 2028, which is significantly greater than the Adjusted EBITDA Margin achieved by Soho House historically, and significantly greater than the 15% long-term Adjusted EBITDA Margin guidance provided by Soho House in connection with its initial public offering; (iv) Soho House’s senior management’s internal forecasts estimated declines in general and administrative expenses, driven by cost efficiency initiatives and new enterprise resource planning systems in the process of being implemented by Soho House, notwithstanding that Soho House’s senior management expected the number of Houses to increase significantly, implying that substantial costs could be removed from Soho House’s business without impacting its growth; (v) the fixed costs associated with many of Soho House’s leases implied that Soho House had significant financial leverage beyond its corporate and asset level debt; and (vi) the Senior Secured Notes, representing approximately 66% of Soho House’s consolidated indebtedness as of June 29, 2025, maturing on March 31, 2027, that any new debt to be incurred by Soho House to refinance the Senior Secured Notes would likely be materially more expensive, and that this increased expense was not reflected in Soho House’s senior management’s budgeted and internal forecasts. Also at this meeting, representatives of Morgan Stanley informed the Special Committee that MCR had requested access to diligence materials in connection with its potential participation in a Potential Transaction. Following discussion, the Special Committee directed Morgan Stanley to gather additional information concerning MCR’s request.

On January 29, 2025, Daniel Loeb and Third Point LLC (“Third Point”) sent a letter to the Board (and filed a corresponding Schedule 13D that day), expressing concerns regarding a Potential Transaction contemplated by the December 16, 2024 Proposal. Later that day, the Special Committee held a meeting with representatives of Morgan Stanley and Morris Nichols in attendance. During the meeting, the Special Committee and its advisors discussed the Third Point letter and also discussed potential terms of an approval under the Business Combination Provision to allow discussions between members of the Bruce Group, on the one hand, and representatives of Yucaipa and other Soho House stockholders (including members of the Voting Group and Goldman Sachs), on the other hand.

On January 30, 2025, representatives of Fried Frank discussed with representatives of Paul Weiss the potential terms of an approval under the Business Combination Provision. At the meeting, representatives of Paul Weiss reiterated that Yucaipa and other significant stockholders of Soho House would need to roll over a significant number of shares of Common Stock in order for a Potential Transaction to be completed on the terms contemplated by the Bruce Group and expressed in the December 16, 2024 Proposal. The representatives of Paul Weiss further stated that the Bruce Group’s willingness to proceed with a Potential Transaction was contingent on reaching an agreement with Yucaipa regarding post-transaction governance matters. The representatives of Paul Weiss again requested approval under the Business Combination Provision for members of the Bruce Group to engage in discussions with Yucaipa regarding post-transaction governance matters and to reach out to other members of the Voting Group, Goldman Sachs and Third Point.

Later on January 30, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. During the meeting, the representatives of Fried Frank updated the Special Committee on the discussions with Paul Weiss described in the paragraph above. The Special Committee and its advisors discussed the possibility that a Potential Transaction may not be available if the Bruce Group was unable to engage with Yucaipa and Goldman Sachs regarding a potential rollover, post-transaction governance and other transaction-related matters. The Special Committee and its advisors further discussed potential parameters of an approval under the Business Combination Provision to ensure that the Special Committee was able to maintain visibility and oversight over discussions with Yucaipa and Goldman Sachs. After discussion, the Special Committee determined that it would approve the Bruce Group engaging with Yucaipa and expressed a willingness to approve discussions with Goldman Sachs and Third Point. The representatives of Morgan Stanley also informed the Special Committee that Morgan Stanley had received a call from Citi regarding the possible willingness of MCR to serve as a potential source of equity financing for a Potential Transaction, thereby reducing the number of shares of Common Stock that would need to be rolled over. Following discussion, the Special Committee agreed that MCR should execute a non-disclosure agreement with Soho House in connection with its potential involvement in a Potential Transaction.

Also on January 30, 2025, Mr. Eric Deardorff received a call from Mr. Ashton Kutcher, during which Mr. Ashton Kutcher reiterated the Bruce Group’s focus on beginning discussions with Yucaipa regarding post-closing governance matters and engaging with Goldman Sachs and Third Point. Mr. Eric Deardorff indicated to Mr. Ashton Kutcher that the Special Committee was engaging with its legal advisors on a waiver that would facilitate such discussions but also ensure that the Special Committee maintained visibility and oversight over the discussions.

On January 31, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. In advance of this meeting, Morgan Stanley provided the Special Committee with a memorandum describing the services (or lack thereof) provided by Morgan Stanley to and any interest (or lack thereof) held by Morgan Stanley in Soho House, Yucaipa and certain members of the Bruce Group in the two years prior to January 22, 2025. The Special Committee concluded that any such services did not impair Morgan Stanley’s ability to serve as financial advisor to the Special Committee. Also, during the meeting, the Special Committee and its advisors discussed Mr. Eric Deardorff’s call the day before from Mr. Ashton Kutcher, as well as the potential terms of, and process for finalizing and granting, approval under the Business Combination Provision. Following the meeting, the Special Committee adopted resolutions circulated by Fried Frank approving, for purposes of the Business Combination Provision, discussions between Yucaipa and the Bruce Group regarding post-closing governance matters and a discussion in which the Bruce Group would inform Third Point of the identity of the Bruce Group members. Thereafter, representatives of the Bruce Group began to engage in discussions with Yucaipa regarding post-closing governance matters and informed Third Point of the identity of certain of the Bruce Group members.

On February 4, 2025, MCR executed a non-disclosure agreement (which included a one-year standstill provision and did not prevent MCR from bringing a private offer to the Board) and commenced diligence shortly thereafter.

On February 5, 2025, representatives of Morgan Stanley discussed with representatives of the Bruce Group the status of the due diligence process and the Bruce Group’s discussions with Yucaipa regarding post-transaction governance matters. During this discussion, the representatives of the Bruce Group stated that the Bruce Group was preparing a proposed term sheet relating to post-closing governance terms to be provided to Yucaipa (the “Voting Agreement Term Sheet”), which ultimately resulted in the draft Voting Agreement. Thereafter, representatives of Paul Weiss shared with Yucaipa, and separately with Fried Frank, an initial draft of the Voting Agreement Term Sheet. Paul Weiss continued to provide representatives of Fried Frank with updates regarding material changes to the Voting Agreement Term Sheet as negotiations progressed.

In the following weeks, the Special Committee met regularly with representatives of Fried Frank, Morgan Stanley and Morris Nichols to discuss the status of negotiations between the Bruce Group and Yucaipa with respect to the Voting Agreement Term Sheet, and progress on the Bruce Group’s due diligence review.

In early February 2025, Citi reached out to a new investor who proposed an equity investment in Soho House (“Party H”). Party H executed a non-disclosure agreement with Soho House on February 10, 2025, which included a one-year standstill provision (which did not prevent Party H from bringing a private offer to the Board) and was granted access to confidential diligence materials that same day, including the October 2024 Projections. Subsequent to an initial call with Citi, Party H did not proceed in its diligence or make a proposal for an equity investment in Soho House.

On February 13, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. The Special Committee discussed with its advisors Soho House’s financial results for fiscal year 2024 and potential next steps regarding the Potential Transaction, including negotiations with the Bruce Group on price. Representatives of Morgan Stanley noted that Soho House’s actual fiscal year 2024 Adjusted EBITDA was approximately 18.5% below the Adjusted EBITDA estimate reflected in the October 2024 Projections. Further, the Special Committee, Morgan Stanley, Fried Frank and Morris Nichols discussed that Soho House’s actual fiscal year 2024 Adjusted EBITDA was below their December 19, 2024 guidance by approximately $8 million, or 6%, and that fiscal year 2025 Adjusted EBITDA in the 2025 Budget had declined by approximately $28 million, or 12%, from the corresponding estimate in the October 2024 Projections. Morgan Stanley further noted that, notwithstanding Soho House’s failure to achieve the fiscal year 2024 Adjusted EBITDA estimate reflected in the October 2024 Projections (or in Soho House’s reduced guidance for fiscal year 2024 Adjusted EBITDA issued on December 19, 2024) and that fiscal year 2025 Adjusted EBITDA in the 2025 Budget had declined by approximately $28 million, or 12%, from the corresponding estimate in the October 2024 Projections, the Bruce Group’s offer had remained at the $9.00 price per share reflected in the December 16, 2024 Proposal.

On February 27, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. During the meeting, the representatives of Morgan Stanley conveyed to the Special Committee that Morgan Stanley was informed by Citi that MCR remained interested in potentially participating as a minority equity financing source in a Potential Transaction.

On February 28, 2025, representatives of Morgan Stanley discussed with representatives of the Bruce Group its due diligence process. The representatives of the Bruce Group stated that the Bruce Group expected to finalize discussions with Yucaipa regarding the Voting Agreement Term Sheet in short order, following which it would seek to complete the remaining components of its due diligence and then to finalize negotiations regarding sources of funding and rollover amounts.

Starting in March, Fried Frank, with the assistance of Sidley, drafted the initial draft of the Merger Agreement and Sidley, with the assistance of Fried Frank, drafted the initial form of Rollover and Support Agreement. Throughout the months of March through July 2025, Sidley, Fried Frank and Paul Weiss negotiated the terms of the Merger Agreement, form of Rollover and Support Agreement and the Voting Agreement.

On March 11, 2025, representatives of Yucaipa, Citi and Sidley discussed with representatives of Morgan Stanley a request from Yucaipa to obtain authorization from the Special Committee to initiate outreach to Mr. Richard Caring, Mr. Nick Jones, certain other members of the Board, certain employees of Soho House, Goldman Sachs, and four other large stockholders of Soho House to discuss whether they would be willing to roll over their existing shares of Common Stock in a Potential Transaction.

Also on March 11, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. During the meeting, the Special Committee and its advisors discussed the Bruce

Group’s funding requirements for its $9.00 per share offer, including the need to raise additional capital to finance a Potential Transaction in the event that significant stockholders declined to roll over the number of shares of Common Stock assumed to be rolled over by the December 16, 2024 Proposal. The Special Committee and its advisors also discussed the status of discussions with MCR regarding it serving as a potential minority equity financing source for the Potential Transaction. The Special Committee and its advisors also discussed next steps in the process, including the potential price discussions and the preparation and anticipated distribution of an initial draft of the Merger Agreement, including the key terms thereof. Following the meeting, the representatives of Fried Frank shared an initial draft of the Merger Agreement with representatives of Sidley.

Beginning in mid-March 2025 through mid-April 2025, the representatives of Morgan Stanley held calls with representatives of Yucaipa, Soho House, the Bruce Group, Citi and LionTree, and the representatives of Fried Frank held calls with the representatives of Sidley and Paul Weiss, to discuss the Potential Transaction.

On March 13, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. During the meeting, the representatives of Morgan Stanley updated the Special Committee and its advisors on recent meetings with representatives of Yucaipa, Soho House, Citi and Sidley. The representatives of Morgan Stanley also discussed the Bruce Group’s limited capital and the possibility that the Bruce Group and Yucaipa may request Special Committee approval to engage with additional existing Soho House stockholders regarding the potential rollover of their equity securities.

On March 18, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. The representatives of Morgan Stanley updated the Special Committee on its recent discussions in which it was indicated that Yucaipa was seeking authorization from the Special Committee to initiate outreach to certain stockholders to discuss whether they would be willing to roll over their existing shares of Common Stock in connection with a Potential Transaction. The Special Committee and its advisors considered Yucaipa’s request and discussed the potential implications of such outreach to existing Soho House stockholders in connection with a Potential Transaction, including considerations relevant to such stockholders’ willingness to engage in such discussions, the “over the wall” scripts for such outreach and the expected timing thereof. Following this discussion, the Special Committee determined that permitting such discussions was advisable and in the best interests of the Unaffiliated Stockholders because, absent such discussions, it would not be possible to ascertain whether such stockholders were willing to roll over a sufficient number of shares of Common Stock to allow a Potential Transaction to be viable. The Special Committee granted approval of those discussions under the Business Combination Provision.

On March 21, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. In advance of this meeting, the representatives of Fried Frank distributed drafts of the Merger Agreement and the form of Rollover and Support Agreement, which had been prepared by Fried Frank and reflected input from Sidley, as well as the initial draft of the Voting Agreement that was intended to reflect the terms of the Voting Agreement Term Sheet that had been circulated by Paul Weiss on March 19, 2025. Representatives of Fried Frank reviewed with the Special Committee the proposed transaction structure for a Potential Transaction, including the terms of the draft Merger Agreement, the draft form of Rollover and Support Agreement, the draft Voting Agreement, and the anticipated terms of the form of Bruce Group Equity Commitment Letter. Representatives of Morgan Stanley updated the Special Committee on discussions it held with representatives of Citi regarding Yucaipa and Mr. Ron Burkle engaging in confidential outreach to certain Soho House stockholders to ascertain their willingness to roll over their shares of Common Stock in connection with a Potential Transaction. The Special Committee and its advisors also discussed the capital required for a Potential Transaction and the efforts that would need to be made by Yucaipa and the Bruce Group to obtain sufficient rollover commitments in order for a Potential Transaction to be viable. Representatives of Morgan Stanley then discussed with the Special Committee updates to their preliminary financial analysis of Soho House. The materials that were presented by representatives of Morgan Stanley at the meeting are filed as Exhibit 16(c)(v) to the Schedule 13E-3. Following the meeting, representatives of Fried Frank distributed drafts of the Merger Agreement and the form of Rollover and Support Agreement to Paul Weiss.

On March 27, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance and provided an update on discussions with respect to a Potential Transaction. During the meeting, representatives of Fried Frank and Morris Nichols also discussed with the Special Committee certain recent amendments to the DGCL related to going-private transactions involving controlling stockholders.

On March 31, 2025, Soho House announced its fourth fiscal quarter and fiscal year 2024 financial results and filed its Annual Report on Form 10-K with the SEC.

Also on March 31, 2025, representatives of Morgan Stanley held discussions with representatives of Citi and the Bruce Group regarding the status of the Voting Agreement Term Sheet. Representatives of Citi and the Bruce Group informed Morgan Stanley that the Bruce Group and Yucaipa were continuing to negotiate the Voting Agreement Term Sheet, and that Yucaipa intended to ensure that all parties were aligned on the Voting Agreement Term Sheet prior to taking further steps towards a Potential Transaction, including any outreach to additional existing Soho House stockholders to ascertain their interest in a rollover of their shares of Common Stock in connection with a Potential Transaction.

Also in March 2025, Mr. Ron Burkle discussed with Mr. Richard Caring the progress of the discussions with respect to a Potential Transaction and requested that he roll over all or a portion of his equity ownership in Soho House in order to mitigate the need for additional equity or debt financing. Mr. Richard Caring expressed that he had not decided on whether he was willing to roll over his shares of Common Stock in connection with a Potential Transaction at that time and expressed his desire for liquidity, given the length of time of his investment in Soho House.

On April 1, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. The representatives of Morgan Stanley updated the Special Committee on their discussions with representatives of Citi and the Bruce Group held on March 31, 2025. The Special Committee and its advisors discussed the expectation that outreach to the additional existing Soho House stockholders regarding a rollover in connection with a Potential Transaction would commence after the Voting Agreement Term Sheet had been finalized. Representatives of Morgan Stanley further noted that it was their understanding that Mr. Ron Burkle and Mr. Richard Caring had discussed the possibility of Mr. Richard Caring rolling over his equity securities in connection with a Potential Transaction, and that Mr. Richard Caring was continuing to evaluate a possible rollover. Representatives of Morgan Stanley also discussed with the Special Committee potential implications for the Bruce Group’s $9.00 per share offer in light of the fact that Soho House’s fourth fiscal quarter and fiscal year 2024 financial results announced on March 31, 2025 were below Wall Street analysts’ consensus estimates, Soho House’s actual fiscal year 2024 Adjusted EBITDA was below its December 19, 2024 guidance by approximately $8 million, or 6%, and that Soho House’s fiscal year 2025 Adjusted EBITDA in the 2025 Budget had declined by approximately $28 million, or 12%, from the corresponding estimate in the October 2024 Projections. Morris Nichols also further discussed with the Special Committee the recent amendments to the DGCL.

On April 7, 2025, representatives of Fried Frank received a copy of the draft Voting Agreement Term Sheet that Yucaipa circulated to the Bruce Group.

On April 8, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. Representatives of Fried Frank reviewed with the Special Committee the status of the draft Voting Agreement Term Sheet. Representatives of Morgan Stanley noted to the Special Committee that it was their understanding that Yucaipa and Citi had not yet commenced discussions with additional existing Soho House stockholders with respect to rolling over their shares of Common Stock in the Potential Transaction, due to ongoing negotiations concerning the Voting Agreement Term Sheet. The Special Committee and its advisors also discussed the potential appointment of a second director to the Special Committee and agreed to continue evaluating the matter.

On April 15, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. Representatives of Fried Frank and Morgan Stanley reported to the Special Committee that they had been informed that Yucaipa and the Bruce Group had reached a preliminary understanding on the key terms of the Voting Agreement Term Sheet and that revised drafts of the Voting Agreement, reflecting the agreed-upon terms of the Voting Agreement Term Sheet, were in process. At the meeting, the Special Committee and its advisors also discussed the approval, for purposes of the Business Combination Provision, of discussions between Yucaipa, the Bruce Group and MCR regarding MCR’s potential provision of equity financing for a Potential Transaction. The Special Committee determined that such approval was in the best interests of the Unaffiliated Stockholders, noting that MCR’s participation could mitigate any capital shortfall in connection with a Potential Transaction and allow for greater certainty of the consummation of a Potential Transaction. Following discussion, the Special Committee approved discussions and negotiations between Yucaipa, members of the Bruce Group and MCR relating to MCR’s participation in a Potential Transaction for purposes of the Business Combination Provision.

On April 16, 2025, representatives of Morgan Stanley discussed with representatives of Citi, among other matters, outreach by Mr. Ron Burkle to certain of Soho House’s existing stockholders regarding the potential rollover of their shares of Common Stock in connection with a Potential Transaction. At that time, representatives of Citi shared with Morgan Stanley that: (i) Mr. Richard Caring was expected to roll over approximately two-thirds of his shares (representing approximately 25 million shares of Common Stock); (ii) Mr. Nick Jones was expected to roll over 100% of his shares (representing approximately 10 million shares of Common Stock); (iii) Yucaipa and Mr. Ron Burkle were expected to roll over 100% of their shares (representing approximately 91.8 million shares of Common Stock); (iii) the Bruce Group was seeking to source an additional $50.0 million of funding ($400.0 million in total, compared to the $350.0 million that was contemplated by the December 16, 2024 Proposal); and (iv) a $100.0 million equity investment was expected from MCR. This structure for a Potential Transaction would require 22.1 million additional shares of Common Stock to be rolled over by (or otherwise acquired from) stockholders outside of the Voting Group.

On April 18, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. During the meeting, representatives of Morgan Stanley reviewed with the Special Committee its discussion with representatives of Citi on April 16, 2025, and discussed the process for conducting conversations with certain of Soho House’s existing stockholders regarding potentially rolling over their shares of Common Stock in connection with a Potential Transaction. Representatives of Morgan Stanley relayed to the Special Committee Citi’s request for the grant of approval by the Special Committee of discussions between Yucaipa and an additional existing Soho House stockholder with respect to rolling over their shares of Common Stock in a Potential Transaction. Following discussion, the Special Committee determined that it was in the best interests of the Unaffiliated Stockholders to grant the requested approval, given that additional rollover stockholders could mitigate any capital shortfall in connection with a Potential Transaction, and allow for greater certainty of the consummation of a Potential Transaction.

On April 21, 2025 and April 22, 2025, after receiving the appropriate approvals from the Special Committee on March 18, 2025 and April 18, 2025, Citi and Yucaipa initiated outreach to certain existing significant Soho House stockholders about the rollover opportunity (the “Wall Cross Stockholders”). Citi contacted six Wall Cross Stockholders in connection with this outreach, including Goldman Sachs. All but one of the Wall Cross Stockholders executed a non-disclosure agreement, which included a one-year standstill provision (which did not prevent the counterparty from bringing a private offer to the Board).

Following execution of their respective non-disclosure agreements, certain of the Wall Cross Stockholders received access to certain confidential information, including certain confidential financial information based on the October 2024 Projections and the 2025 Budget and the Voting Agreement Term Sheet.

Four of the Wall Cross Stockholders held calls with Mr. Ron Burkle to discuss the rollover opportunity. These calls took place between April 28, 2025 and May 6, 2025. After these calls, all of the Wall Cross Stockholders, other than Goldman Sachs, elected not to agree at such time to roll over their shares of Common Stock.

During the following week, the Special Committee met with representatives of Fried Frank, Morgan Stanley and Morris Nichols to discuss updates on the confidential conversations that Mr. Ron Burkle was engaging in with the Wall Cross Stockholders. During that time, the Special Committee also discussed the potential appointment by the Board of an additional director to the Special Committee.

In late April of 2025, Yucaipa had a series of discussions with Goldman Sachs regarding its proposal that Goldman Sachs roll over 90% of its existing shares of Common Stock in a Potential Transaction. These discussions evolved over a number of days and Goldman Sachs determined that it would want the Senior Secured Notes to be repaid and a portion of its equity to be converted into subordinated debt, with its remaining shares of Common Stock rolled over into the new private company. Following further discussions, in July 2025, Goldman agreed to roll 90% of its shares of Common Stock if the Senior Secured Notes were fully repaid.

On April 25, 2025, the Board held a meeting at which Mr. Ben Nwaeke, the Chief Legal Officer of Soho House, was in attendance. At the meeting, Mr. Ben Nwaeke described the recent amendments to the DGCL applicable to take-private transactions. The Board approved the increase of the size of the Special Committee to two members and appointed Mr. Yusef Jackson as a member of the Special Committee. The Board determined and confirmed that each of Mr. Eric Deardorff and Mr. Yusef Jackson did not have a material interest in the Potential Transaction or a material

relationship with any person that had such a material interest and each satisfied the applicable criteria for determining director independence with respect to Soho House, the Potential Transaction and Mr. Ron Burkle and his affiliates, under the rules of the New York Stock Exchange (treating Mr. Ron Burkle and his affiliates as if they were Soho House for purposes of applying those criteria).

Later on April 25, 2025, representatives of Morris Nichols met with Mr. Yusef Jackson regarding his independence. During the meeting, Mr. Yusef Jackson discussed with the representatives of Morris Nichols the extent of his personal relationship with and historical ties to Mr. Ron Burkle. Mr. Yusef Jackson again confirmed his ability to negotiate at arms’ length with Mr. Ron Burkle and his independence and disinterestedness with respect to a Potential Transaction.

On April 28, 2025, the Special Committee (now consisting of both Mr. Eric Deardorff and Mr. Yusef Jackson), held two meetings with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. In the first meeting, representatives of Morgan Stanley reviewed with the Special Committee the history of the December 16, 2024 Proposal and the Special Committee’s activities to date. Representatives of Morgan Stanley also reviewed the financial aspects of the December 16, 2024 Proposal, the October 2024 Projections and the 2025 Budget, including the key assumptions underlying the October 2024 Projections and the 2025 Budget. In the second meeting, representatives of Morgan Stanley also discussed Morgan Stanley’s preliminary financial analyses of Soho House based on senior management’s forecasts for fiscal years 2026, 2027 and 2028 included in the October 2024 Projections and the 2025 Budget using the materials discussed with the Special Committee on March 21, 2025. Representatives of Fried Frank reviewed with the Special Committee the terms of the draft agreements relating to a Potential Transaction, including the draft Merger Agreement and draft form of Rollover and Support Agreement that had been shared with Paul Weiss. The representatives of Fried Frank and Morris Nichols also further discussed with the Special Committee the recent amendments to the DGCL. The Special Committee further discussed with its advisors various strategic considerations for engaging with the Bruce Group on price, including the impact of certain developments relating to Soho House’s financial performance since the December 16, 2024 Proposal. The Special Committee and its advisors discussed a potential counteroffer to the December 16, 2024 Proposal as well as the likelihood that the Bruce Group would agree to raise its $9.00 per share offer, in light of the fact that Soho House’s actual fiscal year 2024 Adjusted EBITDA was $132 million, and the 2025 Budget’s budgeted Adjusted EBITDA for fiscal year 2025 was $200 million, approximately 18.5% and 12.3%, respectively, below the estimated fiscal year 2024 and 2025 Adjusted EBITDA reflected in the October 2024 Projections, which were shared by Soho House’s senior management with the Bruce Group prior to its submission of the December 16, 2024 Proposal. Following discussion, the Special Committee authorized Morgan Stanley to reach out to representatives of the Bruce Group and request that the Bruce Group increase the proposed price per share in the Potential Transaction to $9.25.

Following these meetings, representatives of Fried Frank, Sidley and Paul Weiss continued to negotiate the draft transaction documentation relating to a Potential Transaction, and representatives of Fried Frank continued to provide updates on such drafts to the Special Committee at regular meetings. The key issues discussed related to the amounts of the termination and reverse termination fees, potential expense reimbursements and the circumstances under which those fees and reimbursements would be paid.

On April 29, 2025, representatives of Morgan Stanley met with representatives of the Bruce Group, during which representatives of Morgan Stanley presented a counterproposal of $9.25 per share for the Potential Transaction, as directed by the Special Committee. The Bruce Group’s representatives indicated that they would discuss the Special Committee’s counterproposal with the Bruce Group.

On April 30, 2025, Citi reached out to a new investor who proposed an equity investment and a new debt package for Soho House (“Party I”). Party I executed a non-disclosure agreement with Soho House, which included a one-year standstill provision (which did not prevent Party I from bringing a private offer to the Board) and was granted access to limited confidential diligence materials on May 8, 2025. From May through mid-June of 2025, Party I, Yucaipa and Soho House’s senior management engaged in discussions and diligence calls, including a meeting with certain senior members of Soho House’s senior management in London on May 27, 2025. On May 31, 2025, Party I was granted full access to all diligence materials, including the October 2024 Projections, the 2025 Budget and the Bridge Analysis. On June 12, 2025, Party I held meetings with Soho House’s senior management, which included representatives of Yucaipa, Citi and Morgan Stanley. On June 17, 2025, Party I had further discussions with Soho House’s senior management on its remaining diligence items. Subsequent to these meetings, Party I did not make a proposal for an equity investment in Soho House, though an affiliate of Party I did propose refinancing terms for Soho House’s existing debt.

On May 1, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, the representatives of Morgan Stanley relayed their recent discussions with representatives of the Bruce Group on the counterproposal of $9.25 per share in the Potential Transaction. The representatives of Morris Nichols also discussed their call with Mr. Yusef Jackson on April 25, 2025. After discussion, Mr. Yusef Jackson confirmed his independence and disinterestedness with respect to a Potential Transaction.

On May 6, 2025, representatives of the Bruce Group informed the representatives of Morgan Stanley that the Bruce Group was not willing to increase the offer price of $9.00 per share reflected in the December 16, 2024 Proposal, given the operational performance of Soho House in fiscal year 2024, the reduced 2025 Budget estimate for Adjusted EBITDA and the broader market environment.

On May 6, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, the representatives of Morgan Stanley informed the Special Committee that they had been informed that the Bruce Group was unwilling to increase its offer of $9.00 per share. The Special Committee discussed the Bruce Group’s response and strategic considerations for further engagement with the Bruce Group on price. After discussion, the Special Committee determined that further price negotiation would not be productive at that time and expressed concern that, in light of Soho House’s failure to realize the estimated fiscal year 2024 Adjusted EBITDA from the October 2024 Projections and its reduced budgeted Adjusted EBITDA in the 2025 Budget for fiscal year 2025, the Bruce Group might instead attempt to reduce its $9.00 per share offer.

On May 8, 2025 and May 13, 2025, the Special Committee held meetings with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At these meetings, the representatives of Morgan Stanley updated the Special Committee on the recent discussions between representatives of Yucaipa and the Wall Cross Stockholders regarding rolling over their equity in a Potential Transaction, including that the Wall Cross Stockholders that were the subject of the March 18, 2025 and April 18, 2025 Special Committee approvals (other than certain members of the Voting Group and Goldman Sachs) were not interested in rolling over their shares of Common Stock. The Special Committee and its advisors discussed the status of funding arrangements for a Potential Transaction and the potential inability of Yucaipa and the Bruce Group to source sufficient funding to proceed with a Potential Transaction.

Later in May of 2025, representatives of Yucaipa had discussions with Mr. Nick Jones about rolling over his shares of Common Stock, given the capital requirements for a Potential Transaction. Mr. Nick Jones expressed a desire for greater liquidity for his shares of Common Stock and no agreement was reached during these discussions. Thereafter, representatives of Citi provided representatives of Morgan Stanley with updates regarding such discussions.

Also in May 2025, Mr. Dan Rosensweig introduced Yucaipa to representatives of Apollo for the purpose of discussing a potential equity and debt investment in Soho House. During that month, Yucaipa and Apollo discussed a proposed investment by the Apollo Funds of $100.0 million in common equity together with a full refinancing of the Senior Secured Notes (such refinancing, the “Apollo Debt Financing”) and discussed a draft term sheet regarding proposed terms.

On May 14, 2025, Goldman Sachs and representatives of Yucaipa discussed two potential options for structuring a potential rollover of its shares of Common Stock. Under the first option, Goldman Sachs would rollover approximately 14 million of its approximately 15.6 million shares of Common Stock, provided that Soho House paid a 250 basis point fee on the accrued value of the Senior Secured Notes. Under the second option, Goldman Sachs would rollover approximately 9.4 million of its approximately 15.6 million shares of Common Stock, with 1.6 million of its shares of Common Stock being cashed out in the Potential Transaction at $9.00 per share and the remaining shares of Common Stock either being cashed out at $9.00 per share or rolled over into preferred stock in Soho House.

On May 15, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. The Special Committee discussed the two options discussed between Goldman Sachs and Yucaipa and representatives of Morgan Stanley and provided an update on the status of potential funding arrangements for a Potential Transaction based on discussions that representatives of Morgan Stanley had with representatives of Citi. The representatives of Morgan Stanley noted that, based on the terms discussed between Goldman Sachs and Yucaipa, and assuming: (i) Mr. Richard Caring rolled over 60% of his shares of Common Stock; (ii) Mr. Nick Jones, Mr. Ron Burkle and Yucaipa rolled over 100% of their shares of Common Stock; (iii) a $400.0 million equity investment by the Bruce Group; and (iv) a $100.0 million equity investment by MCR, there remained a funding shortfall of approximately $75.0 million at a $9.00 per share price in a Potential Transaction.

On May 20, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, the representatives of Morgan Stanley informed the Special Committee that Apollo had indicated an interest in potentially participating in a Potential Transaction, and the Special Committee and its advisors discussed the implications of Apollo’s potential involvement.

In late May, representatives of each of the Special Committee and Yucaipa had discussions with the Bruce Group regarding the need for evidence of the sufficiency of its equity commitments.

On May 29, 2025, the Board held a meeting. At the meeting, Mr. Ron Burkle updated the Board regarding developments with respect to a Potential Transaction and discussed that (i) Goldman Sachs and Mr. Richard Caring were expected to roll a portion of their equity securities and (ii) MCR, Apollo and other potential financing sources were still evaluating their potential participation in a Potential Transaction. After the Board meeting, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At this meeting, the Special Committee discussed with its advisors the topics discussed at the Board meeting relating to the Potential Transaction.

Also on May 29, 2025, representatives of Fried Frank informed Mr. Eric Deardorff and representatives of Morris Nichols that a separate team at Fried Frank had been approached by MCR to represent MCR in its capacity as a potential minority equity financing source in connection with a Potential Transaction. Representatives of Fried Frank discussed the nature and the financial significance of Fried Frank’s client relationship with MCR, noting that revenues derived from the MCR relationship represented an immaterial portion of Fried Frank’s aggregate revenues and did not involve the Fried Frank lawyers on the team advising the Special Committee.

On May 30, 2025, representatives of Morgan Stanley discussed with representatives of the Bruce Group the status of ongoing discussions with certain Wall Cross Stockholders and other potential Bruce Group investors regarding their potential participation in a Potential Transaction. During this discussion, Morgan Stanley noted that Apollo had been granted access to the data room, that Apollo was potentially considering participating in the Potential Transaction as both a source of debt and equity financing, and that representatives of Apollo were scheduled to attend a management presentation in June.

On May 30, 2025, Mr. Eric Deardorff discussed with representatives of Morris Nichols the proposed representation of MCR by a separate team at Fried Frank. Morris Nichols confirmed its own independence with respect to MCR and noted that MCR was not and had not previously been a Morris Nichols firm client. Morris Nichols discussed various considerations with Mr. Eric Deardorff, including that the Special Committee did not anticipate additional movement on price, that most of the transaction documents had already been heavily negotiated between the existing transaction parties and their respective advisors, and, in light of the proposed timing, permitting such representation might prevent delaying a Potential Transaction. Thereafter, the Special Committee discussed Fried Frank’s potential representation of MCR with representatives of Morris Nichols.

Also on May 30, 2025, ACM executed a non-disclosure agreement with Soho House, which included a one-year standstill provision (which did not prevent ACM from bringing a private offer to the Board), and was granted access to confidential diligence materials on the following day, including the October 2024 Projections, the 2025 Budget and the Bridge Analysis. Following ACM’s execution of the non-disclosure agreement, representatives of Morgan Stanley discussed with representatives of Citi potential financing alternatives in connection with a Potential Transaction. Representatives of Citi conveyed to representatives of Morgan Stanley that Apollo had entered into a non-disclosure agreement with Soho House to enable the sharing of information regarding a Potential Transaction. The representatives of Citi also informed representatives of Morgan Stanley that a portion of the equity financing expected to be provided by the Bruce Group was no longer available.

On May 31, 2025, Soho House entered into a non-disclosure agreement, which included a one-year standstill provision (which did not prevent the counterparty from bringing a private offer to the Board), with another potential equity investor (“Party J”). On June 2, 2025, Citi granted access to diligence materials to Party J, including the October 2024 Projections, the 2025 Budget and the Bridge Analysis. Subsequent to such date, Party J did not make a proposal for an equity investment in Soho House.

On June 3, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. The representatives of Morgan Stanley updated the Special Committee on its discussion with representatives of the Bruce Group on May 30, 2025 and on the funding of a Potential Transaction, including changes to the Bruce Group’s expected financing sources and the potential participation of the Apollo

Funds as an additional source of funding. The Special Committee noted that, after discussions it had with representatives of Morris Nichols, it had determined to approve a waiver permitting a separate team at Fried Frank to represent MCR in connection with a Potential Transaction, provided that an ethical wall would be implemented between the Fried Frank representatives advising MCR and the Fried Frank representatives advising the Special Committee. In doing so, the Special Committee noted that it had considered, in part, that allowing MCR to retain its regular counsel at Fried Frank could expedite the Potential Transaction by avoiding possible delays associated with MCR identifying new legal counsel and that the Special Committee did not anticipate additional movement on price. The Special Committee’s waiver to permit a separate Fried Frank team to represent MCR was later confirmed by email on June 17, 2025.

On each of June 9, 2025 and June 10, 2025, representatives of Apollo held a due diligence session with Soho House’s senior management with representatives of Citi, LionTree, Yucaipa and Morgan Stanley in attendance.

On June 10, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, representatives of Morgan Stanley updated the Special Committee on Apollo’s due diligence sessions with Soho House’s senior management and relayed that Apollo expected to submit a proposal to invest, through a combination of debt and equity financing for a Potential Transaction, an aggregate amount of $820.0 million as described below. Representatives of Morgan Stanley also updated the Special Committee on the status of discussions with other potential financing sources that remained engaged in discussions regarding a Potential Transaction. At the meeting, the Special Committee discussed whether to engage in additional price negotiations in light of Soho House’s first fiscal quarter financial results and areas of execution risk associated with Soho House’s business. Following this discussion, the Special Committee determined that engaging in further price discussions with the Bruce Group would not be productive at that time.

On June 17, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, the representatives of Morgan Stanley informed the Special Committee that they had been informed by Apollo that Apollo’s investment committee had approved the Apollo Debt Financing, with the terms thereof to be later agreed.

Later on June 17, 2025, Apollo provided to Citi (and Citi shared with representatives of Morgan Stanley) a draft term sheet reflecting Apollo’s proposal for the terms of the Apollo Debt Financing (the “Apollo Term Sheet”), and thereafter, representatives of Morgan Stanley shared the draft with the Special Committee and its other advisors on June 18, 2025.

On June 20, 2025, representatives of Morgan Stanley held a call with representatives of Yucaipa, Sidley and Soho House to discuss the status of the equity commitment letters expected from the Bruce Group’s members. During this call, representatives of Yucaipa noted that the Bruce Group had informed Yucaipa that the amount of equity investment now expected to be provided by the Bruce Group members was $250.0 million, $100.0 million less than that anticipated by the December 16, 2024 Proposal, and that representatives of Yucaipa were continuing to engage in discussions with Goldman Sachs regarding its potential rollover.

During June and early July of 2025, representatives of Fried Frank, Sidley and Paul Weiss held meetings to discuss certain key issues in the then-current drafts of the transaction documents. The issues discussed focused on the amounts of the termination fee and reverse termination fee, potential expense reimbursements and the circumstances under which such amounts and reimbursements would be payable. Also at that time, representatives of Morgan Stanley, Citi and the Bruce Group discussed the potential use of Soho House’s cash on hand to address a potential shortfall in funding for a Potential Transaction.

During that same period, the Special Committee held several meetings with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance to discuss the status of the draft transaction agreements and ongoing discussions with potential sources of equity and debt funding for a Potential Transaction.

Apollo delivered a draft debt commitment letter in early July of 2025 and Soho House and Sidley, with input from the Special Committee, negotiated the terms of Apollo’s commitment throughout July and August of 2025.

On July 3, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, representatives of Morgan Stanley presented Morgan Stanley’s updated preliminary financial analysis of Soho House. Representatives of Morgan Stanley indicated that representatives of the Bruce Group had discussed with Morgan Stanley the possibility that, if sufficient funding for the Potential Transaction were not secured from the Bruce Group and other parties, Soho House could (from cash on hand) fund

the shortfall. Representatives of Fried Frank then discussed with the Special Committee their fiduciary duties and the terms of the draft transaction documents being discussed. The materials that were presented by representatives of Morgan Stanley at the meeting are filed as Exhibit 16(c)(iv) to the Schedule 13E-3.

On July 5, 2025, representatives of the Bruce Group shared with Morgan Stanley a list of the contemplated members of the Bruce Group that would be part of the consortium of investors taking Soho House private (the “Consortium”) and estimated the investment amounts from such members would total $250.0 million.

On July 8, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, representatives of Morgan Stanley and Fried Frank provided the Special Committee with general updates on the status of the Potential Transaction, including with regard to discussions between Soho House, the Bruce Group and Apollo and the list of investors and investment amounts provided by representatives of the Bruce Group.

On July 10, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, representatives of Morgan Stanley and Fried Frank provided the Special Committee with general updates on the status of the Potential Transaction, including regarding the Bruce Group’s and Mr. Richard Caring’s participation in the Potential Transaction.

On July 23, 2025, Yucaipa and Citi were notified by the Bruce Group and LionTree that a significant investor expected to provide a material portion of the Bruce Group’s investment had left the Consortium and that the Bruce Group’s equity commitment would be less than $250.0 million. As of such date, the Bruce Group had not delivered equity commitment letters or other evidence of their commitment to provide such equity funding.

On July 24, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, representatives of Morgan Stanley provided an update to the Special Committee on the status of the Potential Transaction. Representatives of Morgan Stanley reported about the departure of a significant investor from the Consortium and the substantial decrease in the equity commitment from the Bruce Group. Representatives of Morgan Stanley also reported on discussions between Yucaipa, Citi and Apollo regarding increasing Apollo’s equity commitment, and the fact that, as a result of such discussions, Apollo proposed committing $150.0 million of preferred equity, in addition to the Apollo Debt Financing and Apollo’s proposed $100.0 million common equity investment.

Also in July 2025, Yucaipa discussed with MCR the potential shortfall from the Bruce Group’s investment and potentially increasing MCR’s investment to $200.0 million in common equity and, separately, Mr. Ron Burkle and Mr. Richard Caring discussed the Potential Transaction and agreed that Mr. Richard Caring would roll 90% of his shares of Common Stock and would receive cash for a portion of those rolled shares of Common Stock to the extent of any new capital raised after the announcement of the Potential Transaction (up to the closing of the Proposed Transaction), up to an amount equal to $150.0 million. Ultimately, Mr. Richard Caring agreed that he and Goldman Sachs would split any additional cash raised after such announcement above a specified level on a 50/50 basis (by reducing the number of their shares of Common Stock to be rolled over) until such time as 50% of Goldman Sachs’ shares of Common Stock would be cashed out in the transaction.

On July 28, 2025, representatives of Apollo and Goldman Sachs shared with Morgan Stanley, through Citi, a term sheet containing indicative terms under which they would provide a $150.0 million senior preferred equity investment (split evenly between the Apollo Funds and Goldman Sachs) to fund a Potential Transaction.

On July 29, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, representatives of Morgan Stanley reported to the Special Committee that only a limited number of the Bruce Group members, including Mr. Ashton Kutcher, were expected to participate in the Potential Transaction and that the equity that was previously anticipated to be provided by the Bruce Group was now largely contemplated to be provided by other investors in the Consortium. MCR was expected to provide $200.0 million (an increase to the previously contemplated $100.0 million), the Apollo Funds were expected to provide $50.0 million in common equity, and the Apollo Funds and Goldman Sachs were each expected to provide $75.0 million in preferred equity. Representatives of Morgan Stanley further reported that Soho House would use cash to cover any equity commitment shortfall at closing. The Special Committee and its advisors discussed the implications of the Bruce Group no longer leading the funding of the Potential Transaction, including with respect

to transaction fees, price negotiation and execution risk. Representatives of Morgan Stanley further reported to the Special Committee that Goldman Sachs was expected to roll over approximately 90% of its shares of Common Stock, and that Mr. Richard Caring was expected to speak to Citi later that day to receive an update on the status of the Potential Transaction.

On August 3, 2025, Mr. Ron Burkle and Mr. Nick Jones discussed terms whereby Mr. Ron Burkle, or an affiliate of Mr. Ron Burkle’s, would acquire up to 50% of the shares of Class B Common Stock held by Mr. Nick Jones for $6.00 per share pending a public announcement of the Potential Transaction, with an incremental $1.50 per share to be paid upon closing of the Potential Transaction, and Mr. Nick Jones would roll over his remaining shares of Common Stock into the new private company.

On August 5, 2025, at a meeting of the Board, the Board and the Special Committee discussed the current status of the Potential Transaction including an outline of the history, proposed deal and funding terms being discussed between the Special Committee, its advisors, Apollo, Goldman Sachs, MCR and the Bruce Group, the process to date and next steps on the Potential Transaction, including the intended timeline for potential Board meetings to approve the Potential Transaction. At this meeting, it was also discussed that Mr. Ron Burkle and Mr. Nick Jones had discussed terms whereby Mr. Ron Burkle, or an affiliate of Mr. Ron Burkle’s, would acquire up to 50% of the shares of Class B Common Stock held by Mr. Nick Jones subsequent to the announcement of the Potential Transaction.

In early August, the Compensation Committee of the Board met to discuss and approve the terms of a management incentive plan to form part of the Potential Transaction with the incentive plan being tied to certain agreed Adjusted EBITDA targets and made related approvals.

On August 6, 2025, a call was held with representatives of Sidley, Yucaipa, Morris Nichols and MCR. During the call, the participants discussed the open items in the transaction documentation.

Also on August 6, 2025, Morgan Stanley provided the Special Committee with an updated memorandum describing the services (or lack thereof) provided by Morgan Stanley to and any interest (or lack thereof) held by Morgan Stanley in Soho House, Yucaipa and certain of its majority-owned affiliates and portfolio companies, Goldman Sachs, MCR, Apollo and certain of its majority-owned affiliates and portfolio companies and certain members of the Bruce Group in the two years prior to August 6, 2025.

On August 7, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. The Special Committee provided an update regarding the most recent Board meeting and the Special Committee and its advisors discussed an anticipated timeline for the approval and signing of the Potential Transaction. Representatives of Morgan Stanley provided an update to the Special Committee regarding the proposed terms of the financing to be provided by the Apollo Funds (in an aggregate amount of $820.0 million) and Goldman Sachs in connection with the Potential Transaction. Representatives of Fried Frank provided an update to the Special Committee regarding the transaction documents. The Special Committee and its advisors discussed the then-current transaction terms and the evolution of the negotiations, including the increased equity commitment from MCR and the resulting impacts. Following these discussions, the Special Committee directed representatives of Morgan Stanley to approach MCR, now the largest cash equity investor in the Potential Transaction, to seek to negotiate an increase to $9.25 per share.

Between August 4, 2025 and August 8, 2025, representatives of Yucaipa and MCR, together with their advisors, discussed the open items in the transaction documentation and items necessary to sign the Potential Transaction. During that period and the days thereafter (i) representatives of the Fried Frank team representing MCR, Sidley, Morris Nichols and Paul Weiss negotiated the final terms of the transaction documentation; (ii) representatives of Apollo, Goldman Sachs and Citi engaged in discussions regarding the terms of a $150.0 million holding company debt financing (split evenly between the Apollo Funds and Goldman Sachs) in lieu of the previously contemplated $150.0 million senior preferred equity investment referenced above, for total debt and equity financing provided by the Apollo Funds of $820.0 million; and (iii) representatives of Morgan Stanley and Citi engaged in discussions regarding the contemplated sources and uses for the Potential Transaction, the calculations thereof and the resulting amounts necessary to be funded from Soho House’s cash on hand.

On August 8, 2025, in accordance with the Special Committee’s directive, representatives of Morgan Stanley held a call with representatives of MCR to propose an increase in price. During the call, representatives of Morgan Stanley conveyed the Special Committee’s proposal of $9.25 per share. On August 9, 2025, a representative of MCR informed the representatives of Morgan Stanley that MCR was not willing to increase the offer price above $9.00 per share given Soho House’s recent financial performance.

On August 11, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, the representatives of Morgan Stanley updated the Special Committee on Morgan Stanley’s recent discussions with MCR regarding price. The Special Committee and its advisors discussed and evaluated whether to further pursue a price increase. Following discussion, the Special Committee determined not to pursue a further price increase, based on its assessment that $9.00 per share represented the highest price reasonably attainable in light of the following factors: (i) the history of the negotiations in connection with the Potential Transaction, including prior to the submission of the December 16, 2024 Proposal; (ii) the prevailing macroeconomic conditions and performance of Soho House since the December 16, 2024 Proposal; (iii) the absence of any alternative proposals or indications of interest of a higher priced offer since the public announcement of the December 16, 2024 Proposal; (iv) the original members of the Bruce Group had determined not to participate in the Consortium; and (v) other than Goldman Sachs, the Wall Cross Stockholders had declined to roll over their shares of Common Stock. The Special Committee and its advisors also discussed Soho House’s prospects continuing as a public company, and their assessment that a Potential Transaction at $9.00 per share was in the best interests of the Unaffiliated Stockholders. The Special Committee and its advisors also discussed the appropriate standard for the “majority of the minority” stockholder approval condition under the Merger Agreement in light of recent amendments to the DGCL. Following such discussion, the Special Committee determined that a “majority of votes cast” standard, rather than a majority of the outstanding shares of Common Stock, was appropriate in light of recent amendments to the DGCL that provided for a majority of votes cast standard. The Special Committee and its advisors also discussed Soho House’s cash on hand in relation to a shortfall in funding for the Potential Transaction and the termination fee amounts potentially payable in connection with the Potential Transaction.

On August 12, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, representatives of Fried Frank and Morris Nichols advised the Special Committee regarding its fiduciary duties and the authority delegated by the Board to the Special Committee and updated the Special Committee on the status of the draft transaction documentation and provided an overview of the terms and conditions of the latest drafts. The Special Committee and its advisors also discussed the anticipated funding requirements in connection with the Potential Transaction, including the potential for Soho House to fund any shortfall in investment using cash on hand, and the importance of ensuring that the Potential Transaction would be fully funded at closing. Representatives of Morgan Stanley also reviewed with the Special Committee Morgan Stanley’s updated financial analysis of Soho House and the price per share of $9.00 utilizing Soho House’s senior management’s internal forecasts for fiscal years 2026, 2027, 2028 and the first half of fiscal year 2029 in the October 2024 Projections and the 2025 Revised Budget. The materials that were presented by representatives of Morgan Stanley at this meeting are filed as Exhibit 16(c)(iii) to the Schedule 13E-3.

Later on August 12, 2025, the Board held a meeting with representatives of Sidley, Citi, Fried Frank, Morris Nichols and Morgan Stanley. At the meeting, representatives of Fried Frank reviewed the structure of the Potential Transaction and the terms and conditions of the latest draft transaction documentation. Mr. Eric Deardorff then provided an overview of the Special Committee’s process and considerations. At the request of the Special Committee, representatives of Morgan Stanley summarized its updated financial analysis of Soho House and the price per share of $9.00 that they had reviewed with the Special Committee earlier that day. The materials that were presented by representatives of Morgan Stanley at this meeting are filed as Exhibit 16(c)(ii) to the Schedule 13E-3.

On August 13, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, the representatives of Morgan Stanley reported that Soho House was willing to accept the request that it contribute up to approximately $70.0 million in cash as a backstop to fund any shortfall in the funding for the Potential Transaction. Representatives of Fried Frank also discussed the termination fee provisions under the draft Merger Agreement.

On August 13, 2025, the representatives of Morgan Stanley discussed with representatives of Citi the funding sources and uses for the Potential Transaction.

On August 14, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, the representatives of Morgan Stanley updated the Special Committee on its recent discussions with representatives of Citi, noting that, based on the revised sources and uses, the required cash from Soho House to fund any shortfall in investment for the Potential Transaction had been revised to $67.0 million. Representatives of Fried Frank also reviewed with the Special Committee the current status of the draft transaction documentation.

On August 15, 2025, the Special Committee held a meeting with representatives of Fried Frank, Morgan Stanley and Morris Nichols in attendance. At the meeting, representatives of Fried Frank and Morris Nichols discussed with the Special Committee process matters for its evaluation of a Potential Transaction, including the Special Committee’s fiduciary duties and the authority delegated by the Board to the Special Committee, and representatives of Fried Frank updated the Special Committee on the status of the draft transaction documentation and provided an overview of the terms and conditions of the drafts. Representatives of Morgan Stanley also rendered an oral opinion, confirmed by delivery of a written opinion dated August 15, 2025, to the Special Committee to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion, the $9.00 per share to be received in the Potential Transaction by holders of shares of Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of review, to such holders. Morgan Stanley’s opinion is more fully described in the section of this proxy statement captioned “— Opinion of Morgan Stanley to the Special Committee.”

After further discussion, the Special Committee unanimously (i) determined that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby, are advisable, fair to, and in the best interests of Soho House and the Unaffiliated Stockholders; (ii) recommended that the Board approve and declare advisable the Merger Agreement and the other Transaction Agreements and determine that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, Soho House and the Unaffiliated Stockholders; and (iii) recommended that the Board submit the Merger Agreement and the other Transaction Agreements to the holders of shares of Common Stock for their adoption, and recommend that the holders of shares of Common Stock vote in favor of the adoption of the Merger Agreement and the other Transaction Agreements, at the Special Meeting.

On August 15, 2025, the Board held a meeting with representatives of Sidley, Citi, Fried Frank, Morris Nichols and Morgan Stanley. At the meeting, Morgan Stanley confirmed the previous delivery of their fairness opinion regarding the Potential Transaction to the Special Committee and provided an overview of the final cash consideration. Representatives of Fried Frank summarized certain changes to the terms of the latest draft transaction documentation since the prior Board meeting. Mr. Eric Deardorff summarized the Special Committee’s process, considerations and recommendation to the Board that it approve the Potential Transaction. After further discussion among the Board and questions for the advisors, which were answered, the Board unanimously approved the Potential Transaction.

On August 15, 2025, the parties executed the Merger Agreement and the other Transaction Documents. Soho House issued a press release on August 18, 2025, announcing that it had entered into a definitive agreement to take Soho House private.

On August 15, 2025, the Special Committee, consisting entirely of directors who were determined by the Board to be independent and disinterested with respect to the matters being considered by the Special Committee, and acting with the advice of its own independent legal and financial advisors, unanimously: (1) determined that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby are advisable, fair to and in the best interests of Soho House and the Unaffiliated Stockholders; (2) recommended that the Board approve and declare advisable the Merger Agreement and the other Transaction Agreements and determine that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, Soho House and the Unaffiliated Stockholders; and (3) recommended that the Board submit the Merger Agreement and the other Transaction Agreements to Soho House’s stockholders for their adoption and approval and recommend that Soho House’s stockholders vote in favor of the adoption of the Merger Agreement and the approval of the other Transaction Agreements.

In addition, the Special Committee believes that the Merger is substantively and procedurally fair to Soho House’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act.

In the course of evaluating the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby, and in making the determination and recommendations to the Board described above, and reaching its conclusion regarding the substantive and procedural fairness of the Merger to Soho House’s “unaffiliated security holders,” the Special Committee, acting with the advice of its independent legal and financial advisors, considered the following factors relating to Soho House, its business and prospects, the risks and challenges facing Soho House’s business and prospects, the benefits and terms of the Merger Agreement and the other Transaction Agreements (each of which factors the Special Committee believed were generally supportive of the Special Committee’s recommendation, Soho House’s execution and delivery of the Merger Agreement and the other Transaction Agreements and the consummation of the transactions contemplated thereby, but which factors are not intended to be exhaustive and are not presented in any relative order of importance):

The “Peer Companies” referenced above consisted of (1) the following companies that have location-based membership platforms: Vail Resorts, Inc., Costco Wholesale Corporation, Life Time Fitness, Inc. and Planet Fitness, Inc.; (2) the following asset-light hospitality companies: Marriott International, Inc. and Hilton Worldwide Holdings Inc.; and (3) and the following lease-heavy hospitality companies: Meliá Hotels International, S.A. and Dalata Hotel Group plc.

The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Unaffiliated Stockholders and the unaffiliated security holders of Soho House. In light of such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders and the unaffiliated security holders of Soho House for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to the Unaffiliated Stockholders and the unaffiliated security holders of Soho House:

In the course of reaching the determinations and decisions and making the recommendation described above, the Special Committee considered the following risks, detriments and potentially negative factors relating to the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby, which are not presented in any relative order of importance:

The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits.

On August 15, 2025, the Board, acting on the unanimous recommendation of the Special Committee, and with the approval of a majority of the directors of the Board who are not Soho House employees, unanimously: (1) determined that the Merger Agreement and the other Transaction Agreements, and the consummation of the Merger and other transactions contemplated thereby, are fair to, and in the best interests of, Soho House and its stockholders, including the Unaffiliated Stockholders; (2) approved and declared advisable the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby; (3) directed that the adoption of the Merger Agreement and approval of the other Transaction Agreements be submitted to a vote of Soho House’s stockholders; and (4) recommended that Soho House’s stockholders vote in favor of the adoption of the Merger Agreement and approval of the other Transaction Agreements.

In addition, the Board believes that the Merger is substantively and procedurally fair to Soho House’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act.

In the course of evaluating the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby, and in determining to recommend that Soho House’s stockholders adopt the Merger Agreement and approve the other Transaction Agreements, the Board considered the following factors (which factors are not intended to be exhaustive and are not presented in any relative order of importance):

The foregoing discussion of the information and factors considered by the Special Committee and the Board in reaching their determinations and recommendations is not intended to be exhaustive but includes the material factors considered by the Special Committee and the Board. Given the variety of factors considered in connection with their evaluation of the Merger Agreement and the Merger, the Special Committee and the Board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching their recommendations. In addition, individual members of the Special Committee or the Board applied his or her own personal business judgment to the process and may have given different weights to different factors. The Special Committee and the Board made their recommendations based upon the totality of the information they considered.

The Board and the Special Committee did not consider the liquidation value of Soho House because (1) they considered Soho House to be a viable, going concern; (2) they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of Soho House. For the foregoing reasons, the Board and the Special Committee did not consider liquidation value to be a relevant factor. Further, the Board and the Special Committee did not consider Soho House’s net book value, which is an accounting concept, as a factor because they believed (1) that net book value is not a material indicator of the value of Soho House as a going concern but rather is indicative of historical costs and (2) net book value does not take into account the prospects of Soho House, market conditions, trends in the industry in which Soho House operates or the business risks inherent in Soho House’s industry. In addition, the Board and the Special Committee did not view the purchase prices paid in the transactions described in the section of this proxy statement captioned “Important Information Regarding Soho House—Transactions in Common Stock” (all of which were below the Per Share Price) to be relevant except to the extent that those prices indicated the trading price of the Class A Common Stock during the applicable periods. The Board and the Special Committee believe that the trading price of the shares of Class A Common Stock at any given time represents the best available indicator of Soho House’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Board and the Special Committee considered the value of Soho House as a going concern by taking into account the value of Soho House’s current and anticipated business, financial condition, results of operations, prospects and other forward-looking matters.

Other than as described in this proxy statement, neither the Special Committee nor the Board is aware of any firm offer by any other person during the prior two years for (1) a merger or consolidation of Soho House with or into another company, or vice versa; (2) the sale or transfer of all or any substantial part of Soho House’s assets; or (3) the purchase of shares of Common Stock that would enable such person to exercise control of Soho House.

The Special Committee retained Morgan Stanley to provide it with financial advisory services in connection with the evaluation of an unsolicited proposal from the Bruce Group to acquire shares of Class A Common Stock to take Soho House private. The Special Committee selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the financial services industry, market and regulatory environment and the business and affairs of Soho House. At the meeting of the Special Committee on August 15, 2025, Morgan Stanley rendered to the Special Committee its oral opinion, subsequently confirmed by delivery of a written opinion dated August 15, 2025, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Per Share Price to be received by the holders of shares of Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement was fair from a financial point of view to the holders of shares of Common Stock (other than the Excluded Shares).

The full text of the written opinion of Morgan Stanley, dated August 15, 2025, is attached as Annex J and incorporated by reference into this proxy statement. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion to the Special Committee. Stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to the Special Committee and addresses only the fairness, from a financial point of view to the holders of shares of Common Stock (other than the Excluded Shares) of the Per Share Price to be received by holders of shares of Common Stock (other than the Excluded Shares) pursuant to the Merger Agreement as of the date of the opinion. Morgan Stanley’s opinion does not address any other aspect of the transactions contemplated by the Merger Agreement or the other Transaction Agreements and does not constitute a recommendation to stockholders of Soho House as to how to act or vote in connection with the Merger or any other matter or whether to take any other action with respect to the Merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by Soho House, and formed a substantial basis for its opinion. With respect to the Financial Projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of Soho House and the Special Committee of the future financial performance of Soho House. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Merger Sub will obtain financing in accordance with the terms set forth in the Equity Commitment Letters and the Debt Commitment Letters and that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Soho House and the Special Committee and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Soho House’s officers, directors or employees, or any class of such persons, relative to the Per Share Price to be paid to the holders of shares of Common Stock (other than the Excluded Shares) in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Soho House, nor were they furnished with any such valuations or appraisals. Morgan Stanley’s opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, August 15, 2025. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

The following is a brief summary of 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. The following summary is not a complete description of the financial analyses performed by Morgan Stanley, nor does the order of analyses described below represent relative importance or weight given to those analyses by Morgan Stanley. Except as otherwise noted, the following quantitative information, to the extent that it is based on closing stock prices for the Class A Common Stock, is based on the closing stock price for the Class A Common Stock on August 8, 2025. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. 

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and was directed by the Special Committee to rely upon (1) the Financial Projections and (2) certain estimates of equity research analysts with respect to Soho House’s future financial performance (the “Street Consensus”). The Financial Projections are more fully described in the section of this proxy statement captioned “—Unaudited Prospective Financial Information.”

Morgan Stanley performed a public trading comparable companies analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared the Financial Projections and the Street Consensus with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share certain similar business and/or operating characteristics with Soho House (the “comparable companies”). For purposes of Morgan Stanley’s analyses, (i) EBITDA used with respect to Soho House was the Adjusted EBITDA for Soho House calculated as described in the section of this proxy statement captioned “—Unaudited Prospective Financial Information” and (ii) EBITDA with respect to comparable companies was based on publicly available estimates for EBITDA for such comparable companies. 

For purposes of this analysis, Morgan Stanley analyzed the following statistics of each of these companies for comparison purposes:

Based on its analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected a representative range of 2025E AV/EBITDA multiples of 10.25x – 11.25x. Morgan Stanley applied the selected reference ranges to Soho House’s estimated fiscal year 2025 Adjusted EBITDA, as set forth in the Financial Projections, and to the Street Consensus. Morgan Stanley’s analysis resulted in the following implied values per share of Common Stock by dividing the resulting range of equity values by 198,189,010 shares, representing Soho House’s number of fully diluted shares of Common Stock outstanding as of August 6, 2025, adjusted to include 178,571 shares expected to be issued by Soho House in August 2025, as provided by Soho House’s management:

No company utilized in the comparable companies analysis is identical to Soho House. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Soho House, such as the impact of competition on the businesses of Soho House and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Soho House or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Morgan Stanley also performed a selected precedent transactions analysis, which is designed to provide an implied value of a company based on publicly available financial terms for selected transactions. In connection with this analysis, Morgan Stanley compared the premia paid in 16 selected transactions in relevant industries since 2004 in which the target company was publicly traded, the acquiror was acquiring a controlling stake, and the stockholders were receiving cash consideration.

The following table summarizes Morgan Stanley’s analysis:

Morgan Stanley also did an analysis of 10 controlling shareholder take-private transactions. The following table summarizes that analysis:

Based on its experience and professional judgment and taking into consideration the relevant premia paid from the selected transactions described above, Morgan Stanley applied a range of premia paid of 30% to 60% to the Unaffected Stock Price and an “Adjusted Unaffected Stock Price” calculated by applying to the Unaffected Stock Price a premium of 5%, representing Morgan Stanley’s calculations of the average increase to the share prices of publicly traded companies that could reasonably be considered comparable to Soho House in certain respects from the trading day after the Unaffected Date through August 8, 2025. Based on this analysis, Morgan Stanley calculated an estimated range of the following implied values per share of Common Stock:

No company or transaction utilized in the precedent transaction analyses described above is identical to Soho House or the Merger. In evaluating these precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters, which are beyond the control of Soho House, such as the impact of competition on the business of Soho House or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Soho House or the industry or in the financial markets in general, which could affect the public trading value of Soho House and the aggregate value of the transactions to which the Merger is being compared.

Morgan Stanley, based on its professional judgment and experience, analyzed the potential value of Soho House assuming that each of Soho House’s lines of business, including membership contribution profit and in-house contribution profit, were valued separately using an applied range of multiples based on certain of the comparable companies for Soho House’s House-Level Membership, In-House (Excluding Membership) – Owned, In-House (Excluding Membership) – Leased and other lines of business, adjusted for the relative positioning of Soho House’s lines of business based on certain factors, including scale and growth profile. Morgan Stanley analyzed, using estimates of fiscal year 2025 Adjusted EBITDA for each line of business as provided by Soho House’s management, the value of Soho House’s lines of business. Morgan Stanley then combined such values and netted against these values the estimated impact of corporate general and administrative expenses and other cost and expenses, to derive an aggregate estimated combined per share value for the Common Stock of $5.77 to $7.85.

Based on the Financial Projections, Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of such company.

Morgan Stanley discounted Soho House’s estimated unlevered free cash flows, which is defined as Soho House’s Adjusted EBITDA less (i) cash taxes and capital expenditures, plus or less (ii) changes to net working capital and less (iii) the portion of Soho House’s share of equity method investments taken into account in deriving Adjusted EBITDA for Soho House, based on the Financial Projections, which for this analysis included stub periods for second half fiscal year 2025 and first half fiscal year 2029 to provide for four full fiscal years of projections, using a range of terminal values to present values as of June 30, 2025, by applying a discount rate range of 12.2% to 13.5%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect an estimate of Soho House’s weighted average cost of capital estimated using the capital asset pricing model method and based on considerations

that Morgan Stanley deemed relevant. Morgan Stanley calculated a range of terminal values applying a range of Adjusted EBITDA exit multiples of 9.75x to 10.75x, which was selected based on Morgan Stanley’s professional judgment and experience, to Soho House’s Adjusted EBITDA in the terminal year based on the Financial Projections, and implies a perpetual growth rate of 6.7% to 7.3%.

Morgan Stanley then adjusted the resulting range of aggregate values by deducting net debt and certain consolidated minority interests. To calculate the range of estimated implied values per share of Common Stock, Morgan Stanley divided the resulting range of equity values by 198,189,010 shares, representing Soho House’s number of fully diluted shares of Common Stock outstanding as of August 6, 2025, adjusted to include 178,571 shares expected to be issued by Soho House in August 2025, as provided by Soho House’s management. The results of this analysis are listed below:

In addition, Morgan Stanley performed a sensitivity analysis for illustrative purposes to show that every 1% change in Soho House Adjusted EBITDA Margin at exit would impact the implied present values per share of Common Stock for purposes of the discounted cash flow analysis by approximately $0.67.

Morgan Stanley also observed additional factors that were not considered as part of Morgan Stanley’s financial analysis with respect to its opinion but were noted as reference data for the Special Committee, including the following information described below.

Morgan Stanley reviewed the historical unaffected stock price of the Class A Common Stock for the period between May 31, 2024 and the Unaffected Date, and noted that, during such period, the Class A Common Stock’s highest closing stock price was $6.33 on August 28, 2024 and its lowest closing stock price was $4.55 on August 7, 2024.

Morgan Stanley calculated that the Per Share Price pursuant to the Merger Agreement represented approximately:

Morgan Stanley reviewed and analyzed select future public market trading price targets for the Class A Common Stock, prepared and published by equity research analysts as of the Unaffected Date. These targets reflect each analyst’s estimate of the future public market trading price of the Class A Common Stock. The range of equity analyst price targets for Soho House at that time was $5.50 to $9.00 per share. Morgan Stanley, based on its professional judgment and experience, did not include in its analysis brokers with revised price targets based on transaction-related news. 

The public market trading price targets published by securities research analysts do not necessarily reflect current market trading prices for the Class A Common Stock and these estimates are subject to uncertainties, including the future financial performance of Soho House and future financial market conditions.

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% (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.

In addition to its August 15, 2025 opinion, August 12, 2025 presentation to the Board (which is filed as Exhibit 16(c)(ii) to the Schedule 13E-3) and August 12, 2025 presentation to the Special Committee (which is filed as Exhibit 16(c)(iii) to the Schedule 13E-3) and the underlying financial analyses performed in relation thereto, Morgan Stanley also delivered preliminary presentation materials to the Special Committee or to the Board, as applicable, on January 24, 2025, March 21, 2025 and July 3, 2025 (the “Preliminary Presentation Materials”). The preliminary financial considerations and other information in the Preliminary Presentation Materials were based on information and data available as of the date of such respective presentation, and the evolution of Morgan Stanley’s analyses over time reflected updates to Soho House’s reported and projected results, latest budgets, consensus estimates and market conditions. Copies of the Preliminary Presentation Materials have also been filed as exhibits to the Schedule 13E-3, will be made available for inspection and copying at the principal executive offices of Soho House during its regular business hours by any interested holder of Common Stock and may be obtained by written request as described in the section of this proxy statement captioned “Where You Can Find Additional Information.”

The materials dated January 24, 2025 (filed as Exhibit 16(c)(vi) to the Schedule 13E-3) included, among other information, (a) an overview of the December 16, 2024 Proposal; (b) an overview of the Class A Common Stock’s price performance following the December 16, 2024 Proposal announcement; (c) an overview of the Class A Common Stock’s price and trading history; (d) an overview of Soho House’s ownership and voting dynamics; (e) a review of Soho House’s management’s projections compared to Wall Street analysts’ projections; (f) a preliminary valuation summary of Soho House; (g) a review of recent unaffected trading performance of the Class A Common Stock; (h) a review of equity research analyst price targets for Soho House; (i) a levered cash buyer analysis; (j) a comparable companies analysis; (k) a precedent transactions analysis; (l) a sum of the parts analysis; and (m) a discounted cash flow analysis.

The materials dated March 21, 2025 (filed as Exhibit 16(c)(v) to the Schedule 13E-3) included, among other information, (a) a preliminary valuation summary of Soho House; (b) an overview of the December 16, 2024 Proposal; (c) an overview of the Class A Common Stock’s price performance following the December 16, 2024 Proposal announcement; (d) an overview of the Class A Common Stock’s price and trading history; (e) an overview of Soho House’s ownership and voting dynamics; (f) a review of Soho House’s management’s projections; (g) a review of recent unaffected trading performance of the Class A Common Stock; (h) a review of equity research analyst price targets for Soho House; (i) a levered cash buyer analysis; (j) a comparable companies analysis; (k) a precedent transactions analysis; (l) a sum of the parts analysis; and (m) a discounted cash flow analysis.

The materials dated July 3, 2025 (filed as Exhibit 16(c)(iv) to the Schedule 13E-3) included, among other information, (a) an overview of the December 16, 2024 Proposal; (b) an overview of sources and uses of funds for the potential transaction; (c) an overview of the Class A Common Stock’s price performance following the December 16, 2024 Proposal announcement; (d) a review of Soho House’s management’s projections compared to

Wall Street analysts’ projections; (e) a valuation summary of Soho House; (f) a review of recent unaffected trading performance of the Class A Common Stock; (g) a review of equity research analyst price targets for Soho House; (h) a levered cash buyer analysis; (i) a comparable companies analysis; (j) a precedent transactions analysis; (k) a sum of the parts analysis; and (l) a discounted cash flow analysis.

In connection with the review of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby by the Special Committee, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Soho House. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of Soho House. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness of the Per Share Price pursuant to the Merger Agreement from a financial point of view to holders of shares of Common Stock (other than the Excluded Shares) and in connection with the delivery of its opinion to the Special Committee. These analyses do not purport to be appraisals or to reflect the prices at which shares of Class A Common Stock might actually trade.

The Per Share Price was determined through arm’s-length negotiations between the Special Committee and the parties to the Transaction Agreements and was recommended by the Special Committee for approval, and was approved, by the Board. Morgan Stanley provided advice to the Special Committee during these negotiations. Morgan Stanley did not, however, recommend any specific merger consideration to the Special Committee or that any specific merger consideration constituted the only appropriate merger consideration for the Merger.

Morgan Stanley’s opinion and its presentations to the Special Committee constitute one of many factors taken into consideration by the Special Committee in deciding to recommend that the Board approve and declare advisable the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Special Committee with respect to the Per Share Price or of whether the Special Committee would have been willing to agree to a different merger consideration.

The Special Committee retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Parent, Soho House, AGM, The Goldman Sachs Group, Inc. (“GSI”), Yucaipa, MCR Hotel Acquisitions LLC (“MCR Hotel”), Classact, Friedom Partners (“Friedom”) (an affiliate of an Equity Investor) or their respective affiliates and portfolio companies, as applicable, Mr. Ron Burkle, Mr. Nick Jones, Mr. Richard Caring, Mr. Ashton Kutcher, Mr. Dan Rosensweig (an Equity Investor) and Mr. Dan Benton (an affiliate of an Equity Investor) (collectively, the “Individuals”) or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors, officers or employees may have committed and may commit in the future to invest in (i) private equity funds managed by AGM, GSI, Yucaipa, MCR Hotel, Classact, Friedom, the Individuals or their respective affiliates, or (ii) affiliates of Morgan Stanley that may hold equity and/or partnership interests in private equity funds managed by AGM, GSI, Yucaipa, MCR Hotel, Classact, Friedom, the Individuals or their respective affiliates.

Under the terms of its engagement letter, Morgan Stanley provided the Special Committee financial advisory services and a financial opinion in connection with the Merger, and Soho House agreed to pay Morgan Stanley a fee of up

to $8.4 million, which is contingent upon the closing of the Merger. Soho House has also agreed to reimburse Morgan Stanley for its expenses incurred in performing its services. In addition, Soho House has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement. Morgan Stanley, in its August 6, 2025 relationship disclosure to the Special Committee, noted that, as of August 6, 2025, it held an aggregate interest of (1) less than 1% of the Common Stock; (2) between 1% and 2% in the common stock of AGM and certain of its majority-owned affiliates and portfolio companies (collectively, the “Apollo Related Entities”); and (3) between 2% and 3% in the common stock of GSI, which interests are held in connection with Morgan Stanley’s (1) investment management business; (2) wealth management business, including client discretionary accounts; or (3) ordinary course trading activities, including hedging activities. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services for AGM and the Apollo Related Entities and have received fees for the rendering of these services of approximately $45 to $65 million. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services for GSI and have received fees for the rendering of these services of approximately $10 to $15 million. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have earned aggregate fees of less than $200,000 for financial advisory services provided to the Initial Special Committee in connection with a prior acquisition proposal. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have not received any fees for financial advisory or financing services from Yucaipa and certain of its majority-owned affiliates and portfolio companies, MCR Hotel, Classact, or Friedom. To the knowledge of the senior deal team members of Morgan Stanley, Morgan Stanley did not receive any fees for financial advisory or financing services from the Individuals in the two years prior to the date of its opinion. As of August 6, 2025, Morgan Stanley or its affiliates is a lender to the Apollo Related Entities and GSI with respect to revolving credit facilities. Morgan Stanley may also seek to provide financial advisory and financing services to Parent, Soho House, the Apollo Related Entities, GSI and their respective affiliates and portfolio companies, as applicable, in the future and would expect to receive fees for the rendering of these services.

Under the SEC rules governing “going-private” transactions, each Buyer Filing Party is required to express its belief as to the fairness of the proposed Merger to Soho House’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. The Merger is a Rule 13e-3 transaction for which the Schedule 13E-3 has been filed with the SEC. Each of the Buyer Filing Parties is making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of any Buyer Filing Party as to the fairness of the Merger is not intended to be, and should not be construed as, a recommendation to any of Soho House’s stockholders as to how such stockholders should vote on the Merger Proposal. Each of the Buyer Filing Parties has interests in the Merger that are different from, or in addition to, those of the unaffiliated security holders of Soho House.

Each of the Buyer Filing Parties believes that the interests of the unaffiliated security holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement and the other Transaction Agreements with the assistance of its independent legal and financial advisors. None of the Buyer Filing Parties has performed, or engaged a financial advisor to perform, any valuation or other analyses for the purposes of assessing the fairness of the Merger to the unaffiliated security holders of Soho House.

Based on, among other things, their knowledge and analyses of available information regarding Soho House, as well as discussions with Soho House’s senior management regarding Soho House and its business and the factors considered by, and the analyses and resulting conclusions of, the Board and the Special Committee discussed in the section of this proxy statement captioned “Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger” (which analyses and resulting conclusions each of the Buyer Filing Parties adopts), each of the Buyer Filing Parties believes that the Merger is substantively and procedurally fair to the unaffiliated security holders of Soho House. In particular, each of the Buyer Filing Parties considered the following factors (which factors are not intended to be exhaustive and are not presented in any relative order of importance):

None of the Buyer Filing Parties considered the liquidation value of Soho House in determining their view as to the fairness of the Merger to the unaffiliated security holders because each of the Buyer Filing Parties (1) considered Soho House to be a viable, going concern; (2) believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of Soho House and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

None of the Buyer Filing Parties considered net book value, which is an accounting concept, as a factor in determining their view as to the fairness of the Merger to the unaffiliated security holders because they believed (1) that net book value is not a material indicator of the value of Soho House as a going concern but rather is indicative of historical costs and (2) net book value does not take into account the prospects of Soho House, market conditions, trends in the industry in which Soho House operates or the business risks inherent in Soho House’s industry.

None of the Buyer Filing Parties established a going concern value for Soho House as a public company to determine the fairness of the Merger consideration to unaffiliated security holders because, following the Merger, Soho House will have a different capital structure.

Other than as described in this proxy statement, none of the Buyer Filing Parties were aware of, and thus they did not consider, any other firm offers made by any unaffiliated person during the past two years for: (1) a merger or consolidation of Soho House with or into another company, or vice versa; (2) the sale or transfer of all or any substantial part of Soho House’s assets; or (3) the purchase of shares of Common Stock that would enable such person to exercise control of Soho House.

None of the Buyer Filing Parties received any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Per Share Price, and thus they did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to unaffiliated security holders.

Each of the Buyer Filing Parties also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the Merger, including:

The foregoing discussion of the information and factors considered and given weight by each of the Buyer Filing Parties in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. None of the Buyer Filing Parties found it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, each of the Buyer Filing Parties reached their position as to the fairness of the Merger after considering all of the foregoing as a whole.

Each of the Buyer Filing Parties believes these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of Soho House. This position, however, is not intended to be, and should not be construed as, a recommendation to any of Soho House’s stockholders to adopt the Merger Agreement or approve the other Transaction Agreements. None of the Buyer Filing Parties makes any recommendation as to how stockholders of Soho House should vote their shares relating to the Merger Proposal. Each of the Buyer Filing Parties attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the unaffiliated security holders of Soho House, and, accordingly, did not negotiate the Merger Agreement or the other Transaction Agreements with a goal of obtaining terms that were fair to the unaffiliated security holders of Soho House.

Following completion of the Merger, Merger Sub will have been merged with and into Soho House, with Soho House surviving the Merger as a privately held company owned by the Reinvestment Stockholders, the Equity Investors and any Subscription Investors. The shares of Class A Common Stock are currently listed on the NYSE and the Common Stock is currently registered under the Exchange Act. Following completion of the Merger, there will be no further market for the shares of Class A Common Stock and, as soon as reasonably practicable following the Effective Time and in compliance with applicable law, the Class A Common Stock will be delisted from the NYSE and the Common Stock will be deregistered under the Exchange Act.

At the Effective Time, the Soho House Charter will be amended and restated to be in the form attached as Exhibit A to the Merger Agreement, and the Soho House Bylaws will be amended and restated to be in the form attached as Exhibit B to the Merger Agreement, in each case until thereafter amended in accordance with the applicable provisions of the then current certificate of incorporation and bylaws of Soho House and the DGCL.

Prior to the closing of the Merger, the existing members of the Board (other than [ ]) will provide notices of resignation and approve the nomination and appointment to the Board of (1) three directors designated by Yucaipa, (2) two directors designated by affiliates of MCR; (3) one director designated by Mr. Richard Caring; and (4) Mr. Ashton Kutcher, with such resignations and appointments to become effective immediately following the Effective Time. At the Effective Time, the initial officers of Soho House will be the officers of Soho House as of immediately prior to the Effective Time. The initial directors and officers of Soho House immediately following the Effective Time will hold office in accordance with the then current certificate of incorporation and bylaws of Soho House until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

The Buyer Filing Parties currently anticipate that the operations of Soho House will initially be conducted following the completion of the Merger substantially as they are currently being conducted (except that Soho House will cease to be a public company). Following the completion of the Merger, the Buyer Filing Parties will continue to assess what additional changes, if any, would be desirable following the Merger.

The Merger is a Rule 13e-3 transaction for which the Schedule 13E-3 has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, each of the Buyer Filing Parties is required to express its reasons for the Merger to Soho House’s stockholders. Each of the Buyer Filing Parties is making this statement solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

For each of the Buyer Filing Parties, the primary purpose for the Merger is to enable Soho House to operate outside the public market and to benefit from any future earnings and growth of Soho House after the Merger, as a result of which Soho House will become a privately held company owned by the Reinvestment Stockholders, the Equity Investors and any Subscription Investors. Each of the Buyer Filing Parties believes that structuring the transaction in this manner is preferable to other transaction structures because it (1) presents unaffiliated security holders with $9.00 in cash per share of Common Stock without interest and less any applicable withholding taxes; (2) allows each of the Reinvestment Stockholders to maintain all or a portion of their investment in Soho House through their commitments to roll over their existing equity interests in Soho House into equity interests of the surviving corporation; (3) allows the Equity Investors to make an investment in Soho House through their commitments to purchase shares of Merger Sub Common Stock (which will convert into shares of Class A Common Stock at the closing of the Merger) while also funding a portion of the Per Share Price; and (4) allows Soho House to cease to be a publicly registered and reporting company. In the course of considering the proposed going private transaction, each of the Buyer Filing Parties did not give significant consideration to any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because each of the Buyer Filing Parties believed the Merger was the most direct and effective way to accomplish these objectives.

The Buyer Filing Parties believe this point in time in Soho House’s operating history is an important time to refocus its operating philosophy in order to continue growing and enhancing membership and operational excellence, increasing member satisfaction and supporting growth in its number of Houses and other properties. The Buyer Filing Parties believe that achieving these outcomes has become increasingly difficult as a public company, where the public markets are focused on short-term, often quarterly, financial results.

Each of the Buyer Filing Parties determined to undertake the Merger because they believe that, as a private company, Soho House will be able to improve its ability to execute initiatives that over time will create additional enterprise value for Soho House. Each of the Buyer Filing Parties believes that this, along with Soho House’s existing business and potential future opportunities, will allow each of their investments in Soho House to achieve returns consistent with their investment objectives. Further, absent the reporting and associated costs and burdens placed on public companies, each of the Buyer Filing Parties believes that Soho House’s management and employees will be able to execute more effectively on future strategic plans.

If the Requisite Stockholder Approval is obtained and all other conditions to closing are satisfied or, to the extent permissible under applicable law, waived, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time: (1) Merger Sub will merge with and into Soho House; (2) the separate corporate existence of Merger Sub will cease; and (3) Soho House will continue as the surviving corporation in the Merger. Following the Merger, Soho House will cease to be a publicly traded company, the Class A Common Stock will be delisted from the NYSE, the Common Stock will be deregistered under the Exchange Act and Soho House will no longer file periodic reports with the SEC on account of the Common Stock. If the Merger is completed, the Reinvestment Stockholders, the Equity Investors and any Subscription Investors will own Soho House and you will not own any shares of capital stock of the surviving corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at a later time as Soho House, Parent and Merger Sub may agree and specify in such certificate of merger).

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time:

The primary benefit of the Merger to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, will be their right to receive the Per Share Price for each share of Common Stock held by such stockholders as described above. This amount represents a premium of approximately 83% over the Unaffected Stock Price. The Class A Common Stock’s closing stock price as of [ ], 2025, the last completed trading day before the date of the accompanying proxy statement, was $[ ]. By accepting the Per Share Price in exchange for their shares of Common Stock, stockholders will no longer be exposed to the risks inherent in the execution of Soho House’s business plan and any decreases in Soho House’s future earnings, growth or value.

The primary detriment of the Merger to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, is the lack of an interest of such stockholders in the potential future earnings, growth or value realized by Soho House after the Merger, including as a result of any sale of Soho House or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Common Stock pursuant to the Merger will

generally be a taxable transaction for U.S. federal income tax purposes to U.S. Holders who surrender their Common Stock in the Merger. A Non-U.S. Holder who exchanges shares of Common Stock for cash in the Merger will generally not be subject to U.S. federal income tax with respect to such exchange unless such Non-U.S. Holder has certain connections with the United States, but may be subject to local taxes in the country of their tax residence. Holders should consult their own tax advisors regarding the consequences of the Merger to their particular circumstances.

The table below sets forth the Buyer Filing Parties’ beneficial ownership of Common Stock and resulting interests in Soho House’s net book value and net earnings prior to and immediately after the Merger, based on Soho House’s net book value as of June 29, 2025, and net income (loss) for the 26 weeks ended June 29, 2025, as if the Merger were completed on such date.

In addition, the Buyer Filing Parties will benefit from the savings associated with Soho House no longer being required to file reports under or otherwise being required to comply with provisions of the Exchange Act and other costs associated with being a publicly traded company. Detriments of the Merger to the Buyer Filing Parties include the lack of liquidity for the Class A Common Stock following the Merger and the risk that Soho House will decrease in value following the Merger.

If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, Soho House’s stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead: (1) Soho House will remain an independent public company; (2) the Class A Common Stock will continue to be listed and traded on the NYSE and the Common Stock will continue to be registered under the Exchange Act; and (3) Soho House will continue to file periodic reports with the SEC.

In addition, if the Merger is not completed, Soho House expects that: (1) its management will continue to operate the business as it is currently being operated and (2) Soho House’s stockholders will continue to be subject to the same risks

and opportunities to which they are currently subject, including risks related to the industry in which Soho House operates and potential adverse economic conditions. You should also read and consider carefully the other information in this proxy statement, the annexes to this proxy statement and the documents referenced herein, including the risk factors contained in Soho House’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024, which is attached as Annex K to this proxy statement, and Soho House’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2025, which is attached as Annex L to this proxy statement.

Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the price of the Class A Common Stock may decline significantly, particularly to the extent that the current stock price of the Class A Common Stock is supported by the Per Share Price and the expectation that the Merger will close. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of Class A Common Stock, and there can be no assurance that any other transaction acceptable to Soho House will be offered. If the Merger is not completed, the Board will continue to evaluate and review, among other things, Soho House’s business, operations, strategic direction and capitalization, and will make any changes it deems appropriate. If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, Soho House’s business, financial condition, prospects or results of operation may be adversely impacted.

In addition, in specified circumstances in which the Merger Agreement is terminated (1) Soho House has agreed to pay certain of the Equity Investors the Termination Fee of $20.0 million and (2) certain of the Equity Investors have agreed to pay Soho House an aggregate reverse termination fee of $10.0 million, as described more fully in the sections of this proxy statement captioned “The Merger Agreement—Termination of the Merger Agreement,” “—Termination Fees,” and “Other Transaction Agreements—Equity Commitment Letters—Apollo Equity Commitment Letter” and “—MCR Equity Commitment Letter.”

For a discussion of certain other fees and expenses payable in the event of a termination of the Merger Agreement, see the section of this proxy statement captioned “Other Transaction Agreements.”

Other than in connection with its regular earnings press releases and related investor materials, Soho House does not, as a matter of course, make public projections as to its long-term future financial performance due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Soho House’s management regularly prepares projections as to Soho House’s future financial performance for internal use, which are regularly reviewed by the Board.

In February 2024, in connection with the Board’s evaluation of strategic alternatives, Soho House’s management prepared unaudited and non-public prospective financial information for Soho House, on a standalone basis and without giving effect to the Merger, for fiscal years 2024 through 2028, which was reviewed with the Board at its February 2024 meeting and subsequently finalized in March 2024 (the “March 2024 Projections”). The March 2024 Projections were made available to Morgan Stanley and to Party A (as described in the section of this proxy statement captioned “Special Factors—Background of the Merger”).

The March 2024 Projections are set forth below: