Nick Jones - 29 Jan 2026 Form 4 Insider Report for Soho House & Co Inc. (SHCO)

Role
Founder, Other*
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Nick Jones
Issuer symbol
SHCO
Transactions as of
29 Jan 2026
Net transactions value
$0
Form type
4
Filing time
02 Feb 2026, 16:17:13 UTC
Previous filing
18 Aug 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Jones Nick Founder, Other* C/O SOHO HOUSE & CO INC., 180 STRAND, LONDON, UNITED KINGDOM /s/ Benedict Nwaeke, attorney-in-fact for Nick Jones 02 Feb 2026 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 Other -4,400,000 -50% 4,367,615 29 Jan 2026 Class A Common Stock 4,400,000 Direct F1, F2
* 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 The Reporting Person previously reported, on a Form 4 filed August 18, 2025, that he agreed to sell 4,400,000 shares of Class B common stock to Ronald Burkle 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, as amended on December 2, 2025 and January 6, 2026, between the Reporting Person and Mr. Burkle (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, upon consummation of the merger pursuant to the Merger Agreement entered into by the Issuer on August 15, 2025 (the "Merger") on January 29, 2026, Mr. Burkle agreed to pay or transfer to the Reporting Person an additional $1.50 per share, which represents an amount equal to 50% of the $3.00 difference between the $9.00 price per share cash consideration paid in the Merger and the Sale Price, or an aggregate $6,600,000, by December 31, 2026.

Remarks:

Each of Nick Jones, Richard Caring, Ronald 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.