Soho House Insider Sale: 4.4M Shares Sold; $6K Avg Price, Merger Upside

Rhea-AI Filing Summary

Nick Jones, a founder, reported the sale of 4,400,000 shares of Class B common stock of Soho House & Co Inc. (SHCO) on 08/15/2025 for an aggregate $26,400,000, or $6.00 per share, in a private transaction with Ronald Burkle. The filing notes an additional contingent payment provision: if the Merger Agreement dated 08/15/2025 is consummated at the $9.00 per share price in that agreement within 12 months, Mr. Burkle will pay Jones 50% of the per-share difference above the $6.00 sale price, which would equal $6,600,000 in aggregate (an additional $1.50 per Subject Share) based on the stated merger price.

The filing shows Jones beneficially owns 4,367,615 shares of Class A common stock following the transaction. It also discloses that Jones and several other parties form a Voting Group that holds all issued Class B shares and, when combined, controls over 90% of the company’s voting power.

Positive

• Realized proceeds of $26,400,000 from a private sale of 4,400,000 Class B shares at $6.00 per share
• Contingent upside of $6,600,000 (an additional $1.50 per Subject Share) if the disclosed Merger at $9.00 per share closes within 12 months
• Reporting Person retains significant economic stake with 4,367,615 Class A shares beneficially owned following the transaction
• Voting Group structure maintained, preserving coordinated control over company voting despite the sale

Negative

• Disposition of 4,400,000 Class B shares represents a material insider sale reducing the Reporting Person’s Class B holdings
• Contingent Additional Payment depends on Merger consummation within 12 months, so some upside is uncertain and not guaranteed
• Extremely concentrated voting control (>90%) by the Voting Group may raise governance and minority shareholder concerns

Insights

Financial Analyst

TL;DR: Founder sold 4.4M Class B shares for $26.4M with contingent upside if a $9 merger closes; substantial voting control remains concentrated.

The transaction realizes immediate cash proceeds of $26.4 million for the Reporting Person and preserves a contingent upside tied to a specified merger price, creating a partial synthetic participation in future merger consideration. The filing indicates the Reporting Person still holds material economic exposure via 4,367,615 Class A shares post-transaction. From a capital-markets perspective, the private sale at $6.00 versus a $9.00 merger price highlights a potential arbitrage-style payment that depends on the Merger closing within 12 months.

Corporate Governance Expert

TL;DR: Insider sale reduces Class B holdings but the Voting Group retains concentrated control exceeding 90% of voting power.

The filing confirms the existence of a Voting Group that holds all Class B shares and, when voting together, controls over 90% of combined voting power. That concentration means shareholder approval actions remain effectively controlled despite the reported sale. The disclosure that parties to the Merger-related arrangements could be deemed a "group" is notable for governance transparency and potential regulatory or analytical scrutiny regarding coordinated voting and control.

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
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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.

515 W. 20TH STREET

(Street)

NEW YORK NY 10011

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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)	08/15/2025		S(2)(3)			4,400,000	(1)	(1)	Class A Common Stock	4,400,000	$6(2)(3)	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. These 4.4 million shares of Class B common stock ("Subject Shares") were sold 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, between the Reporting Person and Ronald Burkle, each of whom is a permitted holder of Class B common stock. In addition to the payment of the Sale Price, Mr. Burkle 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, Mr. Burkle will pay or transfer to the Reporting Person 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 Sale Price (the "Additional Payment").

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

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.

	/s/ Benedict Nwaeke, attorney-in-fact for Nick Jones	08/18/2025
	** 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.
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FAQ

What did Nick Jones sell in the Form 4 for SHCO?

He sold 4,400,000 shares of Class B common stock in a private transaction on 08/15/2025 for $6.00 per share.

How much cash did the insider sale generate for Nick Jones?

$26,400,000 in aggregate sale proceeds (4,400,000 shares at $6.00 per share).

Is there any additional payment tied to the sale in the Form 4?

Yes. If the disclosed Merger at $9.00 per share is consummated within 12 months, Ronald Burkle will pay 50% of the per-share difference above $6.00, equal to $6,600,000 in aggregate based on the $9.00 merger price.

How many shares does Nick Jones beneficially own after the transaction?

4,367,615 shares of Class A common stock are reported as beneficially owned following the sale.

Does the filing disclose any voting arrangements?

Yes. The filing states that Jones and other parties form a Voting Group that holds all issued Class B shares and together control over 90% of combined voting power.