Nick Jones - Aug 15, 2025 Form 4 Insider Report for Soho House & Co Inc. (SHCO)

Role
Founder, Director, Other*
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Nick Jones
Stock symbol
SHCO
Transactions as of
Aug 15, 2025
Transactions value $
-$26,400,000
Form type
4
Date filed
8/18/2025, 06:44 AM
Previous filing
Sep 22, 2023
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Jones Nick Founder, Director, Other* C/O SOHO HOUSE & CO INC., 515 W. 20TH STREET, NEW YORK /s/ Benedict Nwaeke, attorney-in-fact for Nick Jones 2025-08-18 0001872029

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHCO Class B Common Stock Sale -$26.4M -4.4M -50.18% $6.00 4.37M Aug 15, 2025 Class A Common Stock 4.4M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each holder of the Issuer's shares of Class B common stock has the right to convert its shares of Class B common stock for shares of Class A common stock on a one-for-one basis at any time upon notice to the Issuer. 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.
F2 These 4.4 million shares of Class B common stock ("Subject Shares") were sold for an aggregate sale price of $26,400,000, or $6.00 per share (the "Sale Price"), in a private transaction pursuant to the terms of a purchase agreement dated August 15, 2025, between the Reporting Person and Ronald Burkle, each of whom is a permitted holder of Class B common stock. In addition to the payment of the Sale Price, Mr. Burkle agreed that, in the event the merger pursuant to the Merger Agreement entered into by the Issuer on August 15, 2025 (the "Merger") is consummated within twelve months of the closing of the sale of the Subject Shares, Mr. Burkle will pay or transfer to the Reporting Person within 30 days following the consummation of the Merger, an amount equal to 50% of the difference between the price per share cash consideration paid in the Merger and the Sale Price (the "Additional Payment").
F3 Based on the $9.00 per share price set forth in the Merger Agreement, Mr. Burkle would pay the Reporting Person an additional $6,600,000, or $1.50 per Subject Share, if the Additional Payment becomes payable.

Remarks:

Each of Nick Jones, Richard Caring, Ron Burkle and The Yucaipa Companies, LLC (and, in each case, certain affiliates and family members) have agreed to vote together as a group with respect to certain matters (the "Voting Group") pursuant to the provisions of a Stockholders' Agreement between each member of the Voting Group and the Issuer, so long as the Voting Group owns a requisite percentage of the Issuer's total outstanding common stock. The Voting Group holds all of the Issuer's issued and outstanding Class B common stock and, as a result, when voting together as a group, controls over 90% of the combined voting power of the Issuer and is able to control any action requiring Issuer shareholder approval. In addition, as a result of the arrangements in connection with the Merger, the Reporting Persons could be deemed to be a "group" with parties to the agreements related to the Merger.