Jones Nick 4

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.