Soho House (NYSE: SHCO) founder tied to 4.4M-share sale, $1.50 add-on

Rhea-AI Filing Summary

Soho House & Co Inc. founder Nick Jones filed a Form 4 reporting a derivative transaction tied to 4,400,000 shares of Class B common stock on January 29, 2026. These Class B shares are convertible into Class A common stock on a one-for-one basis.

The filing references a prior agreement for Jones to sell 4,400,000 Class B shares to Ronald Burkle for $6.00 per share, totaling $26,400,000, in a private transaction. Because the company entered into a merger at $9.00 per share, Burkle also agreed to pay or transfer to Jones an additional $1.50 per share, or $6,600,000 in total, by December 31, 2026.

The remarks explain that Jones, Richard Caring, Ronald Burkle, The Yucaipa Companies, LLC and certain affiliates have agreed to vote together as a “Voting Group”. This group holds all Class B shares and, when voting together, controls over 90% of the combined voting power of Soho House, allowing it to determine outcomes of matters requiring shareholder approval.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jones Nick

Role Founder

Type	Security	Shares	Price	Value
Other	Class B Common Stock	4,400,000	$0.00	--

Holdings After Transaction: Class B Common Stock — 4,367,615 shares (Direct)

Footnotes (1)

1. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jones Nick

(Last) (First) (Middle)

C/O SOHO HOUSE & CO INC.

180 STRAND

(Street)

LONDON X0 WC2R 1EA

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Soho House & Co Inc. [ SHCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Founder		See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	01/29/2026		J(2)			4,400,000(2)	(1)	(1)	Class A Common Stock	4,400,000	(2)	4,367,615	D

Explanation of Responses:

1. 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.

2. 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.

	/s/ Benedict Nwaeke, attorney-in-fact for Nick Jones	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Soho House (SHCO) founder Nick Jones report?

Nick Jones reported a derivative transaction involving 4,400,000 shares of Class B common stock. The filing ties to a previously agreed private sale of these shares to Ronald Burkle and to additional merger-related consideration payable per share.

What were the financial terms of Nick Jones’ 4.4 million share sale in SHCO?

Nick Jones agreed to sell 4,400,000 Class B shares at $6.00 per share, totaling $26,400,000. Following a merger priced at $9.00 per share, buyer Ronald Burkle also agreed to pay an extra $1.50 per share, or $6,600,000 in total.

How is the SHCO merger price connected to Nick Jones’ additional payment?

The merger paid $9.00 per share in cash, $3.00 above the original $6.00 sale price. Under the purchase agreement, Ronald Burkle agreed to pay Nick Jones $1.50 per share, equal to half of that $3.00 difference, by December 31, 2026.

What conversion rights exist for Soho House (SHCO) Class B common stock?

Each Class B share can be converted into one Class A share at any time upon notice to the company. In addition, Class B shares automatically convert one-for-one into Class A shares when transferred to any non-permitted holder of Class B stock.

Who is included in the Soho House (SHCO) Voting Group and what is its power?

The Voting Group includes Nick Jones, Richard Caring, Ronald Burkle, The Yucaipa Companies, LLC and certain affiliates and family members. By holding all Class B shares, they control over 90% of combined voting power and can determine outcomes requiring shareholder approval.

How many derivative securities does Nick Jones report after this SHCO transaction?

After the reported derivative transaction, Nick Jones reports beneficial ownership of 4,367,615 derivative securities related to Soho House. These are reported as directly held, and are tied to Class B common stock that can convert into Class A shares at a one-to-one ratio.