Soho House & Co Inc.
6.00%
11,111,111
1846510
586001109
Jan 28, 2026
Feb 3, 2026, 09:11 AM
Reporting Persons (4)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Morse Richard Tyler | Individual | 6.00% | 11,111,111 | 0 | 11,111,111 |
| M4 Soho House Holdings LP | Partnership | 3.30% | 6,111,112 | 0 | 6,111,112 |
| DR Soho House Holdings LLC | Other | 1.50% | 2,777,777 | 2,777,777 | 2,777,777 |
| MCR Soho House Holdings LLC | Other | 1.20% | 2,222,222 | 0 | 2,222,222 |
Disclosure Items (7)
Class A Common Stock, $0.01 par value per share
Soho House & Co Inc.
One World Trade Center, New York, NY, 10007
Pursuant to Rule 13d-1(k)(1), the Current Filing is being filed jointly by the following persons: Richard Tyler Morse M4 Soho House Holdings LP MCR Soho House Holdings LLC DR Soho House Holdings LLC
The principal business address of each of Mr. Morse, M4 and MCR Soho is One World Trade Center, Floor 86, New York, NY 10007. The principal business address of DR Soho is 6628 Mower Place, San Diego, CA 92130.
MCR Soho is principally engaged in investing in securities for the benefit of Richard Tyler Morse or a member of his immediate family. DR Soho is principally engaged in investing in securities. M4 is principally engaged in investing in securities. Mr. Morse, a U.S. citizen principally engaged in investing and managing businesses, is the sole owner of an entity that is both the non-member manager of DR Soho and the sole member of MCR Soho House Holdings LLC and is a controlling person over the fund that serves as the sole limited partner of M4.
Not applicable.
M4 is a Delaware limited partnership. MCR Soho is a Delaware limited liability company. DR Soho is a Delaware limited liability company. Mr. Morse is a U.S. citizen.
On January 29, 2026, Soho House & Co Inc. sold 5,555,555 shares of Class A Common Stock to M4 for consideration of $50,000,000.00, 2,777,778 shares of Class A Common Stock to DR Soho House Holdings LLC and 2,777,777 shares of Class A Common Stock to MCR Soho House Holdings LLC, each in exchange for consideration of $25,000,000, each amount of consideration paid in cash. M4's consideration was sourced pursuant to calling a capital commitment in the amount committed. Both MCR Soho and DR Soho's consideration was sourced from equity from investors. Such purchase was pursuant to Equity Commitment Letters between Soho House & Co Inc. and each party, pursuant to which each party obtains its respective amount of Class A Common Stock and certain rights related thereto in exchange for the agreed consideration, which such letters were fully performed as of the closing of the transaction on January 29, 2026.
The information contained in rows 11 and 13 on the cover pages of this Schedule 13D is incorporated herein by reference. The parties to the Voting Agreement collectively own 100% of outstanding shares.
The information contained in rows 7 through 10 on the cover pages of this Schedule 13D is incorporated herein by reference. The parties to the Voting Agreement collectively own 100% of outstanding shares.
Mr. Morse redeemed 10,000 shares of Class A Common Stock of the Issuer previously held in his capacity as an individual in connection with the broader transaction on January 29, 2026, for a price of $9.00 per share.
Other than Richard Tyler Morse or members of his immediate family, in respect of Common Stock held by MCR Soho, and the limited partners of each of M4 Soho and DR Soho in respect of Common Stock respectively held by M4 Soho and DR Soho, no person is entitled to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock disclosed herein.
Not applicable.
On January 29, 2026, the M4, MCR Soho and DR Soho entered into a Voting Agreement with respect to the Class A Common Stock disclosed herein as beneficially owned by Mr. Morse, as described in the foregoing Item 4. The description of the Voting Agreement contained herein is qualified by reference to the complete text of that agreement, as disclosed as Exhibit 99.2 hereto.
99.1 - Joint Filing Agreement made as of January 30, 2026 by Richard Tyler Morse, M4 Soho House Holdings LP, MCR Soho House Holdings LLC and DR Soho House Holdings LLC. 99.2 - Voting Agreement, dated as of January 29, 2026 of Soho House & Co Inc.