Burkle-linked group controls Soho House (SHCO) via Class B voting power

Rhea-AI Filing Summary

Soho House & Co Inc. insider Ronald W. Burkle, an executive chairman, director, and 10% owner, reported indirect holdings and an internal reallocation of Class B common stock tied to a completed merger. A prior agreement covered the purchase of 4,400,000 Class B shares from Nick Jones for $26,400,000, or $6.00 per share, with an additional $1.50 per share (total $6,600,000) payable by December 31, 2026 based on a merger cash price of $9.00 per share.

Before settlement, Burkle assigned these 4,400,000 shares to OA3, LLC, so OA3, LLC is shown as the direct holder, with Burkle reporting them indirectly. He also reports large indirect Class B positions through Yucaipa-related funds and Global Joint Ventures Investment Partnership. Each Class B share is convertible into one Class A share at any time, or automatically upon transfer to a non‑permitted holder. A Stockholders' Agreement groups Burkle, Nick Jones, Richard Caring, The Yucaipa Companies and affiliates into a voting bloc that holds all Class B shares and controls over 90% of Soho House's combined voting power.

Insights

Corporate governance and insider-transactions analyst

Burkle-associated entities consolidate disclosed voting power via Class B holdings.

The disclosure shows Ronald W. Burkle reporting substantial indirect Class B holdings in Soho House & Co Inc. through entities such as OA3, LLC, several Yucaipa funds, and Global Joint Ventures. Footnotes state he may be deemed to have voting and dispositive control but disclaims beneficial ownership beyond his economic interest.

A key element is the 4,400,000 Class B shares originally agreed to be purchased from Nick Jones for $26,400,000, plus up to $6,600,000 additional consideration tied to a merger price. These shares were assigned to OA3, LLC before settlement, so the entity, not Burkle personally, is the direct holder.

The remarks highlight a Stockholders' Agreement under which Burkle, Nick Jones, Richard Caring, The Yucaipa Companies and related parties form a voting group. This group holds all Class B stock and controls over 90% of combined voting power, indicating highly concentrated shareholder control. Future company actions requiring shareholder approval will be largely determined by this voting bloc, consistent with the dual‑class structure and existing agreements.

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^*

BURKLE RONALD W

(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)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Exec. Chairman; 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)	5,849,496(3)	I(3)(6)	By OA3, LLC(3)(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	30,897,218		30,897,218	I(4)	By Yucaipa American Alliance (Parallel) Fund II, L.P.(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,899,423		46,899,423	I(4)	By Yucaipa American Alliance Fund II, L.P.(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,123,325		1,123,325	I(4)	By Yucaipa American Alliance III, L.P.(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	353,763		353,763	I(4)	By Yucaipa Soho Works, Inc.(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	10,871,215		10,871,215	I(5)	By Global Joint Ventures Investment Partnership(5)

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 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.

3. 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.

4. 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.

5. 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.

6. 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.

	/s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle	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 Ronald W. Burkle report for Soho House (SHCO)?

Ronald W. Burkle reported an indirect holding of 4,400,000 Class B shares of Soho House & Co Inc., originally agreed to be purchased from Nick Jones. The shares were assigned to OA3, LLC before settlement, so OA3, LLC is listed as the direct owner on the report.

What were the financial terms of Burkle’s agreement to buy Soho House Class B shares?

Burkle agreed to buy 4,400,000 Class B shares from Nick Jones for an aggregate $26,400,000, or $6.00 per share. He also agreed to pay an additional $1.50 per share, totaling $6,600,000, by December 31, 2026, linked to a $9.00 merger price.

Which entity directly holds the 4,400,000 Soho House Class B shares linked to Burkle?

The 4,400,000 Class B shares are directly held by OA3, LLC. Before the transaction settled, Burkle assigned the purchased shares to OA3, LLC, and the Form 4 therefore reflects OA3, LLC as the direct owner while Burkle reports an indirect interest.

How is voting control of Soho House (SHCO) structured after this filing?

All Class B shares are held by a Voting Group including Nick Jones, Richard Caring, Ronald Burkle, The Yucaipa Companies and affiliates. Acting together, this group controls over 90% of the company’s combined voting power, allowing it to determine actions requiring shareholder approval.

Can Soho House Class B common stock be converted into Class A shares?

Yes. Each Class B share is convertible one-for-one into Class A common stock at any time upon notice to the company. In addition, Class B shares automatically convert into Class A shares on a one-for-one basis if transferred to a non‑permitted holder of Class B stock.

What other Soho House holdings are reported by entities associated with Ronald W. Burkle?

Entities associated with Burkle report large indirect Class B positions, including holdings through Yucaipa American Alliance funds, Yucaipa Soho Works, Inc., and Global Joint Ventures Investment Partnership. Burkle may be deemed to have voting and dispositive control but disclaims beneficial ownership beyond his pecuniary interest.