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

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
02 Feb 2026, 16:19:09 UTC
Prior SEC filing
18 Aug 2025
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 02 Feb 2026.

Key facts

  • This page summarizes Ronald W. Burkle's Form 4 filing for Soho House & Co Inc. (SHCO).
  • 1 reported transaction and 6 derivative rows are listed below.
  • Accepted by SEC: 02 Feb 2026, 16:19.

Change

  • Previous filing in this sequence was filed on 18 Aug 2025.
  • Current net transaction value: $0.

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., 180 STRAND, LONDON, UNITED KINGDOM
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle
Signature date
02 Feb 2026

Reported derivative securities

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

SHCO transaction Derivative

Class B Common Stock

Other

Transaction value
Shares
+4,400,000
Change %
+304%
Price
Shares after
5,849,496
Date
29 Jan 2026
Ownership
By OA3, LLC
Underlying class
Class A Common Stock
Underlying amount
4,400,000
Exercise price
Footnotes
F1, F2, F3, F6
SHCO holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
30,897,218
Date
29 Jan 2026
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
29 Jan 2026
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
29 Jan 2026
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
29 Jan 2026
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
29 Jan 2026
Ownership
By Global Joint Ventures Investment Partnership
Underlying class
Class A Common Stock
Underlying amount
10,871,215
Exercise price
Footnotes
F1, F5
* 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

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.

Footnote 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.

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, 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.

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