Prior to the IPO, SHHL had five classes of ordinary shares: A ordinary shares, B ordinary shares, C ordinary shares (a portion of which had certain redemption rights), C2 ordinary shares and D ordinary shares.

Holders of SHHL A ordinary shares (par value of £1) were entitled to one vote for each A ordinary share held. Each A ordinary shareholder was entitled pari passu to dividend payments or any other distributions.

In January 2012, the Company issued 4,469,417 of SHHL B ordinary shares with par value of £0.0001, which had no voting rights. These shares vested annually in equal installments over a period of five years, and all shares became vested on January 12, 2017. SHHL B ordinary shareholders were entitled to income rights in proportion to the SHHL A ordinary shareholders based on the number of shares held only after £167 million ($228 million, translated using the exchange rate on January 3, 2021) had been returned in aggregate to the holders of SHHL A ordinary shares, the SHHL C ordinary shares and the SHHL C2 ordinary shares.

As described in Note 16, SHHL C Ordinary Shares, in August and November 2019, the Company issued 6,933,004 SHHL redeemable C ordinary shares (par value of £1) to the same unrelated third party in two separate transactions. The Company issued an additional 9,502,993 SHHL redeemable C ordinary shares (par value of £1) to a separate unrelated third party in May 2020. The holders of SHHL redeemable C ordinary shares were entitled to one vote for each share held. In addition, so long as certain conditions were met, each of the investors was entitled to appoint one non-executive director and one non-voting observer director to the Company’s board and also had certain veto rights with respect to a sale of the Company prior to August 23, 2024. All SHHL redeemable C ordinary shares were entitled to dividend payments or any other distributions on a pari passu basis with other classes of SHHL ordinary shares. Upon a public listing of the Company’s shares, the SHHL redeemable C ordinary shares would convert into the same class of shares as the SHHL A ordinary shares on a 1:1 basis, subject to certain anti-dilution protection, whereby the holders of the SHHL redeemable C ordinary shares would receive additional shares if the value of the as-converted SHHL redeemable C ordinary shares was less than the investors’ initial subscription price.

Separate from the SHHL redeemable C ordinary shares discussed above, in December 2020, the Company converted 1,710,546 SHHL A ordinary shares into 1,710,546 SHHL C ordinary shares which were not redeemable by the Company. These SHHL C ordinary shares did not have any voting or veto rights. The shares were entitled to dividend payments or any other distributions on a pari passu basis with other classes of SHHL ordinary shares. Upon a public listing of the Company’s shares, the SHHL C ordinary shares would convert into the same class of shares as the SHHL A ordinary shares on a 1:1 basis, subject to certain anti-dilution protection, whereby the holders of the SHHL C ordinary shares would receive additional shares if the value of the as-converted SHHL C ordinary shares was less than the investors’ initial purchase price.

In December 2019, the Company issued 3,326,048 of non-voting SHHL C2 ordinary shares with par value of £1 to an unrelated third party. The Company incurred $1 million of share issuance costs in connection with this transaction. The SHHL C2 ordinary shares were entitled to dividend payments or any other distributions on a pari passu basis with other classes of SHHL ordinary shares.

In August 2020, the Company established the 2020 Plan, under which employees received SHHL SARs and SHHL Growth Shares which would be settled in SHHL D ordinary shares (par value of £0.0001). As of January 3, 2021, there are 2,850,897 SHHL D ordinary shares issued and outstanding. The SHHL D ordinary shares did not have any voting rights. SHHL D ordinary shareholders were entitled to income and distribution rights in proportion to the SHHL A ordinary, B ordinary, C ordinary and C2 ordinary shareholders based on the number of shares held only after $1,800 million had been returned to the holders of all other classes of SHHL ordinary shares.

Immediately prior to the closing of the IPO, affiliates of The Yucaipa Companies, LLC, and Messrs. Ron Burkle, Nick Jones, and Richard Caring exchanged their SHHL A ordinary shares, SHHL B ordinary shares, SHHL C ordinary shares and SHHL D ordinary shares for 141,500,385 shares of Class B common stock of SHCO having an equivalent value, while the other ordinary shareholders of SHHL exchanged their equity interests for 14,935,193 shares of Class A common stock of SHCO having an equivalent value.

The table below presents changes in each class of the Company’s redeemable preferred shares, ordinary shares and common stock, as applicable:


								SHHL Ordinary Shares																SHCO Common Stock
	SHHL Redeemable Preferred Shares			SHHL Redeemable C Ordinary Shares				A Ordinary Shares			B Ordinary Shares			C Ordinary Shares			C2 Ordinary Shares			D Ordinary Shares				Class A Common Stock		Class B Common Stock
As of January 3, 2021		10,000,000			16,435,997				166,575,991			4,469,417			1,710,546			3,326,048			2,850,897				—		—
Issuance of senior convertible preference shares (Note 15)		12,970,766			—				—			—			—			—			—				—		—
Issuance of SHHL redeemable C ordinary shares (Note 16)		—			4,751,497				—			—			—			—			—				—		—
SHHL C2 ordinary shares issued in connection with the Cipura Acquisition (Note 3)		—			—				—			—			—			644,828			—				—		—
SHHL C2 ordinary shares issued in connection with the Mandolin Acquisition (Note 3)		—			—		—		—			—			—			92,647			—		—		—		—
SHHL C2 ordinary shares issued in connection with the purchase of Soho Works North America non-controlling interests (Note 3)		—			—		—		—			—			—			3,984,883			—		—		—		—
SHHL C2 ordinary shares issued in connection with the purchase of Scorpios non-controlling interests (Note 3)		—			—		—		—			—			—			572,410			—		—		—		—
SHHL C2 ordinary shares issued in connection with The LINE and Saguaro Acquisition (Note 3)		—			—		—		—			—			—			1,900,599			—		—		—		—
Effect of the Reorganization Transactions (Note 1)		—			(21,187,494	)			(166,575,991	)		(4,469,417	)		(1,710,546	)		(10,521,415	)		(2,850,897	)			14,935,193		141,500,385
Issuance of common stock in connection with initial public offering (Note 1)		—			—				—			—			—			—			—				30,567,918		—
Redemption of the May 2016 preferred shares (Note 15)		(10,000,000	)		—				—			—			—			—			—				—		—
Conversion of senior convertible preference shares into Class A common stock (Note 15)		(12,970,766	)		—				—			—			—			—			—				15,526,619		—
As of January 2, 2022		—			—		—		—			—			—			—			—				61,029,730		141,500,385


	SHCO Common Stock
	Class A Common Stock			Class B Common Stock
As of January 2, 2022		61,029,730			141,500,385
Shares repurchased		(8,467,120	)		—
Shares issued related to share-based compensation		1,159,987			—
As of January 1, 2023		53,722,597			141,500,385
Shares repurchased		(2,000,000	)		—
Shares issued related to share-based compensation		2,019,134			—
As of December 31, 2023		53,741,731			141,500,385

On March 18, 2022, the Company’s Board and a relevant sub-committee thereof authorized and approved a stock repurchase program for up to $50 million of the currently outstanding shares of the Company’s Class A common stock. Under the stock repurchase program, the Company was authorized to repurchase from time-to-time shares of its outstanding Class A common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases will depended on a variety of factors, including market conditions as well as corporate and regulatory considerations. The stock repurchase program could be suspended, modified or discontinued at any time, in accordance with relevant and applicable regulatory requirements, and the Company has no obligation to repurchase any amount of its common stock under the program. The Company intends to make all repurchases in accordance with applicable federal securities laws, including Rule of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. Under the program, the repurchased shares were returned to the status of authorized, but unissued shares of common stock held in treasury at average cost. During the fiscal year ended January 1, 2023, the Company repurchased a total of 8,467,120 shares of Class A common stock for $50 million including commissions. Because the repurchase plan upper limit of $50 million was met, there was no further stock repurchased under the above plan.

On September 20, 2023, the Company repurchased 2 million shares of its Class A common stock from its Founder and director Nick Jones for $12 million. The privately negotiated transaction was approved by the board of directors. These shares are now held as treasury shares by the Company.

The table below illustrates the reconciliation of the loss and the number of shares used in the calculations of basic and diluted loss per share:


	For the Fiscal Year Ended
(in thousands except share and per share amounts)	December 31, 2023			January 1, 2023			January 2, 2022
Net loss attributable to Soho House & Co Inc.	$	(117,953	)	$	(220,580	)	$	(265,395	)
Less: Cumulative SHHL preferred shares undeclared dividends		—			—			(4,778	)
Less: Incremental accretion of SHHL preferred shares to redemption value		—			—			(1,085	)
Add: Foreign currency remeasurement of SHHL preferred shares		—			—			666
Less: Non-cash dividends on the SHHL senior convertible preference shares		—			—			(4,335	)
Less: Preferred Shares deemed dividend upon conversion		—			—			(51,469	)
Adjusted net loss attributable to Class A and Class B common stockholders		(117,953	)		(220,580	)		(326,396	)
Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders		195,589,859			199,985,264			173,691,203
Basic and diluted loss per share	$	(0.60	)	$	(1.10	)	$	(1.88	)

The net loss attributable to the Company in calculating basic and diluted loss per share for all periods presented is adjusted for cumulative undeclared dividends on the May 2016 preferred shares. In addition, the net loss attributable to the Company in calculating basic and diluted loss per share for the fiscal year ended January 2, 2022 is adjusted for non-cash dividends on the Senior Preference Shares and the impact of the deemed dividend to the holders of Senior Preference Shares upon their conversion into SHCO Class A common stock.

The loss per share calculations for the fiscal year ended January 2, 2022 exclude additional shares that would be issuable to the holders of SHHL redeemable C ordinary shares in the event of a public listing that resulted in the value of the SHHL redeemable C ordinary shares being less than the investor’s initial subscription price, because the impact of including such additional shares would be anti-dilutive. In addition, the loss per share calculations for the periods presented exclude the impact of unvested Growth Shares (which were exchanged into restricted stock awards in connection with the IPO) because the inclusion of such shares in diluted loss per share would be anti-dilutive.