Ronald W. Burkle - 29 Jan 2026 Form 4 Insider Report for Soho House & Co Inc. (SHCO)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle
Issuer symbol
SHCO
Transactions as of
29 Jan 2026
Net transactions value
$0
Form type
4
Filing time
02 Feb 2026, 16:19:09 UTC
Previous filing
18 Aug 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
BURKLE RONALD W Director, Other*, 10%+ Owner C/O SOHO HOUSE & CO INC., 180 STRAND, LONDON, UNITED KINGDOM /s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle 02 Feb 2026 0001015899

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 +304% 5,849,496 29 Jan 2026 Class A Common Stock 4,400,000 By OA3, LLC F1, F2, F3, F6
holding SHCO Class B Common Stock 30,897,218 29 Jan 2026 Class A Common Stock 30,897,218 By Yucaipa American Alliance (Parallel) Fund II, L.P. F1, F4
holding SHCO Class B Common Stock 46,899,423 29 Jan 2026 Class A Common Stock 46,899,423 By Yucaipa American Alliance Fund II, L.P. F1, F4
holding SHCO Class B Common Stock 1,123,325 29 Jan 2026 Class A Common Stock 1,123,325 By Yucaipa American Alliance III, L.P. F1, F4
holding SHCO Class B Common Stock 353,763 29 Jan 2026 Class A Common Stock 353,763 By Yucaipa Soho Works, Inc. F1, F4
holding SHCO Class B Common Stock 10,871,215 29 Jan 2026 Class A Common Stock 10,871,215 By Global Joint Ventures Investment Partnership F1, F5
* 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 purchase 4,400,000 shares of Class B common stock (the "Purchased Shares") from Nick Jones for an aggregate purchase price of $26,400,000, or $6.00 per share (the "Purchase 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. Jones (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, the Reporting Person agreed to pay or transfer to Mr. Jones 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 Purchase Price, or an aggregate $6,600,000, by December 31, 2026.
F3 Prior to settlement of the transaction pursuant to the terms of the Purchase Agreement, the Reporting Person assigned the Purchased Shares to the account of OA3, LLC. Accordingly, this Form 4 reflects OA3, LLC as the direct owner of the Purchased Shares.
F4 The Reporting Person is the controlling partner of an affiliate of The Yucaipa Companies, LLC and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.
F5 The Reporting Person is the controlling partner of an affiliate of Global Joint Venture Investment Partners LP and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.
F6 The Reporting Person is the controlling partner of an affiliate of OA3, LLC and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

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.