13D Filings
Soho House & Co Inc.
SHCO
Amendment
Ownership

49.20%

Total Shares

96,194,440

Issuer CIK

1846510

CUSIP

586001109

Event Date

Jan 13, 2026

Accepted

Jan 16, 2026, 05:07 PM

Reporting Persons (9)
NameType% of ClassAggregateSole VotingShared Voting
BURKLE RONALD W
Individual
49.20%96,194,4404,600,00091,594,440
YUCAIPA AMERICAN ALLIANCE FUND II LP
Partnership
24.00%46,899,423046,899,423
Caring Richard
Individual
21.20%41,512,10441,512,1040
YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II LP
Partnership
15.80%30,897,218030,897,218
Global Joint Venture Investment Partners LP
Partnership
5.60%10,871,215010,871,215
Jones Nick
Individual
2.90%5,642,1715,642,1710
OA3, LLC
Other
0.70%1,449,49601,449,496
Yucaipa American Alliance III, L.P.
Partnership
0.60%1,123,32501,123,325
Yucaipa Soho Works, Inc.
CO
0.20%353,7630353,763
Disclosure Items (4)

Security Title

Class A Common Stock, par value $0.01 per share

Issuer Name

Soho House & Co Inc.

Issuer Address

180 Strand, London, X0, WC2R 1EA

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Rollover Agreement Amendment On January 14, 2026, the Issuer entered into amendments to its existing Rollover and Support Agreements with certain stockholders of the Issuer, including Mr. Caring. Pursuant to the amendment to the Rollover and Support Agreement entered into by Mr. Caring (the "Rollover Agreement Amendment"), an additional 37,377 shares of Class A Common Stock and 4,113,833 shares of Class B Common Stock held by Mr. Caring are designated as "Rollover Shares" for purposes of the Merger Agreement and will remain outstanding immediately following the consummation of the Merger. The foregoing description of the Rollover Agreement Amendment does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Rollover Agreement Amendment, which is attached as an exhibit hereto and is incorporated by reference herein. Letter Agreement Amendment In addition, as disclosed in the Issuer's definitive proxy statement on Form DEFM14A filed with the SEC on December 11, 2025, Mr. Burkle and Mr. Jones entered into an amendment to the Letter Agreement on December 2, 2025 (the "Letter Agreement Amendment"), pursuant to which the parties revised the payment and settlement mechanics for the transactions contemplated by the Letter Agreement. The transaction contemplated by the Letter Agreement, as amended by the Letter Agreement Amendment, has not yet closed.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 10 - Amendment to Rollover Agreement, dated as of January 14, 2026, by and between Soho House & Co Inc., EH Parent LLC and Richard Caring Exhibit 11 - Amendment to Letter Agreement, dated as of December 2, 2025, by and between Ronald W. Burkle and Nick Jones (incorporated by reference to Annex I to the Issuer's definitive proxy statement on Form DEFM14A filed with the SEC on December 11, 2025)

Soho House & Co Inc. — Schedule 13D | 13D Filings