Ronald W. Burkle - Aug 15, 2025 Form 4 Insider Report for Soho House & Co Inc. (SHCO)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle
Stock symbol
SHCO
Transactions as of
Aug 15, 2025
Transactions value $
$26,400,000
Form type
4
Date filed
8/18/2025, 06:44 AM
Previous filing
Aug 10, 2022
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
BURKLE RONALD W Director, Other*, 10%+ Owner C/O SOHO HOUSE & CO INC., 515 W. 20TH STREET, NEW YORK /s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle 2025-08-18 0001015899

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHCO Class B Common Stock Purchase $26.4M +4.4M $6.00 4.4M Aug 15, 2025 Class A Common Stock 4.4M Direct F1, F2, F3
holding SHCO Class B Common Stock 30.9M Aug 15, 2025 Class A Common Stock 30.9M By Yucaipa American Alliance (Parallel) Fund II, L.P. F1, F4
holding SHCO Class B Common Stock 46.9M Aug 15, 2025 Class A Common Stock 46.9M By Yucaipa American Alliance Fund II, L.P. F1, F4
holding SHCO Class B Common Stock 1.12M Aug 15, 2025 Class A Common Stock 1.12M By Yucaipa American Alliance III, L.P. F1, F4
holding SHCO Class B Common Stock 354K Aug 15, 2025 Class A Common Stock 354K By Yucaipa Soho Works, Inc. F1, F4
holding SHCO Class B Common Stock 10.9M Aug 15, 2025 Class A Common Stock 10.9M By Global Joint Ventures Investment Partnership F1, F5
holding SHCO Class B Common Stock 1.45M Aug 15, 2025 Class A Common Stock 5M By OA3, LLC F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
F2 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").
F3 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.
F4 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.
F5 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.
F6 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.