Jones Nick 4
4 · Soho House & Co Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Soho House (SHCO) Founder Nick Jones Sells 4.4M Shares
What Happened
Nick Jones, a founder of Soho House & Co. Inc., reported a disposition of 4,400,000 shares of the issuer's Class B common stock on Jan 29, 2026. The shares were sold in a previously disclosed private transaction to Ronald Burkle at a base price of $6.00 per share (aggregate $26,400,000). Per the purchase agreement, Mr. Burkle agreed to pay an additional $1.50 per share (aggregate $6,600,000) by Dec 31, 2026, representing 50% of the $3.00 difference between the $9.00 per-share cash merger consideration and the $6.00 sale price — bringing potential total consideration to $33,000,000.
Key Details
- Transaction date: 2026-01-29; Form 4 filed 2026-02-02 (timely within required filing window).
- Transaction type/code: "Other acquisition or disposition" (code J); reported as a derivative disposition of Class B common stock.
- Shares disposed: 4,400,000 Class B shares. Base sale price: $6.00/share (aggregate $26.4M). Contingent additional payment: $1.50/share by Dec 31, 2026 (aggregate $6.6M).
- Conversion/transfer note: Class B shares convert one-for-one into Class A shares on notice or automatically upon transfer to a non-permitted holder.
- Post-transaction holdings: The Form 4 does not specify Jones’s remaining individual holdings.
- Group/voting note: Jones is part of a Voting Group (including Richard Caring, Ronald Burkle and Yucaipa) that holds all issued Class B stock and controls >90% of combined voting power; the filing notes these parties may be deemed a “group” in connection with the merger-related arrangements.
Context
This was a private-sale-related disposition tied to the merger consummated Jan 29, 2026 and a separate purchase agreement with Mr. Burkle. The filing reports a derivative disposition of Class B shares that have convertible rights into Class A shares; the contingent $1.50/sh payment is payable later this year. The disclosure is factual and routine for a private transfer tied to a merger — it does not by itself indicate management intent beyond the documented sale terms.
Insider Transaction Report
- Other
Class B Common Stock
[F1][F2]2026-01-29−4,400,000→ 4,367,615 total→ Class A Common Stock (4,400,000 underlying)
Footnotes (2)
- [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]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.