Soho House & Co Inc-A 2024年度报告

Securities registered pursuant to Section 12(g) of the Act:None 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 if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the 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 suchfiling 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 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit suchfiles). 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 growthcompany” 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 anynew or revised financial accounting standards 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 internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐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 an error 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 compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☐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 CommonStock on June 30, 2024 (the last business day of the registrant's most recently completed second fiscal quarter) as reported by the New York StockExchange on such date was approximately $267,630,043. Shares of the registrant’s common stock held by each executive officer and director and byeach other person who may be deemed to be an affiliate of the registrant have been excluded from this computation. This calculation does not reflect adetermination that certain persons are affiliates of the registrant for any other purpose. As of March 27, 2025, the registrant had 194,496,886 sharesoutstanding, comprised of 52,996,501 Class A common stock, $0.01 par value per share, outstanding and 141,500,385 shares of Class B commonstock, $0.01 par value 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 intoPart III of this report. The Registrant expects to file such proxy statements within 120 days after the end of its fiscal year. Table of Contents PART IItem 1.Business Item1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PARTII Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities46Item 6.(Reserved)47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations47Item7A.Quantitative and Qualitative Disclosures About Market Risk73Item 8.Financial Statements and Supplementary Data74Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure135Item9A.Controls and Procedures135Item9B.Other Information136Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections136 PART IIIItem 10.Directors, Executive Officers and Corporate Governance137Item11.Executive Compensation137Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters137Item13.Certain Relationships and Related Transactions, and Director Independence137Item14.Principal Accounting Fees and Services137 PARTIVItem15.Exhibits and Financial Statement Schedules138Item16.Form 10-K Summary141 CAUTIONARY NOTE