Insider Buying Overview - Insider buying can indicate confidence in a company's prospects when executives and major shareholders invest their own money [1] Soho House - Soho House & Co. experienced the largest insider transaction with Momentum Solutions II acquiring 11,111,111 shares at $9.00 each for approximately $100 million on January 29, 2026, coinciding with the completion of its merger with MCR Hospitality Fund IV [2] - The company reported Q3 revenue of $370.75 million, an increase from $333.37 million year-over-year, and has 269,606 members, with the stock gaining 22% over the past year [2] W.R. Berkley - W.R. Berkley saw significant insider buying from Mitsui Sumitomo Insurance, which acquired nearly 8 million shares between December 18, 2025, and February 6, 2026, totaling approximately $57 million at prices ranging from $67.71 to $71.39 per share [3] - The company reported Q4 revenue of $3.72 billion and returned $608.3 million to shareholders, despite a 21.9% decline in quarterly earnings year-over-year, maintaining a 21.4% return on equity [3] - Analysts set a consensus target of $68.33, with the stock gaining 17.55% over the past year [3] Sonos - Sonos saw major shareholder Coliseum Capital Management acquire 733,073 shares over three days (February 4 to 6, 2026) at prices ranging from $15.50 to $16.49, totaling approximately $11.6 million [4] - The company reported fiscal Q4 revenue of $287.90 million, representing a 13% year-over-year growth, with the stock surging 19% in one week following strong earnings [4] - Analysts maintain a consensus target of $19.38, indicating further upside potential [4] Other Notable Insider Buying - ProMIS Neurosciences insiders participated in a $175 million private placement that closed on February 3, 2026, with CEO Neil Warma, Chief Scientific Officer Neil Cashman, and major shareholder ABG Management acquiring shares and warrants at $12.13 per share, including ABG purchasing 700,741 shares worth approximately $8.5 million [5] - 5E Advanced Materials saw director and 10% owner BEP Special Situations IV purchase 4 million shares at $2.00 on February 2, 2026, totaling $8 million, although the pre-revenue company has struggled with shares down 75% over the past year [6]

Core Viewpoint - Kahn Swick & Foti, LLC is investigating the proposed sale of Silicon Laboratories Inc. to Texas Instruments, focusing on whether the offered price of $231.00 per share adequately reflects the company's value and the process leading to this valuation [1]. Group 1: Proposed Sale Details - The proposed transaction involves shareholders of Silicon Laboratories receiving $231.00 in cash for each share they own [1]. - The investigation aims to assess the adequacy of the consideration and the process that led to the proposed sale [1]. Group 2: Legal Rights and Contact Information - Shareholders who believe the transaction undervalues the company can discuss their legal rights with Kahn Swick & Foti, LLC without obligation or cost [1]. - Contact details for Kahn Swick & Foti include a toll-free number (855-768-1857) and an email address for inquiries [1].

Core Viewpoint - Kahn Swick & Foti, LLC is investigating the proposed sale of Soho House & Co Inc. to affiliates of MCR, focusing on whether the offered price of $9.00 per share adequately reflects the company's value and the process leading to this valuation [1]. Group 1: Proposed Sale Details - Shareholders of Soho House will receive $9.00 in cash for each share they own under the proposed transaction [1]. - The investigation aims to assess the adequacy of both the price and the process that led to this proposed sale [1]. Group 2: Legal Inquiry - Kahn Swick & Foti, LLC, led by former Louisiana Attorney General Charles C. Foti, Jr., is seeking to determine if the proposed sale undervalues the company [1]. - Shareholders who believe the transaction undervalues the company are encouraged to discuss their legal rights with KSF [1].

Group 1 - The company has entered into a new funding commitment agreement to facilitate a deal to go private after its previous funding fell through [1]

Group 1 - The company held a special meeting of stockholders to vote on a proposed merger transaction, with CEO Andrew Carnie chairing the meeting [1] - The Chief Legal Officer, Ben Varkoly, reviewed voting and participation guidelines for the virtual meeting format [2] - A quorum was present for the meeting, as confirmed by the inspector of elections, Christopher Woods [3] Group 2 - The meeting included two proposals, but only one was put to a vote, with both the special committee and the board of directors recommending approval [4] - Stockholders were asked to adopt the Agreement and Plan of Merger dated August 15, 2025, which involves Soho House & Co Inc., Partners LLC, and Merger Sub Inc. [5] - Approval of the merger required a majority vote from holders of Class A and Class B common stock, with specific voting power outlined [6]

Summary of Soho House & Co. Special Meeting Company Overview - **Company**: Soho House & Co. (NYSE: SHCO) - **Event**: 2026 Extraordinary General Meeting - **Date**: January 09, 2026 Key Points Meeting Structure and Participants - The meeting was chaired by Andrew Carnie, the CEO of Soho House & Co., who acknowledged the board of directors and the executive management team for their support [2] - The special committee, including Eric Deardorff and Yusef Jackson, was recognized for their efforts in evaluating and negotiating the proposed transaction [2] - Legal and election representatives were present, including Ben Varkoly (Chief Legal Officer) and Christopher Woods (inspector of elections) [3] Voting Procedures - Stockholders were required to use a 16-digit control number to vote or submit questions [4] - A total of 54,149,151 shares of Class A Common Stock and 141,500,385 shares of Class B Common Stock were outstanding as of the record date [5] - A quorum was confirmed, allowing the meeting to proceed [6] Proposals Presented 1. **Merger Proposal**: - The first proposal involved adopting the Agreement and Plan of Merger dated August 15, 2025, which requires majority approval from both common stockholders and unaffiliated stockholders [9] 2. **Adjournment Proposal**: - The second proposal was to approve the adjournment of the meeting if necessary to solicit additional proxies. However, this proposal was deemed moot as sufficient votes were expected for the merger proposal [10] Voting Results - Preliminary results indicated that stockholders voted to adopt and approve the merger proposal, pending final verification [11] - The company plans to announce official voting results on May 4, following the completion of verification [12] Conclusion of Meeting - The business portion of the meeting concluded with a transition to a question-and-answer session, allowing stockholders to submit questions [12][13] - The meeting was adjourned without further business to discuss [13] Additional Notes - The meeting was conducted virtually, and all proceedings were recorded [5] - Stockholders were encouraged to respect the rules and procedures outlined for the meeting [4]

Core Viewpoint - MCR, a hotel owner, is unable to fulfill a $200 million commitment in time, leading Soho House's financial partners to seek alternative options [1] Company Summary - MCR's inability to meet the financial commitment has significant implications for its operations and partnerships [1] - The situation has prompted Soho House's financial partners to explore other funding avenues, indicating potential instability in their financial arrangements [1] Industry Summary - The incident highlights challenges within the hospitality and investment sectors, particularly regarding financial commitments and partnerships [1] - The need for financial partners to quickly adapt to changing circumstances reflects broader trends in the industry, where flexibility and rapid decision-making are increasingly crucial [1]

Core Insights - MCR Hotels, a key investor, announced it would not fulfill its commitment to purchase shares worth $200 million [1] Company Summary - MCR Hotels is unable to meet its financial commitment regarding the acquisition of shares [1]

Financial Performance - Total revenues for the 13 weeks ended September 28, 2025, reached $370,750 thousand, a 11.2% increase from $333,368 thousand for the same period in 2024[18] - Membership revenues rose to $122,702 thousand for the 13 weeks ended September 28, 2025, compared to $107,394 thousand in the prior year, marking a growth of 14.3%[18] - For the 39 weeks ended September 28, 2025, the net income was $14,631,000, a significant improvement compared to a net loss of $71,345,000 for the same period in 2024[25] - The company reported a comprehensive loss of $4,300 thousand for the 13 weeks ended September 28, 2025, compared to a loss of $30,006 thousand for the same period in 2024[19] - The profit attributable to Soho House & Co Inc. for the 13 weeks ended September 28, 2025, was a loss of $18,708,000, compared to a profit of $175,000 for the same period in 2024[140] Assets and Liabilities - Total assets increased to $2,684,224 thousand as of September 28, 2025, up from $2,443,512 thousand as of December 29, 2024, representing a growth of approximately 9.8%[16] - Total liabilities increased to $3,033,128 thousand as of September 28, 2025, up from $2,772,970 thousand as of December 29, 2024, reflecting a rise of approximately 9.4%[17] - Total current assets increased to $405,225 thousand as of September 28, 2025, from $388,401 thousand as of December 29, 2024, an increase of approximately 4.3%[16] - The accumulated deficit decreased to $(1,525,155) thousand as of September 28, 2025, from $(1,539,500) thousand as of December 29, 2024, indicating an improvement in the company's financial position[17] - As of September 28, 2025, total long-term debt, net of current portion, is $704,032,000, an increase from $656,868,000 as of December 29, 2024, representing a growth of approximately 7.2%[108] Cash Flow and Operating Activities - The total cash provided by operating activities for the 39 weeks ended September 28, 2025, was $98,757,000, up from $62,794,000 in the prior year[25] - The Company reported net cash provided by operations of $99 million during the 39 weeks ended September 28, 2025[42] - Cash and cash equivalents decreased to $142,490 thousand as of September 28, 2025, down from $152,716 thousand as of December 29, 2024, a decline of about 6.5%[16] Expenses and Impairments - The company recognized $14 million in impairment losses on long-lived assets, primarily related to operating lease assets[169] - The company reported a loss on impairment of long-lived assets of $2,102,000 for the 39 weeks ended September 28, 2025[25] - Other expenses included $7 million related to third-party advisory expenses and $4 million for planned ERP systems implementation[165] Membership and Revenue Streams - As of September 28, 2025, SHCO had approximately 269,600 members, including about 213,800 Soho House Members[209] - The global waitlist for SHCO membership stands at over 111,000 applicants as of September 28, 2025[212] - Membership Revenues consist of annual membership fees and one-time initial registration fees, while In-House Revenues include food and beverage, accommodation, and spa products[214] - In-house revenues for the 39 weeks ended September 28, 2025, totaled $391.879 million, demonstrating robust growth in this segment[169] Strategic Initiatives and Future Outlook - The Company is implementing a new modernized finance ERP system to enhance internal controls and support strategic growth initiatives[35] - The company entered into definitive agreements for a merger on August 15, 2025, which is subject to shareholder approval[29] - The Company has assessed the impact of BEPS Pillar Two Minimum Tax legislation and concluded it will not materially affect the effective tax rate or tax payments for this period[158] Tax and Regulatory Matters - The effective tax rate for the 13 weeks ended September 28, 2025, was 39.0%, a significant decrease from 96.2% for the same period in 2024[155] - The gross unrecognized tax benefits increased by $4 million in the 39 weeks ended September 28, 2025[157] - The Company recorded valuation allowances against deferred tax assets primarily in the U.K., U.S., and Hong Kong, with potential changes in the next twelve months[156] Shareholder and Equity Matters - The Company has 3,601,931 shares available for future awards under the 2021 Equity and Incentive Plan as of September 28, 2025[126] - The Company granted 306,146 new RSUs under the 2021 Plan during the 39 weeks ended September 28, 2025[126] - Total share-based compensation expense for the 13 weeks ended September 28, 2025, was $3,505,000, compared to $3,513,000 for the same period in 2024, while for the 39 weeks, it was $8,021,000 versus $15,150,000[129]

Core Insights - Soho House & Co reported a quarterly loss of $0.1 per share, missing the Zacks Consensus Estimate of $0.02, compared to break-even earnings per share a year ago [1] - The company posted revenues of $370.75 million for the quarter ended September 2025, exceeding the Zacks Consensus Estimate by 4.50% and showing an increase from $333.37 million year-over-year [3] - The stock has gained approximately 19.3% since the beginning of the year, outperforming the S&P 500's gain of 14.3% [4] Earnings Performance - The quarterly report represents an earnings surprise of -600.00%, with the company previously expected to post a loss of $0.08 per share but instead reporting a loss of $0.1 [2] - Over the last four quarters, Soho House has surpassed consensus EPS estimates two times [2] Future Outlook - The current consensus EPS estimate for the upcoming quarter is -$0.02 on revenues of $352.8 million, and for the current fiscal year, it is $0.17 on revenues of $1.32 billion [8] - The estimate revisions trend for Soho House was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [7] Industry Context - The Hotels and Motels industry, to which Soho House belongs, is currently ranked in the bottom 14% of over 250 Zacks industries, suggesting potential challenges ahead [9] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact investor sentiment [6]