Soho House & Co Inc.
31.40%
13,859,953
1846510
586001109
Jan 28, 2026
Feb 2, 2026, 06:15 PM
Reporting Persons (11)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| The Goldman Sachs Group, Inc. | Holding Company | 31.40% | 13,859,953 | 0 | 13,859,953 |
| Goldman Sachs Asset Management, L.P. | Partnership | 29.10% | 12,842,047 | 0 | 12,842,047 |
| WSSS Investments W, LLC | Other | 14.20% | 6,243,946 | 0 | 6,243,946 |
| West Street Strategic Solutions Fund I, L.P. | Partnership | 11.50% | 5,072,084 | 0 | 5,072,084 |
| Goldman Sachs & Co. LLC | Other | 2.30% | 1,017,906 | 0 | 1,017,906 |
| Broad Street Principal Investments, L.L.C. | Other | 2.30% | 1,017,906 | 0 | 1,017,906 |
| West Street Strategic Solutions Fund I-(C), L.P. | Partnership | 1.10% | 498,377 | 0 | 498,377 |
| WSSS Investments I, LLC | Other | 0.60% | 264,319 | 0 | 264,319 |
| WSSS Investments U, LLC | Other | 0.60% | 282,532 | 0 | 282,532 |
| West Street CT Private Credit Partnership, L.P. | Partnership | 0.60% | 245,645 | 0 | 245,645 |
| WSSS Investments X, LLC | Other | 0.50% | 235,144 | 0 | 235,144 |
Disclosure Items (6)
Class A common stock, par value $0.01 per share
Soho House & Co Inc.
180 Strand, London, X0, WC2R 1EA
Item 2 of Schedule 13D is hereby supplemented as follows: This Amendment No. 4 is being filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the following persons (collectively, the "Reporting Persons"): 1. The Goldman Sachs Group, Inc., a Delaware corporation ("Goldman Sachs"); 2. Goldman Sachs & Co. LLC, a New York limited liability company ("GS&Co."); 3. Broad Street Principal Investments, L.L.C., a Delaware limited liability company ("BSPI"); 4. Goldman Sachs Asset Management, L.P., a Delaware limited partnership ("GSAM LP"); 5. West Street Strategic Solutions Fund I, L.P., a Delaware limited partnership ("West Street Fund I"); 6. West Street Strategic Solutions Fund I-(C), L.P., a Delaware limited partnership ("West Street Fund I-(C)"); 7. WSSS Investments W, LLC, a Delaware limited liability company ("WSSS Fund W"); 8. WSSS Investments X, LLC, a Delaware limited liability company ("WSSS Fund X"); 9. WSSS Investments I, LLC, a Delaware limited liability company ("WSSS Fund I"); 10. WSSS Investments U, LLC, a Delaware limited liability company ("WSSS Fund U"); and 11. West Street CT Private Credit Partnership, L.P., a Delaware limited partnership ("West Street CT PCP," and together with West Street Fund I, West Street Fund I-(C), WSSS Fund W, WSSS Fund X, WSSS Fund I and WSSS Fund U, the "GS Funds"). Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a "person" for any purpose other than for compliance with Section 13(d) of the Exchange Act.
Item 5(a) of Schedule 13D is hereby supplemented as follows: The information set forth in Exhibit 99.6 of this Amendment No. 4 is hereby incorporated herein by reference.
Item 5(b) of Schedule 13D is hereby supplemented as follows: The information set forth in Item 5(a) of this Amendment No. 4 is hereby incorporated herein by reference.
Item 5(c) of Schedule 13D is hereby supplemented as follows: No transactions in the Class A Common Stock were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any of the persons listed in Schedule I, Schedule II-A or Schedule II-B in Exhibit 99.3 to Amendment No. 3, from and including January 16, 2026, through and including the date preceding the filing date of this Amendment No. 4, except as disclosed in Item 4, Schedule IV in Exhibit 99.5 hereof, and Exhibit 99.6 hereof.
Item 6 of Schedule 13D is hereby supplemented as follows: The information set forth in Item 4 of this Amendment No. 4 is hereby incorporated herein by reference. The descriptions of the GS Rollover Letter, Merger Agreement, and Voting Agreement set forth in Item 4 hereof and this Item 6 are not intended to be complete and are qualified in their entirety by reference to such documents, which are included as Exhibit 9 hereto, Exhibit 4 to Amendment No. 2, and Exhibit 10 hereto, respectively, and incorporated by reference herein. Except as otherwise set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer. The foregoing descriptions and exhibits have been included pursuant to the requirements of Schedule 13D. The documents contain representations and warranties made by and to the parties thereto as of specific dates. The representations and warranties of each party set forth in the documents have been made solely for the benefit of the other party to such document. In addition, such representations and warranties: may have been qualified by confidential disclosures made to the other party in connection with such document; may be subject to a materiality standard which may differ from what may be viewed as material by investors; were made only as of the date of such document or such other date as is specified therein; may have been included in such document for the purpose of allocating risk between or among the parties thereto rather than establishing matters as facts. Accordingly, these documents are included herewith only pursuant to the requirements of Schedule 13D and not to provide investors or other persons with any other factual information regarding the parties or their respective businesses.
Item 7 of Schedule 13D is hereby supplemented as follows: Exhibit No. Description 9 Letter Agreement dated as of January 29, 2026, by and between Soho House & Co. Inc. and the GS Entities 10 Voting Agreement dated as of January 29, 2026, among Soho House & Co. Inc. and the stockholders party thereto (incorporated by reference to Exhibit 16(d)(xi) to Amendment No. 2 to Schedule 13E-3filed with the SEC on January 29, 2026, by Soho House & Co. Inc. and certain other filing persons) 99.5 Schedule IV 99.6 Item 5(a)