BURKLE RONALD W 4
4 · Soho House & Co Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Soho House (SHCO) 10% Owner Ronald Burkle Acquires 4.4M Shares
What Happened
- Ronald W. Burkle (reported as a 10% owner) is reported to have acquired 4,400,000 shares of Class B common stock in connection with the consummation of the issuer's merger on January 29, 2026. The underlying purchase was priced at $6.00 per share (aggregate $26,400,000) under a private purchase agreement, and Burkle agreed to pay an additional $1.50 per share (aggregate $6,600,000) by December 31, 2026 — bringing the total economic obligation to $33,000,000. The Form 4 shows the Purchased Shares recorded in the account of OA3, LLC (direct owner).
Key Details
- Transaction date: January 29, 2026 (reported on Form 4 filed February 2, 2026).
- Price and consideration: $6.00/share paid to seller (Nick Jones) plus a contingent $1.50/share payment due by December 31, 2026; total economic amount = $33.0M.
- Shares acquired: 4,400,000 Class B common shares (reported as an "other acquisition" — Code J).
- Direct owner after transaction: OA3, LLC (Burkle assigned the Purchased Shares to OA3, LLC prior to settlement).
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Convertible shares: Class B shares convert 1-for-1 into Class A shares on notice or automatically upon transfer to non-permitted holders.
- Beneficial ownership/disclaimer: Burkle is a controlling partner of affiliates (The Yucaipa Companies, Global JV partner, OA3, LLC) and disclaims beneficial ownership except to the extent of his pecuniary interest.
- Voting arrangement: Burkle and other principal holders (including Nick Jones, Richard Caring, Yucaipa) agreed to vote together as a Voting Group that controls >90% of combined voting power while they hold the requisite shares.
- Filing timeliness: Form 4 filed Feb 2, 2026 reporting the Jan 29 transaction; the filing shows no late-filing flag in the provided excerpt.
Context
- This is a private purchase of Class B stock tied to the merger consideration and not an options exercise or gift. Class B shares carry conversion rights (1-for-1 to Class A), so economic exposure can convert into publicly tradable Class A shares under the stated conditions.
- As a reported 10% owner and member of a coordinated Voting Group, these holdings reflect major shareholder/institutional activity rather than routine executive trading; such transactions can affect control and voting outcomes but are not a direct signal of short-term market timing.
Insider Transaction Report
Form 4
BURKLE RONALD W
Director10% OwnerOther
Transactions
- Other
Class B Common Stock
[F1][F2][F3][F6]2026-01-29+4,400,000→ 5,849,496 total(indirect: By LLC)→ Class A Common Stock (4,400,000 underlying)
Holdings
- 30,897,218(indirect: By Yucaipa American Alliance (Parallel) Fund II, L.P.)
Class B Common Stock
[F1][F4]→ Class A Common Stock (30,897,218 underlying) - 46,899,423(indirect: By Yucaipa American Alliance Fund II, L.P.)
Class B Common Stock
[F1][F4]→ Class A Common Stock (46,899,423 underlying) - 1,123,325(indirect: By Yucaipa American Alliance III, L.P.)
Class B Common Stock
[F1][F4]→ Class A Common Stock (1,123,325 underlying) - 353,763(indirect: By Yucaipa Soho Works, Inc.)
Class B Common Stock
[F1][F4]→ Class A Common Stock (353,763 underlying) - 10,871,215(indirect: By Partnership)
Class B Common Stock
[F1][F5]→ Class A Common Stock (10,871,215 underlying)
Footnotes (6)
- [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 purchase 4,400,000 shares of Class B common stock (the "Purchased Shares") from Nick Jones 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, as amended on December 2, 2025 and January 6, 2026, between the Reporting Person and Mr. Jones (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, the Reporting Person agreed to pay or transfer to Mr. Jones 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 Purchase Price, or an aggregate $6,600,000, by December 31, 2026.
- [F3]Prior to settlement of the transaction pursuant to the terms of the Purchase Agreement, the Reporting Person assigned the Purchased Shares to the account of OA3, LLC. Accordingly, this Form 4 reflects OA3, LLC as the direct owner of the Purchased Shares.
- [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.
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle|2026-02-02