[Form 4] Soho House & Co Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ronald W. Burkle purchased 4,400,000 Class B common shares of Soho House & Co Inc. (SHCO) on 08/15/2025 at $6.00 per share in a private transaction for $26,400,000. Those Class B shares are convertible one-for-one into Class A shares and, if transferred to a non-permitted holder, automatically convert into Class A shares. The filing discloses a contingent obligation: if the merger described in the Merger Agreement (which sets a $9.00 per share cash consideration) closes within 12 months, Mr. Burkle must pay or transfer to the seller 50% of the per-share difference above his $6.00 purchase price, equal to $6,600,000 based on the $9.00 merger price. The filing also lists substantial indirect Class A holdings controlled by entities affiliated with Mr. Burkle and notes the Voting Group controls over 90% of combined voting power when voting together.

Positive

• Insider purchase of 4,400,000 Class B shares at $6.00 per share, indicating increased insider economic exposure.
• Class B shares convertible one-for-one into Class A shares, preserving election flexibility and potential liquidity.
• Voting Group controls over 90% of combined voting power when voting together, providing decisive governance influence.

Negative

• Contingent Additional Payment obligation of $6,600,000 (50% of the $3.00 per-share uplift to $9.00) payable to the seller if the Merger closes within 12 months.
• Concentrated voting control by the Voting Group may limit influence of other shareholders.

Insights

Securities Analyst

TL;DR: Significant insider purchase of 4.4M Class B shares and a material contingent payout tied to a $9.00 per-share merger price.

The direct acquisition of 4,400,000 Class B shares at $6.00 per share represents a meaningful insider investment and aligns his economic exposure with the outcome of the announced Merger. The filing explicitly states a contingent contractual obligation to pay 50% of any per-share merger uplift relative to $6.00, quantified here as $6,600,000 based on the $9.00 merger price set in the Merger Agreement. The document also discloses large indirect holdings through affiliated vehicles, and a Voting Group arrangement that controls over 90% of the combined voting power, which has clear governance implications for minority holders.

Corporate Governance Expert

TL;DR: Insider purchase increases aligned ownership, while Voting Group arrangements concentrate control over corporate decisions.

The purchase increases Mr. Burkle's direct economic stake and, combined with disclosed indirect holdings, underscores concentrated control by the Voting Group that holds all Class B shares and controls over 90% of voting power when acting together. The filing includes standard disclaimers of beneficial ownership for entity-held shares but confirms voting arrangements among key holders. The contingent payment to the seller tied to the Merger is a contractual detail investors should note as it affects net economic benefit to the reporting person.

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

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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^*

BURKLE RONALD W

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Exec. Chairman; 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		P(2)(3)		4,400,000		(1)	(1)	Class A Common Stock	4,400,000	$6(2)(3)	4,400,000	D
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)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	5,000,000		1,449,496	I(6)	By OA3, LLC(6)

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 purchased 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, between the Reporting Person and Nick Jones, each of whom is a permitted holder of Class B common stock. In addition to the payment of the Purchase Price, the Reporting Person 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, the Reporting Person will pay or transfer to Mr. Jones 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 Purchase Price (the "Additional Payment").

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

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, 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 Ronald W. Burkle	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 Ronald W. Burkle report on the Form 4 for SHCO?

He reported purchasing 4,400,000 Class B common shares on 08/15/2025 at $6.00 per share for $26,400,000.

Is there any contingent payment related to the purchase in the SHCO Form 4?

Yes. If the Merger closes within 12 months at the $9.00 per-share price in the Merger Agreement, Mr. Burkle must pay the seller 50% of the per-share difference above $6.00, equal to $6,600,000 based on $9.00.

How many shares does the filing show Mr. Burkle indirectly controls through affiliated entities?

The filing lists multiple indirect holdings, including 30,897,218; 46,899,423; 1,123,325; 353,763; 10,871,215; and 1,449,496 Class A shares controlled via affiliated entities.

What voting power does the Voting Group hold according to the Form 4?

The Voting Group holds all issued and outstanding Class B common stock and controls over 90% of the combined voting power when voting together.

Are the Class B shares automatically convertible?

Class B shares convert one-for-one into Class A shares on notice; they also automatically convert into Class A shares upon transfer to a non-permitted holder.