Soho House & Co Inc-A 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☒Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of the shares of Class A Common Stock on June 30, 2024 (the lastbusiness day of the registrant's most recently completed second fiscal quarter) as reported by the New York Stock Exchange on such date was approximately $267,630,043. Shares of theregistrant’s common stock held by each executive officer and director and by each other person who may be deemed to be an affiliate of the registrant have been excluded from thiscomputation. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. As of March 27, 2025, the registrant had194,496,886shares outstanding, comprised of52,996,501Class A common stock, $0.01 par value per share, outstanding and141,500,385shares of Class B common stock, $0.01 parvalue per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrant's definitive Proxy Statement for the Registrant's 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. The Registrantexpects to file such proxy statements within 120 days after the end of its fiscal year. Table of Contents PART IItem 1. Business3Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments42Item 1C.Cybersecurity42Item 2.Properties43Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities46Item 6.(Reserved)47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations47Item 7A.Quantitative and Qualitative Disclosures About Market Risk73Item 8.Financial Statements and Supplementary Data74Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information136Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections136 PART IIIItem 10. Directors, Executive Officers and Corporate Governance137Item 11.Executive Compensation137Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters137Item 13.Certain Relationships and Related Transactions, and Director Independence137Item 14.Principal Accounting Fees and Services137 PART IVItem 15. Exhibits and Financial Statement Schedules138Item 16.Form 10-K Summary141 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are based on our beliefsand assumptions and on information currently available to us. Fo