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

Reporting relationship: Founder, Other*
Issuer ticker: SHCO
Reported as of: 29 Jan 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 02 Feb 2026, 16:17:13 UTC
Prior SEC filing: 18 Aug 2025
Source filing: View source filing
Reporting owner signature: /s/ Benedict Nwaeke, attorney-in-fact for Nick Jones

Key filing fact

Nick Jones filed Form 4 for Soho House & Co Inc. (SHCO) on 02 Feb 2026.

Key facts

This page summarizes Nick Jones's Form 4 filing for Soho House & Co Inc. (SHCO).
1 reported transaction and 1 derivative row are listed below.
Accepted by SEC: 02 Feb 2026, 16:17.

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 0001872029 Primary reporting owner

Jones Nick

Relationship: Founder, Other*
Address: C/O SOHO HOUSE & CO INC., 180 STRAND, LONDON, UNITED KINGDOM
Signature: /s/ Benedict Nwaeke, attorney-in-fact for Nick Jones
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 %: -50%
Price
Shares after: 4,367,615
Date: 29 Jan 2026
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 4,400,000
Exercise price
Footnotes: F1, F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 2 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 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.

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.