Ronald W. Burkle - 15 Aug 2025 Form 4 Insider Report for Soho House & Co Inc. (SHCO)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
18 Aug 2025, 06:44:54 UTC
Prior SEC filing
10 Aug 2022
Next SEC filing
02 Feb 2026
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle

Key filing fact

Ronald W. Burkle filed Form 4 for Soho House & Co Inc. (SHCO) on 18 Aug 2025.

Key facts

  • This page summarizes Ronald W. Burkle's Form 4 filing for Soho House & Co Inc. (SHCO).
  • 1 reported transaction and 7 derivative rows are listed below.
  • Accepted by SEC: 18 Aug 2025, 06:44.

Change

  • Previous filing in this sequence was filed on 10 Aug 2022.
  • Current net transaction value: +$26,400,000.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001015899 Primary reporting owner

BURKLE RONALD W

Relationship
Director, Other*, 10%+ Owner
Address
C/O SOHO HOUSE & CO INC., 515 W. 20TH STREET, NEW YORK
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle
Signature date
18 Aug 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SHCO transaction Derivative

Class B Common Stock

Purchase

Transaction value
$26,400,000
Shares
+4,400,000
Change %
Price
$6.00
Shares after
4,400,000
Date
15 Aug 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
4,400,000
Exercise price
Footnotes
F1, F2, F3
SHCO holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
30,897,218
Date
15 Aug 2025
Ownership
By Yucaipa American Alliance (Parallel) Fund II, L.P.
Underlying class
Class A Common Stock
Underlying amount
30,897,218
Exercise price
Footnotes
F1, F4
SHCO holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
46,899,423
Date
15 Aug 2025
Ownership
By Yucaipa American Alliance Fund II, L.P.
Underlying class
Class A Common Stock
Underlying amount
46,899,423
Exercise price
Footnotes
F1, F4
SHCO holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,123,325
Date
15 Aug 2025
Ownership
By Yucaipa American Alliance III, L.P.
Underlying class
Class A Common Stock
Underlying amount
1,123,325
Exercise price
Footnotes
F1, F4
SHCO holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
353,763
Date
15 Aug 2025
Ownership
By Yucaipa Soho Works, Inc.
Underlying class
Class A Common Stock
Underlying amount
353,763
Exercise price
Footnotes
F1, F4
SHCO holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
10,871,215
Date
15 Aug 2025
Ownership
By Global Joint Ventures Investment Partnership
Underlying class
Class A Common Stock
Underlying amount
10,871,215
Exercise price
Footnotes
F1, F5
SHCO holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,449,496
Date
15 Aug 2025
Ownership
By OA3, LLC
Underlying class
Class A Common Stock
Underlying amount
5,000,000
Exercise price
Footnotes
F1, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote F2

These 4.4 million shares of Class B common stock ("Subject Shares") were purchased 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, between the Reporting Person and Nick Jones, each of whom is a permitted holder of Class B common stock. In addition to the payment of the Purchase Price, the Reporting Person 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, the Reporting Person will pay or transfer to Mr. Jones 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 Purchase Price (the "Additional Payment").

Footnote F3

Based on the $9.00 per share price set forth in the Merger Agreement, the Reporting Person would pay Mr. Jones an additional $6,600,000, or $1.50 per Subject Share, if the Additional Payment becomes payable.

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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.

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