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Fubo’s Global Streaming Business Exceeded Subscriber, Revenue Guidance in Q2 2025

Company Improved Net Loss and Achieved First-Ever Positive Adjusted EBITDA Quarter

NEW YORK–(BUSINESS WIRE)–
FuboTV Inc. (d/b/a/ Fubo) (NYSE: FUBO), the leading sports-first live TV streaming platform, today announced its financial results for the second quarter ended June 30, 2025.

In the second quarter, Fubo’s global streaming business exceeded subscriber and revenue guidance. Fubo delivered North America total revenue of $371.3 million, down 3% year-over-year (YoY), and 1.356 million paid subscribers, down 6.5% YoY. In the Rest of World (ROW), Fubo delivered $8.7 million in total revenue, up 4.7% YoY, and 349,000 paid subscribers, down 12.5% YoY.

Fubo states its key metrics on a YoY basis given the seasonality of sports content.

Net loss from continuing operations in the second quarter was $8.0 million, leading to an earnings per share (EPS) loss of $0.02. This compares favorably to a Net loss from continuing operations of $25.8 million, or an EPS loss of $0.08, in the second quarter 2024. Adjusted EPS in the second quarter was $0.05, compared to an adjusted EPS loss of $0.04 in the second quarter 2024. Adjusted EPS excludes the impact of stock-based compensation, amortization of intangibles, gain on extinguishment of debt, amortization of debt premium, net, certain litigation and transaction expenses and gain on settlement of litigation, net.

In the second quarter, Adjusted EBITDA (AEBITDA) was $20.7 million, a $31.7 million improvement when compared to the second quarter 2024, representing Fubo’s first quarter of positive AEBITDA.

Net cash used in operating activities in the second quarter was -$34.6 million, a $2.7 million decrease compared to the second quarter 2024, and Free Cash Flow in the second quarter was -$37.7 million, a decrease of $2.4 million compared to the second quarter 2024.

Fubo ended the quarter with $289.7 million in cash, cash equivalents and restricted cash on hand.

Complete second quarter 2025 results are detailed in Fubo’s shareholder letter available on the Company’s IR site.

“The second quarter of 2025 marked a pivotal milestone in Fubo’s business,” said David Gandler, co-founder and CEO, Fubo. “Our continued focus on delivering choice and flexibility to consumers positions us well to capitalize on emerging opportunities as the traditional content landscape continues to evolve.”

“We are pleased with our second quarter results including top-line outperformance,” said Edgar Bronfman Jr., executive chairman, Fubo. “We continue to innovate our sports entertainment streaming platform striving for unparalleled product quality and a frictionless content experience, and look forward to keeping shareholders updated on our progress.”

Live Webcast

Gandler and CFO John Janedis will host a live conference call today at 8:30 a.m. ET to deliver brief remarks followed by Q&A. The live webcast will be available on the Events & Presentations page of Fubo’s investor relations website. An archived replay will be available on Fubo’s website following the call. Participants should join the call 10 minutes in advance to ensure that they are connected prior to the event.

About Fubo

With a global mission to aggregate the best in TV, including premium sports, news and entertainment content, through a single app, FuboTV Inc. (d/b/a Fubo) (NYSE: FUBO) aims to transcend the industry’s current TV model. Ranked among The Americas’ Fastest-Growing Companies 2025 by the Financial Times, the company operates Fubo in the U.S., Canada and Spain and Molotov in France.

In the U.S., Fubo is a sports-first cable TV replacement product aggregating more than 400 live sports, news and entertainment networks and is the only live TV streaming platform with every English-language Nielsen-rated sports channel (source: Nielsen Total Viewers, 2024). Leveraging Fubo’s proprietary data and technology platform optimized for live TV and sports viewership, subscribers can engage with the content they are watching through an intuitive and personalized streaming experience. Fubo has continuously pushed the boundaries of live TV streaming, and was the first virtual MVPD to launch 4K streaming, MultiView and personalized game alerts.

Learn more at https://fubo.tv

Basis of Presentation – Continuing Operations

In connection with the dissolution of Fubo Gaming, Inc. and termination of Fubo Sportsbook, the assets and liabilities and the operations of our former wagering reportable segment are presented as discontinued operations in our consolidated financial statements. With respect to our continuing operations, we operate as a single reportable segment. Financial information presented in this release reflects Fubo’s results on a continuing operations basis, which excludes our former wagering reportable segment.

Key Performance Metrics and Non-GAAP Measures

Paid Subscribers

We believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid subscribers (“subscribers”) are total subscribers that have completed registration with Fubo, have activated a payment method (only reflects one paying user per plan), from which Fubo has collected payment in the month ending the relevant period. Users who are on a free (trial) period are not included in this metric.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP measure defined as Net income (loss) from continuing operations, adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and transaction expenses, other (income) expense, and income tax provision (benefit). Certain litigation expenses consist of legal expenses and related fees and costs for specific proceedings that we have determined arise outside of the ordinary course of business and do not consider representative of our underlying operating performance, based on the several considerations which we assess regularly, including: (1) the frequency of similar cases that have been brought to date, or are expected to be brought in the future; (2) matter-specific facts and circumstances, such as the unique nature or complexity of the case and/or remedy(ies) sought, including the size of any monetary damages sought; (3) the counterparty involved; and (4) the extent to which management considers these amounts for purposes of operating decision-making and in assessing operating performance. Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV.

Adjusted EPS (Earnings per Share)

Adjusted EPS is a non-GAAP measure defined as Adjusted Net Loss divided by weighted average shares outstanding.

Adjusted Net Loss

Adjusted Net Loss is a non-GAAP measure defined as Net income (loss) attributable to common shareholders, adjusting for discontinued operations, stock-based compensation, amortization of debt premium, net, amortization of intangibles, gain on extinguishment of debt, gain on settlement of litigation, net and certain litigation and transaction expenses (as described further above, see “Adjusted EBITDA”).

Free Cash Flow

Free Cash Flow is a non-GAAP measure defined as Net cash provided by (used in) operating activities – continuing operations, reduced by capital expenditures (consisting of purchases of property and equipment), capitalization of internal use software, purchases of intangible assets and gain on settlement of litigation, net. We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases. Free Cash Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should be considered along with other operating and financial performance measures presented in accordance with GAAP.

Reconciliation of Key Performance Metrics and Non-GAAP Financial Measures

Certain measures used in this release, including Adjusted EBITDA, Adjusted Net Loss, Adjusted EPS and Free Cash Flow, are non-GAAP financial measures. We believe these are useful financial measures for investors as they are supplemental measures used by management in evaluating our core operating performance. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, these non-GAAP financial measures are not a substitute for GAAP financial measures. Second, these non-GAAP financial measures may not provide information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their non-GAAP financial measures differently.

The following tables include reconciliations of the non-GAAP financial measures used in this press release to their most directly comparable GAAP financial measures.

fuboTV Inc. Reconciliation of Net Income (Loss) from Continuing Operations to Non-GAAP Adjusted EBITDA (in thousands) Year-over-Year Comparison
		Three Months Ended
		June 30, 2025				June 30, 2024
Reconciliation of Net Income (Loss) from Continuing Operations to Adjusted EBITDA
Net income (loss) from continuing operations		$	(8,026	)		$	(25,833	)
Depreciation and amortization			10,138				9,519
Stock-based compensation			8,256				10,308
Certain litigation and transaction expenses(1)			8,271				4,856
Other (income) expense			1,875				(9,941	)
Income tax provision			152				99
Adjusted EBITDA			20,666				(10,992	)

fuboTV Inc. Reconciliation of Net Income (Loss) from Continuing Operations to Non-GAAP Adjusted EBITDA (TTM) (in thousands) Year-over-Year Comparison
		Trailing Twelve Months Ended
		June 30, 2025				June 30, 2024
Reconciliation of Net Income (Loss) from Continuing Operations to Adjusted EBITDA
Net income (loss) from continuing operations		$	84,846			$	(237,689	)
Depreciation and amortization			39,814				37,521
Impairment of other assets			3,813				–
Stock-based compensation			30,945				47,756
Certain litigation and transaction expenses(1)			36,866				7,744
Other (income) expense			(218,546	)			(16,244	)
Income tax provision (benefit)			5,247				(432	)
Adjusted EBITDA (TTM)			(17,015	)			(161,344	)

fuboTV Inc. Reconciliation of Net Cash Provided by (Used in) Operating Activities – Continuing Operations to Free Cash Flow (in thousands) Year-over-Year Comparison
		Three Months Ended
		June 30, 2025				June 30, 2024
Net cash provided by (used in) operating activities – continuing operations		$	(34,617	)		$	(31,874	)
Subtract:
Purchases of property and equipment			(366	)			(208	)
Capitalization of internal use software			(2,860	)			(3,221	)
Purchase of intangible assets			(50	)			–
Gain on settlement of litigation, net			153				–
Free Cash Flow			(37,740	)			(35,303	)

fuboTV Inc. Reconciliation of Net Cash Provided by (Used in) Operating Activities – Continuing Operations to Free Cash Flow (TTM) (in thousands) Year-over-Year Comparison
		Trailing Twelve Months Ended
		June 30, 2025				June 30, 2024
Net cash provided by (used in) operating activities – continuing operations		$	150,078			$	(123,898	)
Subtract:
Purchases of property and equipment			(3,125	)			(1,120	)
Capitalization of internal use software			(10,851	)			(15,708	)
Purchase of intangible assets			(1,150	)			(4,132	)
Gain on settlement of litigation, net			(219,542	)			–
Free Cash Flow (TTM)			(84,590	)			(144,858	)

fuboTV Inc. Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Non-GAAP Adjusted Net Loss and Adjusted EPS (in thousands) Year-over-Year Comparison
		Three Months Ended
		June 30, 2025				June 30, 2024
Net income (loss) attributable to common shareholders		$	(8,030	)		$	(25,272	)
Subtract:
Net income (loss) from discontinued operations, net of tax			–				106
Net income (loss) from continuing operations attributable to common shareholders			(8,030	)			(25,378	)
Net income (loss) from continuing operations attributable to common shareholders			(8,030	)			(25,378	)
Stock-based compensation			8,256				10,308
Amortization of debt premium, net			(367	)			(268	)
Amortization of intangibles			9,776				9,179
Gain on extinguishment of debt			–				(12,124	)
Gain on settlement of litigation, net			153				–
Certain litigation and transaction expenses(1)			8,271				4,856
Adjusted net loss from continuing operations			18,059				(13,427	)
Weighted average shares outstanding:
Basic			341,683,408				311,253,856
Diluted			341,683,408				311,253,856
Adjusted EPS from continuing operations – basic		$	0.05			$	(0.04	)
Adjusted EPS from continuing operations – diluted		$	0.05			$	(0.04	)

(1)

Certain litigation expenses consist of legal expenses and related fees for specific proceedings that we have determined arise outside of the ordinary course of business and do not consider representative of our underlying operating performance. For the periods presented, the adjustment included expenses attributable to antitrust and data privacy litigation. Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements of FuboTV Inc. (“Fubo”) that involve substantial risks and uncertainties. All statements contained in this press release that do not relate to matters of historical fact are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding our business strategy and plans, our offerings, our pending business combination with Hulu + Live TV (the “Transactions”) and the potential benefits thereof, consumer preferences, our financial condition, our anticipated financial performance and our future approach with respect to guidance. The words “could,” “will,” “plan,” “intend,” “anticipate,” “approximate,” “expect,” “potential,” “believe” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that Fubo makes due to a number of important factors, including but not limited to the following: our ability to achieve or maintain profitability; risks related to our access to capital and fundraising prospects to fund our financial operations and support our planned business growth; our revenue and gross profit are subject to seasonality; our operating results may fluctuate; our ability to effectively manage our growth; risks related to the Transactions; the long-term nature of our content commitments; our ability to renew our long-term content contracts on sufficiently favorable terms; our ability to attract and retain subscribers; obligations imposed on us through our agreements with certain distribution partners; we may not be able to license streaming content or other rights on acceptable terms; the restrictions imposed by content providers on our distribution and marketing of our products and services; our reliance on third party platforms to operate certain aspects of our business; risks related to the difficulty in measuring key metrics related to our business; risks related to preparing and forecasting our financial results; risks related to the highly competitive nature of our industry; risks related to our technology, as well as cybersecurity and data privacy-related risks; risks related to ongoing or future legal proceedings; and other risks, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are discussed in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission (“SEC”), our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 to be filed with the SEC and our other periodic filings with the SEC. We encourage you to read such risks in detail. The forward-looking statements in this press release represent Fubo’s views as of the date of this press release. Fubo anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should, therefore, not rely on these forward-looking statements as representing Fubo’s views as of any date subsequent to the date of this press release.

Additional Information and Where to Find It

This press release and the information contained herein shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any proxy, vote or approval, nor shall there be any issuance or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Transactions will be submitted to the shareholders of Fubo for their consideration and approval at a special meeting. In connection with the Transactions, Fubo filed a preliminary proxy statement with the SEC on July 28, 2025 (the “Preliminary Proxy Statement”). Once the SEC completes its review of the Preliminary Proxy Statement, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed or otherwise furnished to the shareholders of Fubo. Before making any voting decision, Fubo shareholders are urged to read the definitive proxy statement in its entirety, when it becomes available, and any other documents to be filed with the SEC in connection with the Transactions or incorporated by reference in the proxy statement (including any amendments or supplements to these documents), if any, because they will contain important information about the Transactions and the parties to the Transactions. This communication is not a substitute for the proxy statement or any other document that may be filed by Fubo with the SEC or sent to its shareholders in connection with the Transactions.

Fubo investors and shareholders may obtain a free copy of the Preliminary Proxy statement, definitive proxy statement and other documents filed by Fubo with the SEC at the SEC’s website at www.sec.gov. In addition, Fubo investors and shareholders may obtain a free copy of Fubo’s filings with the SEC from Fubo’s website at ir.fubo.tv or by directing a request by mail to Fubo, 1290 Avenue of the Americas, New York, NY 10104, or telephone to (212) 672-0055.

Participants in the Solicitation

The Company and its directors and executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the shareholders of the Company in respect of the Transactions. Information regarding Fubo’s directors and executive officers is contained in the definitive proxy statement on Schedule 14A for Fubo’s 2025 annual meeting of shareholders (the “2025 Proxy Statement”), filed with the SEC on April 29, 2025. Additional information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of Fubo in connection with the Transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Preliminary Proxy Statement. To the extent holdings of Fubo’s securities by Fubo’s directors and executive officers change from the amounts set forth in the Preliminary Proxy Statement, such changes have been or will be reflected on Statements of Changes of Beneficial Ownership of Securities on Form 4 filed with the SEC. Fubo investors and shareholders may obtain free copies of these filings from the SEC’s website at www.sec.gov or from Fubo’s website at ir.fubo.tv.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250808626887/en/

Investor Contacts

Ameet Padte, Fubo

[email protected]

JCIR for Fubo

[email protected]

Media Contacts

Jennifer L. Press, Fubo

[email protected]

Bianca Illion, Fubo

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Media Entertainment Sports Internet Mobile Entertainment General Sports Technology General Entertainment TV and Radio Audio/Video Communications Telecommunications

MEDIA:

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Soho House & Co Inc. Announces Second Quarter 2025 Results

LONDON–(BUSINESS WIRE)–
Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the second quarter ended June 29, 2025.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250808925160/en/

Second Quarter 2025 Highlights

• Total revenues of $329.8 million, 8.9% year-over-year growth

• Membership revenues grew to $118.6 million, a 15.9% increase year-over-year

• In-House revenues of $132.5 million, up 4.1% year-over-year
  • Revenue Per Available Room (“RevPAR”) was 2% higher year-over-year on a like-for-like basis

• Other revenues of $78.7 million, up 7.3% year-over-year driven by strong growth in Soho Home

• Net income attributable to Soho House & Co Inc. was $24.9 million or $0.13 per share

• Adjusted EBITDA was $46.1 million, an increase from $31.5 million in second quarter 2024

“Our second quarter results reflect the continued strength of the Soho House membership model and the real progress we’ve made in transforming the business,” said Andrew Carnie, CEO of Soho House & Co. “Total revenues grew 9%, and Adjusted EBITDA was up 46%—a clear sign that our strategic priorities of enhancing member experience and improving operational efficiency are delivering results.”

“We’re continuing to focus on what matters most to our members—whether it’s experiential openings like Soho Farmhouse Ibiza, refreshed spaces across our existing Houses, or more curated cultural programming. We’ve also launched in our Houses new Soho Health Clubs with holistic and advanced technology wellness facilities, and introduced new food and beverage residencies and diversified our menus — all of which help to deepen the value of Every House membership.”

“In a continued uncertain consumer environment, I’m incredibly proud of our teams for helping us deliver a strong quarter, and our members for their continued loyalty.”

Transaction Update

As previously announced on December 19, 2024, the Company received an offer from a third-party consortium to take the Company private for $9.00 per share. The Company set up a Special Committee to assess the offer and the parties continue to assess the offer and a potential transaction, however no assurances can be given that the Special Committee’s assessment will result in any change in strategy, or if a transaction will be undertaken. The Company will make a further public comment regarding these matters at such time as there is a material development in the process.

Summary of Unaudited Financial Results for the Quarter Ended June 29, 2025

	For the 13 Weeks Ended
(in thousands, except shares and per share amount unless otherwise noted)	June 29, 2025				June 30, 2024
	(Unaudited)
Total revenues	$	329,804			$	302,947
Membership revenues		118,626				102,347
In-House revenues		132,504				127,285
Other revenues		78,674				73,315
Operating income (loss)		59,721				(12,942	)
House-Level Contribution(1)		71,883				57,411
House-Level Contribution margin (%)(1)		30	%			26	%
Other Contribution(1)		14,058				14,646
Other contribution margin (%)(1)		16	%			18	%
Net income (loss) attributable to SHCO		24,885				(29,899	)
Adjusted EBITDA		46,130				31,525
Adjusted EBITDA margin (%)(1)		14	%			10	%
Weighted average Class A and Class B Shares outstanding (basic)		194,596				196,258
Weighted average Class A and Class B Shares outstanding (diluted)		196,395				196,258
Basic income (loss) per share	$	0.13			$	(0.15	)
Diluted income (loss) per share	$	0.13			$	(0.15	)

(1) See “Non-GAAP Financial Measures” for reconciliations of Non-GAAP measures to GAAP measures.

We delivered the following highlights against our strategic priorities in the second quarter

1. Grow and Enhance Membership

• Key initiatives continue to improve member experience and service in our Houses, as illustrated by high member satisfaction scores

2. Operational Excellence to Drive Profitability

• We achieved second quarter 2025 Adjusted EBITDA of $46.1 million, with Adjusted EBITDA margin of 14%

• Like-for-like Food & Beverage margins at our Houses improved compared to the second quarter 2024

• Focus on driving accommodation performance resulted in 2% RevPAR growth in the second quarter 2025 versus the second quarter 2024

Membership Summary for the Quarter Ended June 29, 2025

	As of
	June 29, 2025				June 30, 2024
	(Unaudited)
Total Members		270,297				264,540
Soho House		213,621				204,028
Frozen Members		10,032				10,203
Soho Friends		50,514				54,192
Soho Works		6,162				6,320
Active App Users		216,687				209,732

		As of
		June 29, 2025				June 30, 2024
		(Unaudited)
Number of Soho Houses			46				44
The Americas			17				17
United Kingdom			14				13
Europe/RoW			15				14
Number of Soho House Members			213,621				204,028
The Americas			80,919				76,826
United Kingdom			72,907				72,543
Europe/RoW			46,053				43,538
All Other			13,742				11,121
Number of Other Members			56,676				60,512
The Americas			15,709				16,338
United Kingdom			33,726				36,232
Europe/RoW			7,241				7,942
Number of Total Members			270,297				264,540
Number of Active App Users			216,687				209,732

Memberships

• Total Members grew 2.2% year-over-year to 270,297
• Total Soho House Members grew 4.7% year-over-year to 213,621
• Other Memberships including Soho Friends and Soho Works declined 6.3% year-over-year to 56,676 members.

Financing

• SHCO ended second quarter 2025 with Cash, cash equivalents and restricted cash of $155 million

Non-GAAP Financial Measures

This presentation contains certain financial measures, including Adjusted EBITDA, House-Level Contribution and Margin, Other Contribution and Margin, Net Debt and certain financial measures presented on a Constant Currency basis that are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (“GAAP”). We refer to these measures as “non-GAAP financial measures”. We use these non-GAAP financial measures when planning, monitoring and evaluating our performance. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues or net income (loss), in each case as recognized in accordance with GAAP. In addition, other companies may calculate one or more of these measures differently, which reduces the usefulness of any such measure as a comparative measure. See below for a definition of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures.

We provide earnings guidance using both GAAP and non-GAAP financial measures. A reconciliation of the Company’s Adjusted EBITDA guidance to the most directly comparable GAAP financial measure cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that are made for future changes in foreign exchange and the other adjustments reflected in our reconciliation of historical non-GAAP financial measures, the amounts of which, could be material.

The information in this presentation should be read in conjunction with our Annual and Quarterly Reports on Form 10-K and Form 10-Q and other information that we file with the SEC. The reconciliations of non-GAAP financial measures are an integral part of the information presented herein. You can access these documents on our website, www.sohohouseco.com, free of charge, as well as any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on our website is not incorporated by reference into, and should not be considered a part of, this presentation.

In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov.

The non-GAAP financial measures we use herein are defined by us as follows:

ADJUSTED EBITDA. Adjusted EBITDA is a supplemental measure of our performance. Adjusted EBITDA is defined as Net income (loss) before Depreciation and amortization, Interest expense, net, Income tax (expense) benefit, adjusted to take account of the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These other items include, but are not limited to, Gain (loss) on sale of property and other, net, Share of loss (profit) of equity method investments, Foreign exchange, Share of equity method investments adjusted EBITDA, Share-based compensation expense, impairment of long-lived assets, and other applicable items. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses (income) that do not relate to ongoing business performance.

HOUSE-LEVEL CONTRIBUTION AND MARGIN. House-Level Contribution is defined as House Revenues less In-House operating expenses, which includes expense items such as food and beverage costs, labor costs, variable overheads and fixed costs, such as rent. It does not reflect the impact of depreciation, amortization, impairment, gain or loss on sale of property, general and administrative expenses or other applicable items. House-Level Contribution Margin is defined as House-Level Contribution as a percentage of our House Revenues and is a key determinant of our performance and profitability and our return on the investment we make in each of our Houses. Given that all costs associated with providing our members with the Soho House experience, including the costs associated with maintaining our Houses and providing services to members while in the Houses, are included in In-House operating expenses, we use House Revenues (inclusive of House Membership Revenues) in calculating House-Level Contribution and House-Level Contribution Margin to assess the overall profitability of our Houses. Accordingly, our management considers House-Level Contribution and House-Level Contribution Margin to be an important management measure to evaluate the performance of each House, and growth in aggregate House-Level Contribution allows us to leverage our general and administrative costs and improve overall profitability.

OTHER CONTRIBUTION AND MARGIN. Other Contribution is defined as Other revenues plus Non-House Membership Revenues less Other operating expenses, which includes expense items not related to the operation of Houses, such as labor costs, variable overheads and fixed costs, such as rent. It does not reflect the impact of depreciation, amortization, impairment, gain or loss on sale of property, general and administrative expenses, pre-opening expenses, foreign exchange gain/loss, Share-based compensation expense and other applicable items. Other Contribution Margin defined as Other Contribution as a percentage of our Other revenues and is a key determinant of our performance and profitability and our return on the investment in our non-House business. Our management considers Other Contribution and Contribution Margin to be an important management measure.

NET DEBT. Net Debt reflects the total debt, comprising long-term debt, property mortgage loans and related party loans, less cash, cash equivalents and restricted cash. Net Debt is an important measure to monitor leverage and evaluate the balance sheet. A limitation associated with using Net Debt is that it subtracts Cash and cash equivalents and Restricted cash and therefore may imply that there is less Company debt than the most comparable GAAP measure indicates. Management believes that investors may find it useful to monitor leverage and evaluate the balance sheet.

CONSTANT CURRENCY. Some of our financial and operational data that we disclose in this release is presented on a ‘constant currency’ basis to isolate the effect of currency changes during the period. Where we refer to a measure being calculated in ‘constant currency,’ we are calculating the dollar change and the percentage change as if the exchange rate that is being used in the current period was in effect for all prior periods presented. We believe that this calculation provides a more meaningful indication of actual year over year performance and eliminates any fluctuations from currency exchange rates.

While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues or net income (loss), in each case as recognized in accordance with GAAP. In addition, other companies may calculate one or more of these measures differently, which reduces the usefulness of any such measure as a comparative measure.

A reconciliation of Net income (loss) to Adjusted EBITDA for the 13 weeks ending June 29, 2025 and June 30, 2024 is set forth below:

		For the 13 Weeks Ended								Percent Change
		June 29, 2025				June 30, 2024				Actuals				Constant Currency(1)
		(Unaudited, dollar amounts in thousands)
Net income (loss)		$	24,128			$	(30,205	)		n/m				n/m
Depreciation and amortization			23,389				25,131				(7	)%			(13	)%
Interest expense, net			21,666				19,989				8	%			1	%
Income tax expense (benefit)			15,863				(1,103	)		n/m				n/m
EBITDA			85,046				13,812			n/m				n/m
(Gain) Loss on sale of property and other, net			(54	)			(109	)			50	%			54	%
Share of income of equity method investments			(1,882	)			(1,514	)			(24	)%			(16	)%
Foreign exchange (gain) loss, net (2)			(47,405	)			5,173			n/m				n/m
Share of equity method investments adjusted EBITDA			3,214				2,811				14	%			7	%
Share-based compensation expense			2,156				3,598				(40	)%			(44	)%
Operational reorganization and severance expense(3)			—				2,114			n/m				n/m
Expenses related to ERP implementation(4)			1,502				—			n/m				n/m
Expenses related to the evaluation of certain strategic transactions(5)			3,553				930			n/m				n/m
Impairment of long-lived assets and intangible assets(6)			—				4,710			n/m				n/m
Adjusted EBITDA		$	46,130			$	31,525				46	%			37	%

1. See “Non-GAAP Financial Measures” for an explanation of our constant currency results.

2. Foreign exchange (gain) loss, net reflects non-cash re-valuation of our non-USD debt.

3. Expenses incurred with respect to a strategic reorganization program of the Company’s operations and support teams.

4. During the 13 weeks ended June 29, 2025, the Company incurred certain expenses related to the planned ERP system implementation.

5. Primarily relating to third party advisory expenses incurred by the Company and its independent special committee in respect of the evaluation of certain strategic transactions.

6. During the 13 weeks ended June 30, 2024, the Company recognized impairment losses on intangible assets related to the termination of two hotel management contracts.

A reconciliation of Operating income (loss) to House-Level Contribution & Other Contribution for the 13 weeks ending June 29, 2025 and June 30, 2024 is set forth below:

	For the 13 Weeks Ended
	June 29, 2025				June 30, 2024				Change %				June 30, 2024 Constant Currency(1)				Constant Currency Change %(1)
	Actuals
	(Unaudited, dollar amounts in thousands)
Operating income (loss)	$	59,721			$	(12,942	)		n/m				$	(22,065	)		n/m
General and administrative		40,269				38,726				4	%			41,393				(3	)%
Pre-opening expenses		3,191				5,651				(44	)%			6,040				(47	)%
Depreciation and amortization		23,389				25,131				(7	)%			26,861				(13	)%
Share-based compensation		2,156				3,598				(40	)%			3,846				(44	)%
Foreign exchange (gain) loss, net		(47,405	)			5,173			n/m					5,529			n/m
Loss on impairment of long-lived assets and intangible assets		—				4,710			n/m					5,034			n/m
Other, net		4,620				2,010			n/m					2,148			n/m
Non-House membership revenues		(9,203	)			(8,242	)			(12	)%			(8,810	)			(4	)%
Other revenues		(78,674	)			(73,315	)			(7	)%			(77,135	)			(2	)%
Other operating expenses		73,819				66,911				10	%			71,518				3	%
House-Level Contribution	$	71,883			$	57,411				25	%		$	54,359				32	%
Operating profit (loss) margin		18	%			(4	)%							(4	)%
House-Level contribution margin		30	%			26	%							26	%

	For the 13 Weeks Ended
	June 29, 2025				June 30, 2024				Change %				June 30, 2024 Constant Currency(1)				Constant Currency Change %(1)
	Actuals
	(Unaudited, dollar amounts in thousands)
Operating income (loss)	$	59,721			$	(12,942	)		n/m				$	(22,065	)		n/m
General and administrative		40,269				38,726				4	%			41,393				(3	)%
Pre-opening expenses		3,191				5,651				(44	)%			6,040				(47	)%
Depreciation and amortization		23,389				25,131				(7	)%			26,861				(13	)%
Share-based compensation		2,156				3,598				(40	)%			3,846				(44	)%
Foreign exchange loss, net		(47,405	)			5,173			n/m					5,529			n/m
Loss on impairment of long-lived assets and intangible assets		—				4,710			n/m					5,034			n/m
Other, net		4,620				2,010			n/m					2,148			n/m
House membership revenues		(109,423	)			(94,105	)			(16	)%			(97,222	)			(13	)%
In-House revenues		(132,504	)			(127,285	)			(4	)%			(132,407	)			(0	)%
In-House operating expenses		170,044				163,979				4	%			175,270				(3	)%
Total Other Contribution	$	14,058			$	14,646				(4	)%		$	14,427				(3	)%
Operating profit (loss) margin		18	%			(4	)%							(4	)%
Other Contribution Margin		16	%			18	%							18	%

1. See “Non-GAAP Financial Measures” for an explanation of our constant currency results.

Condensed Unaudited Consolidated Statements of Operations for the 13 weeks ended June 29, 2025 and June 30, 2024:

	For the 13 Weeks Ended
(in thousands, except for per share data)	June 29, 2025					June 30, 2024
Revenues
Membership revenues	$		118,626			$		102,347
In-House revenues			132,504					127,285
Other revenues			78,674					73,315
Total revenues			329,804					302,947
Operating expenses
In-House operating expenses			(170,044	)				(163,979	)
Other operating expenses			(73,819	)				(66,911	)
General and administrative expenses			(40,269	)				(38,726	)
Pre-opening expenses			(3,191	)				(5,651	)
Depreciation and amortization			(23,389	)				(25,131	)
Share-based compensation			(2,156	)				(3,598	)
Foreign exchange gain (loss), net			47,405					(5,173	)
Loss on impairment of long-lived assets and intangible assets			—					(4,710	)
Other, net			(4,620	)				(2,010	)
Total operating expenses			(270,083	)				(315,889	)
Operating income (loss)			59,721					(12,942	)
Other (expense) income
Interest expense, net			(21,666	)				(19,989	)
Gain (loss) on sale of property and other, net			54					109
Share of income of equity method investments			1,882					1,514
Total other expense, net			(19,730	)				(18,366	)
Income (loss) before income taxes			39,991					(31,308	)
Income tax (expense) benefit			(15,863	)				1,103
Net income (loss)			24,128					(30,205	)
Net loss attributable to non-controlling interests			757					306
Net income (loss) attributable to Soho House & Co Inc.	$		24,885			$		(29,899	)
Net income (loss) per share attributable to Class A and Class B common stock
Basic	$		0.13			$		(0.15	)
Diluted			0.13					(0.15	)
Weighted average shares outstanding
Basic			194,596					196,258
Diluted			196,395					196,258

Condensed Consolidated Statements of Cash flows (Unaudited) for the 26 weeks ended June 29, 2025 and June 30, 2024

	For the 26 Weeks Ended
(in thousands)	June 29, 2025				June 30, 2024
Cash flows from operating activities
Net income (loss)	$	31,641			$	(72,063	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		47,403				50,625
Non-cash share-based compensation		4,156				10,808
Deferred tax expense (benefit)		(357	)			(5,889	)
(Gain) loss on sale of property and other, net		(56	)			(174	)
Loss on impairment of long-lived assets and intangible assets		2,102				4,710
Share of (income) loss of equity method investments		(2,616	)			(1,891	)
Amortization of debt issuance costs		1,478				1,390
PIK interest		23,092				19,568
Distributions from equity method investees		246				325
Foreign exchange (gain) loss, net		(68,926	)			10,654
Changes in assets and liabilities:
Accounts receivable		5,137				2,856
Inventories		455				(3,249	)
Operating leases, net		(467	)			8,929
Other operating assets		(6,686	)			(18,750	)
Deferred revenue		4,623				1,778
Accounts payable and accrued and other liabilities		22,607				32,569
Net cash provided by operating activities		63,832				42,196
Cash flows from investing activities
Purchase of property and equipment		(43,884	)			(45,507	)
Purchase of intangible assets		(11,838	)			(8,947	)
Investments in equity method investees		(14,500	)			—
Property and casualty insurance proceeds received		7,199				—
Repayment of capital investment from equity method investee		—				10,706
Net cash used in investing activities		(63,023	)			(43,748	)
Cash flows from financing activities
Repayment of borrowings		(6,235	)			(879	)
Proceeds from borrowings		—				1,105
Principal payments on finance leases		(221	)			(181	)
Distributions to non-controlling interests		(2,358	)			(1,454	)
Purchase of treasury stock		—				(4,708	)
Net cash (used in) provided by financing activities		(8,814	)			(6,117	)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		7,102				(1,779	)
Net (decrease) increase in cash and cash equivalents, and restricted cash		(903	)			(9,448	)
Cash, cash equivalents and restricted cash
Beginning of period		156,318				161,106
End of period	$	155,415			$	151,658

Condensed Consolidated Statements of Cash flows (Unaudited) for the 26 weeks ended June 29, 2025 and June 30, 2024 (Continued):

	For the 26 Weeks Ended
(in thousands)	June 29, 2025				June 30, 2024
Cash, cash equivalents and restricted cash are comprised of:
Cash and cash equivalents	$	150,305			$	148,468
Restricted cash		5,110				3,190
Cash, cash equivalents and restricted cash as of June 29, 2025 and June 30, 2024	$	155,415			$	151,658
Supplemental disclosures:
Cash paid for interest, net of capitalized interest	$	17,289			$	17,875
Cash paid for income taxes		4,076				2,376
Supplemental disclosures of non-cash investing and financing activities:
Operating lease assets obtained in exchange for new operating lease liabilities		9,361				68,315
Acquisitions of property and equipment under finance leases		—				179
Prepaid capital expenditures		6,338				6,338
Accrued capital expenditures		16,677				8,277
Equity investment obtained in exchange for accounts receivable balance		9,019				–

Condensed Consolidated Balance Sheets as of June 29, 2025 (Unaudited) and December 29, 2024:

	As of
(in thousands, except for par value and share data)	June 29, 2025				December 29, 2024
Assets
Current assets
Cash and cash equivalents	$	150,305			$	152,716
Restricted cash		5,110				3,602
Accounts receivable, net		71,115				78,890
Inventories		57,957				54,419
Prepaid expenses and other current assets		122,116				98,774
Total current assets		406,603				388,401
Property and equipment, net		639,000				598,270
Operating lease assets		1,180,067				1,135,810
Goodwill		210,543				195,295
Other intangible assets, net		109,697				102,610
Equity method investments		39,353				13,217
Deferred tax assets		5,776				5,306
Other non-current assets		3,870				4,603
Total non-current assets		2,188,306				2,055,111
Total assets	$	2,594,909			$	2,443,512
Liabilities and Shareholders’ Deficit
Current liabilities
Accounts payable	$	77,749			$	75,987
Accrued liabilities		126,021				98,482
Current portion of deferred revenue		150,414				134,360
Indirect and employee taxes payable		52,249				33,889
Current portion of debt, net of debt issuance costs		33,715				34,618
Current portion of operating lease liabilities – sites trading less than one year		2,426				371
Current portion of operating lease liabilities – sites trading more than one year		62,436				57,078
Other current liabilities		50,193				39,377
Total current liabilities		555,203				474,162
Debt, net of current portion and debt issuance costs		696,099				656,868
Property mortgage loans, net of debt issuance costs		137,757				137,385
Operating lease liabilities, net of current portion – sites trading less than one year		22,885				90,081
Operating lease liabilities, net of current portion – sites trading more than one year		1,313,391				1,210,637
Finance lease liabilities		83,855				77,255
Financing obligation		76,994				76,900
Deferred revenue, net of current portion		23,785				23,697
Deferred tax liabilities		2,116				2,286
Other non-current liabilities		29,081				23,699
Total non-current liabilities		2,385,963				2,298,808
Total liabilities	$	2,941,166			$	2,772,970

Condensed Consolidated Balance Sheets as of June 29, 2025 (Unaudited) and December 29, 2024 (Continued):

	As of
(in thousands, except for par value and share data)	June 29, 2025				December 29, 2024
Shareholders’ equity
Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 66,830,184 shares issued and 53,202,889 outstanding as of June 29, 2025 and 66,359,217 shares issued and 52,731,922 outstanding as of December 29, 2024; Class B common stock, $0.01 par value, 500,000,000 shares authorized, 141,500,385 shares issued and outstanding as of June 29, 2025 and December 29, 2024	$	2,083			$	2,079
Additional paid-in capital		1,250,736				1,246,584
Accumulated deficit		(1,506,447	)			(1,539,500	)
Accumulated other comprehensive income		(15,615	)			35,174
Treasury stock, at cost; 13,627,295 shares as of June 29, 2025 and December 29, 2024		(79,396	)			(79,396	)
Total shareholders’ deficit attributable to Soho House & Co Inc.		(348,639	)			(335,059	)
Non-controlling interest		2,382				5,601
Total shareholders’ deficit		(346,257	)			(329,458	)
Total liabilities and shareholders’ equity	$	2,594,909			$	2,443,512

Key Performance and Operating Metrics Evaluated by Management

In assessing the performance of our business, we consider a variety of operating and financial measures. These key measures include:

HOUSE MEMBERSHIP REVENUES. House Membership Revenues are comprised primarily of annual membership fees and one-time legacy registration fees from Soho House members which are amortized over 20 years. The one-time registration fee is no longer applicable to new members admitted from April 4, 2022.

New members admitted from April 4, 2022 have been required to purchase House Introduction Credits as part of their membership, per the House rules. House Introduction Credits are credits of an equivalent value to cash within Houses and are redeemable to purchase food and beverage items, and bedroom stays, at the Houses. House Introduction Credits expire after the first three months from the date of issuance, where legally permitted in the regions we operate, if not utilized or if the Company terminates a member’s House membership. House Introduction Credits are recognized upon issuance as deferred revenue on our consolidated balance sheets. Revenue from House Introduction Credits are recognized as In-House revenues when redeemed by members, and as breakage revenue within Membership revenues upon expiration or in the period that we are able to reliably estimate expected breakage to the extent that they are unredeemed, are recognized.

IN-HOUSE REVENUES. In-House revenues include all revenues realized within our Houses, including food and beverage, accommodation and spa products and treatments.

HOUSE REVENUES. House Revenues is defined as Membership revenues plus In-House revenues less Non-House Membership Revenues. Our management views House Membership Revenues and In-House revenues as interrelated and their aggregation as important in tracking House performance. Although there is no minimum spend for any member on In-House offerings, nevertheless in practice most members consume food and beverage, accommodations and other offerings at our Houses. The pricing of our In-House offerings is reflective of the fact that the significant majority of In-House offerings that generate In-House revenues are consumed by members who also pay a membership fee in relation to that House, with pricing of such In-House offerings being identical for both members and non-members.

NUMBER OF SOHO HOUSES. The number of Soho Houses reflects the total number of Soho Houses in operation in any period, irrespective of whether each House is (i) controlled by us, (ii) operated through a non-controlling interest in a joint venture or (iii) operated through a management contract.

We review the number of members from all Houses to assess new member growth, total House Revenues, and House-Level Contribution.

TOTAL MEMBERS. Total members is defined as Soho House members plus Other members.

NUMBER OF SOHO HOUSE MEMBERS. Our Soho House membership model is an integral part of our business and has a significant impact on our profitability and financial performance. Typically, members hold an Every House membership or a Local House membership. Member count is the primary driver of Membership Revenues and is also a critical factor in In-House Revenues as members utilize the offerings that are provided within the Houses. Soho House members include all active, frozen and non-paying members.

The extent to which we achieve growth in our membership base, retain existing members and periodically increase our membership fee rates will impact our profitability. We have historically enjoyed strong member loyalty, reflected by very high retention rates. Robust demand for our memberships is also evidenced by considerable wait lists for our Houses.

NUMBER OF OTHER MEMBERS. Other members include members of Soho Works and Soho Friends and are key to our growth strategy and enhancing our Soho House member experience. Prior to August 2022, HOME+ membership, which is now included in Soho Friends, was also included. Like Soho House members, other memberships are an integral part of our business and we believe will have a significant impact on our profitability and financial performance in the future.

SOHO HOUSE MEMBER RETENTION. Soho House Member Retention is defined as the number of Adult Paying Members (being all Soho House members excluding child members and complimentary members) at the beginning of a period less the number of Adult Paying Members who canceled their membership during that same period (without giving any effect to Adult Paying Members who froze their memberships during such period), as a proportion of total Adult Paying Members at the beginning of such period.

FROZEN MEMBERS. Frozen Members refers to Soho House members who have elected to suspend their membership payments on a six, nine- or twelve-month basis during which period the member is not able to gain access to a Soho House site as a member, access our membership Apps, or book bedrooms or Cowshed treatments or products on discounted member rates. Frozen Members are not included in Adult Paying Members, but are included in the total number of Soho House members.

MEMBERSHIP REVENUES. Membership revenues are comprised of House Membership Revenues (as defined below) and Non-House Membership Revenues (as defined below). House Membership Revenues and Non-House Membership Revenues are each comprised primarily of annual membership fees and one-time registration fees which are amortized over 20 years. Membership revenues are a function of the number of members, membership mix, and membership pricing. For GAAP, we report Membership revenues only from Houses and sites in which we own a controlling interest. Our membership pricing varies by geographic segment and membership offering and, as such, our mix of House and Soho Works club openings can affect our revenue growth and profitability over time. Prices are generally higher in North America and the rest of the world compared with the UK and Europe. Membership revenues provide a stable and recurring source of revenues which have few direct costs and, as such, is a reliable and predictable source of cash flow.

HOUSE MEMBERSHIP REVENUES. House Membership Revenues is an important performance indicator and is defined above in the Non-GAAP reconciliation.

IN-HOUSE REVENUES. In-House revenues refer to all revenues realized within our Houses, and primarily includes revenues from food and beverage, accommodation, and spa products and treatments.

HOUSE REVENUES. House Revenues is an important performance indicator and is defined in “Non-GAAP Financial Measures.”

OTHER REVENUES. Other revenues are defined as total revenues that are not realized within our Houses, including revenues from Scorpios, Soho Works and our stand-alone restaurants, procurement fees from Soho House Design, Soho Home and Cowshed retail products and other revenues from products and services that we provide outside of our Houses, as well as management fees from The Ned sites and The LINE and Saguaro hotels.

ADJUSTED OTHER REVENUES. Adjusted Other Revenues is defined as Other Revenues plus non-House Membership Revenues.

NON-HOUSE MEMBERSHIP REVENUES. Non-House Membership Revenues are comprised of Soho Works membership revenue, Soho Friends membership revenue and SOHO HOME+ membership revenue which was merged into Soho Friends membership at the beginning of August 2022.

ACTIVE APP USERS. Active App Users is defined as unique users who have logged into any of our membership Apps within the last three months.

AVERAGE DAILY RATE. is Average Daily Rate represents the average rental income per paid occupied room.

REVENUE PER AVAILABLE ROOM (RevPAR). The key industry standard for measuring hotel-operating performance is RevPAR, which is calculated by multiplying the percentage of occupied rooms to available rooms by the average daily rate realized. Where this is presented on a like-for like basis, RevPAR is adjusted for new or divested sites, for example Houses that were not open in the comparison period.

Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our expected financial performance and operational performance for the remainder of fiscal 2025, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including important factors discussed under the caption “Risk Factors” in our annual report on form 10-K for the fiscal year ended December 29, 2024 and as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. In addition, we operate in rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

About Soho House & Co:

Soho House & Co (SHCO) is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. These members use the Soho House & Co platform to work, socialize, connect, create and flourish all over the world. We began with the opening of the first Soho House in 1995 and remain the only company to have scaled a private membership network with a global presence. Members around the world engage with Soho House & Co through our global collection, as at June 29, 2025 of 46 Soho Houses, 8 Soho Works, Scorpios Beach Clubs in Mykonos and Bodrum, Soho Home – our interiors and lifestyle retail brand – and our digital channels. The Ned in London, New York and Doha, The LINE and Saguaro hotels in North America also form part of Soho House & Co’s wider portfolio.

For more information, please visit www.sohohouseco.com.

Source: Soho House & Co (SHCO)

View source version on businesswire.com: https://www.businesswire.com/news/home/20250808925160/en/

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MAC Copper Limited Announces SARB Approval Received

ST. HELIER, Jersey–(BUSINESS WIRE)–
MAC Copper Limited ARBN 671 963 198 (NYSE:MTAL; ASX:MAC)

MAC Copper Limited (NYSE:MTAL, ASX:MAC) (“MAC” or the “Company”) is pleased to provide the following update on the proposed acquisition of 100% of the issued share capital in MAC by Harmony Gold (Australia) Pty Ltd (a wholly owned subsidiary of Harmony Gold Mining Company Limited (JSE:HAR, NYSE:HMY)) (“Harmony”) by way of a Jersey law scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991 (as amended) (“Scheme”).

Capitalised terms used in this announcement have the meaning given to them in the Scheme Circular, a copy of which is attached to MAC’s announcement released on 31 July 2025.

Update on regulatory conditions precedent

MAC has been notified by Harmony that Harmony has received written confirmation from the Financial Surveillance Department of the South African Reserve Bank that it has no objection to the implementation of the Scheme and Harmony’s intended funding of the Scheme Consideration.

Accordingly, the regulatory condition precedent in clause 3.1(d) of the Implementation Deed has now been satisfied.

MAC CEO, Mick McMullen, commented:

“The receipt of regulatory approval from SARB marks another significant step towards implementation of the Transaction. With the Restructuring Documents having been fully executed and all remaining deliverables to satisfy the Consents Condition well underway, that workstream is materially resolved. Earlier this week, the Scheme Circular was dispatched, giving shareholders the opportunity to cast their vote. We strongly encourage all shareholders to vote well ahead of the 26 August 2025 (for MAC CDI Holders) and 27 August 2025 cut-off (for MAC Shareholders and Scheme Shareholders). The MAC Directors remain unanimous in recommending that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that MAC Shareholders vote in favour of the General Meeting Resolution, in the absence of a Superior Proposal.”

The Scheme remains subject to the Scheme and the General Meeting Resolution being approved by the requisite majorities of Scheme Shareholders and MAC Shareholders (as applicable) at the Meetings, Harmony obtaining approval from Australia’s Foreign Investment Review Board, certain specified conditions precedent to the Streams Restructure Deed being satisfied or waived, the Court sanctioning the Scheme at the Court Sanction Hearing and other customary Conditions set out in the Scheme Circular.

Court Meeting and General Meeting

The Court Meeting and General Meeting will be held at 44 Esplanade, St Helier, Jersey JE4 PWG and online via the Virtual Meeting Platform at 12:30 pm (Jersey time) / 7:30 am (New York time) / 9:30 pm (Sydney time) on Friday, 29 August 2025 (for the Court Meeting) and at 1:00 pm (Jersey time) / 8:00 am (New York time) / 10:00 pm (Sydney time) on Friday, 29 August 2025 (for the General Meeting) (or as soon thereafter as the Court Meeting has concluded or been adjourned).

Each MAC Shareholder whose name appears on the Share Register at 4:00 pm (New York time) on Tuesday, 29 July 2025 will be entitled to attend and vote on all resolutions to be put to the Court Meeting and the General Meeting.

Further information

If, after reading the Scheme Circular, you have any questions about the Scheme or the Scheme Circular, please contact MAC’s proxy solicitation firm, Sodali & Co, at:

If you are a MAC Shareholder Call toll-free in US: +1 (800) 662-5200 Outside of US: +1 (203) 658-9400

If you are a MAC CDI Holder Within Australia: 1300 229 418 Outside Australia: +61 2 9066 4059

This announcement has been authorised for release by Mick McMullen, CEO and Director.

About MAC Copper Limited

MAC Copper Limited (NYSE:MTAL; ASX:MAC) is a company focused on operating and acquiring metals and mining businesses in high quality, stable jurisdictions that are critical in the electrification and decarbonization of the global economy.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250808381085/en/

Mick McMullen

Chief Executive Officer & Director

MAC Copper Limited

[email protected]

Morné Engelbrecht

Chief Financial Officer

MAC Copper Limited

KEYWORDS: South Africa Africa Jersey Australia/Oceania Australia Europe

INDUSTRY KEYWORDS: Professional Services Natural Resources Mining/Minerals Finance

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