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. 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, B ordinary shares, C ordinary shares and D ordinary shares for 141,500,385 shares of Class B common stock of MCG 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 MCG having an equivalent value.

Holders of Class A common stock and Class B common stock are entitled to receive dividends out of legally available funds on a pari passu basis. Holders of Class A common stock are entitled to one vote per share, while holders of Class B common stock are entitled to 10 votes per share. Each holder of Class B common stock has the right to convert its shares of Class B common stock into shares of Class A common stock, at any time, on a one-for-one basis. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon transfer to any non-permitted holder of Class B common stock. Holders of Class A and Class B common stock are entitled to liquidation distributions on a pro rata basis, subject to prior satisfaction of all outstanding debt and liabilities and the payment of liquidation preferences, if any.

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


					SHHL Ordinary Shares
	SHHL Redeemable Preferred Shares		SHHL Redeemable C Ordinary Shares		A Ordinary Shares		B Ordinary Shares		C Ordinary Shares		C2 Ordinary Shares		D Ordinary Shares
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 SHHL senior convertible preference shares (Note 14)		12,970,766		—		—		—		—		—		—
Issuance of SHHL redeemable C ordinary shares (Note 14)		—		4,751,497		—		—		—		—		—
As of April 4, 2021		22,970,766		21,187,494		166,575,991		4,469,417		1,710,546		3,326,048		2,850,897
SHHL C2 ordinary shares issued in connection with the Cipura Acquisition		—		—		—		—		—		644,828		—
SHHL C2 ordinary shares issued in connection with the Mandolin Acquisition		—		—		—		—		—		92,647		—
Purchase of Soho Works North America noncontrolling interests		—		—		—		—		—		3,984,883		—
Purchase of Scorpios noncontrolling interests		—		—		—		—		—		572,410		—
SHHL C2 ordinary shares issued in connection with the LINE and Saguaro Acquisition		—		—		—		—		—		1,900,599		—
As of July 4, 2021		22,970,766		21,187,494		166,575,991		4,469,417		1,710,546		10,521,415		2,850,897


	MCG Common Stock
	Class A Common Stock			Class B Common Stock
As of January 2, 2022		61,029,730			141,500,385
Shares repurchased		(324,972	)		—
RSUs vested		506,990			—
As of April 3, 2022		61,211,748			141,500,385
Shares repurchased		(2,254,505	)		—
As of July 3, 2022		58,957,243			141,500,385

On March 18, 2022, the Company’s board of directors 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 is 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 depend on a variety of factors, including market conditions as well as corporate and regulatory considerations. The stock repurchase program may 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 will be returned to the status of authorized, but unissued shares of common

stock held in treasury at average cost. During the 13 weeks and 26 weeks ended July 3, 2022, the Company repurchased a total of 2,254,505 and 2,579,477 shares of Class A common stock for $17 million and $20 million, including commissions, respectively.

The Company computes loss per share using the two-class method. As the liquidation and dividend rights are identical, the undistributed earnings or losses are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted loss per share attributable to common stockholders are therefore the same for Class A and Class B common stock.

As discussed in Note 1, Nature of the Business, immediately prior to the IPO, the Company completed certain Reorganization Transactions which resulted in changes to our common stock and issued and outstanding shares but no change in relative shareholder rights, rank, or value before and after the Reorganization Transactions. As such, the Reorganization Transactions were considered to have an equivalent effect to a stock split and require retrospective treatment for purposes of computing loss per share. All share and per share information has been retroactively adjusted to reflect the impact of the Reorganization Transactions for all periods presented.

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 13 Weeks Ended						For the 26 Weeks Ended
(in thousands except share and per share amounts)	July 3, 2022			July 4, 2021			July 3, 2022			July 4, 2021
Net loss attributable to Membership Collective Group Inc.	$	(81,959	)	$	(55,987	)	$	(142,438	)	$	(146,466	)
Less: Cumulative SHHL preferred shares undeclared dividends		—			(4,737	)		—			(4,737	)
Less: Incremental accretion of SHHL preferred shares to redemption value		—			(1,126	)		—			(1,126	)
Add: Foreign currency remeasurement of SHHL preferred shares		—			908			—			908
Less: Non-cash dividends on the SHHL senior convertible preference shares		—			(4,177	)		—			(4,177	)
Adjusted net loss attributable to Class A and Class B common stockholders		(81,959	)		(65,119	)		(142,438	)		(155,598	)
Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders		201,203,671			151,449,262			201,832,289			149,304,984
Basic and diluted loss per share	$	(0.41	)	$	(0.43	)	$	(0.71	)	$	(1.04	)

The net loss attributable to the Company in calculating basic and diluted loss per share for the 13 weeks and 26 weeks ended July 4, 2021 is adjusted for cumulative undeclared dividends on certain SHHL preferred shares, which were redeemed for cash in July 2021. The loss per share calculations for the 13 weeks and 26 weeks ended July 4, 2021 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 13 weeks and 26 weeks ended July 3, 2022 and July 4, 2021 exclude the impact of unvested SHHL 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.