Soho House & Co Inc.
52.20%
96,194,440
1846510
586001109
Jan 28, 2026
Feb 2, 2026, 04:15 PM
Reporting Persons (9)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| BURKLE RONALD W | Individual | 52.20% | 96,194,440 | 200,000 | 95,994,440 |
| YUCAIPA AMERICAN ALLIANCE FUND II LP | Partnership | 25.40% | 46,899,423 | 0 | 46,899,423 |
| Caring Richard | Individual | 21.60% | 39,845,438 | 39,845,438 | 0 |
| YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II LP | Partnership | 16.80% | 30,897,218 | 0 | 30,897,218 |
| Global Joint Venture Investment Partners LP | Partnership | 5.90% | 10,871,215 | 0 | 10,871,215 |
| OA3, LLC | Other | 3.20% | 5,849,496 | 0 | 5,849,496 |
| Jones Nick | Individual | 3.10% | 5,642,171 | 5,642,171 | 0 |
| Yucaipa American Alliance III, L.P. | Partnership | 0.60% | 1,123,325 | 0 | 1,123,325 |
| Yucaipa Soho Works, Inc. | CO | 0.20% | 353,763 | 0 | 353,763 |
Disclosure Items (5)
Class A Common Stock, par value $0.01 per share
Soho House & Co Inc.
180 Strand, London, X0, WC2R 1EA
Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows: As of the date hereof, the Voting Group may be deemed to beneficially own 141,682,049 shares of Class A Common Stock. This amount consists of: (i) 1,274,556 shares of Class A Common Stock held directly by Mr. Jones; (ii) 4,367,615 shares of Class B Common Stock held directly by Mr. Jones; (iii) 39,845,438 shares of Class B Common Stock held directly by Mr. Caring; (iv) 200,000 shares of Class A Common Stock held directly by Mr. Burkle; (v) 30,897,218 shares of Class B Common Stock held directly by Parallel Fund; (vi) 46,899,423 shares of Class B Common Stock held directly held by Fund II; (vii) 1,123,325 shares of Class B Common Stock held directly by Alliance III; (viii) 353,763 shares of Class B Common Stock held directly held by Soho Fund; (ix) 10,871,215 shares of Class B Common stock held directly by Global JV; and (x) 5,849,496 shares of Class B Common Stock held directly by OA3. Each share of Class B common stock is convertible into one share of Class A Common Stock. As of the date hereof, the Voting Group may be deemed the beneficial owner of 76.9% of the shares of Class A Common Stock outstanding. This amount includes: (i) 3.1% beneficially owned by Mr. Jones; (ii) 21.6% beneficially owned by Mr. Caring; (iii) 52.2% beneficially owned by Mr. Burkle; (iv) 16.8% beneficially owned by Parallel Fund; (v) 25.4% beneficially owned by Fund II; (vi) 0.6% beneficially owned by Alliance III; (vii) 0.2% beneficially owned by Soho Fund; (viii) 5.9% beneficially owned by Global JV; and (ix) 3.2% beneficially owned by OA3. The Issuer has two classes of Company Common Stock: Class A Common Stock and Class B Common Stock. Each share of Class A Common Stock is entitled to one vote per share, and each share of Class B Common Stock is entitled to ten votes per share. Accordingly, the Voting Group's percentage ownership of the aggregate shares of Class A Common Stock and shares of Class B Common Stock outstanding is approximately 76.9%, and its aggregate voting power represents approximately 97.1% of the voting power of the Issuer. The foregoing percentages are calculated based on the sum of (i) 44,106,860 shares of Class A Common Stock outstanding following the Closing, as provided by the Issuer, and (ii) 140,207,493 shares of Class B Common Stock held by the Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
The information contained in rows 7, 8, 9 and 10 on the cover page of this Amendment No. 2 is incorporated herein by reference in its entirety.
The response to Item 4 is incorporated by reference herein. Except as set forth therein, the Reporting Persons have not effected transactions in shares of Company Common Stock since the filing of Amendment No. 1 on January 16, 2026.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 2 is incorporated herein by reference.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 12 - Voting Agreement, dated as of January 29, 2026, by and between Soho House & Co Inc. and its post-Closing stockholders (incorporated by reference to Exhibit 16(d)(xi) to the Issuer's transaction statement on Schedule 13E-3 filed with the SEC on January 29, 2026) Exhibit 13 - Richard Caring Rollover Side Letter No. 2, dated as of January 29, 2026 Exhibit 14 - Amendment No. 2 to Letter Agreement, with effect as of January 6, 2026, by and among Ronald W. Burkle, OA3, LLC, and Nick Jones