Amendment: SEC Form SCHEDULE 13D/A filed by Soho House & Co Inc.
$SHCO
Hotels/Resorts
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Soho House & Co Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
586001109 (CUSIP Number) |
Ronald Wayne Burkle c/o The Yucaipa Companies, 9130 West Sunset Boulevard Los Angeles, CA, 90069 310 789-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/14/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 586001109 |
| 1 |
Name of reporting person
Jones Nick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,642,171.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Sole voting and dispositive power includes (i) 1,274,556 shares of Class A Common Stock (as defined herein) directly held by the reporting person and (ii) 4,367,615 shares of Class B Common Stock (as defined herein), which are convertible one-for-one into shares of Class A Common Stock. Sole voting and dispositive power excludes 4,400,000 shares of Class B Common Stock that Mr. Jones agreed to sell to Mr. Burkle, in a private transaction pursuant to the Letter Agreement, as amended, which has not yet closed.
(2) Percent of class is calculated based on the sum of (i) 54,149,151 shares of Class A Common Stock outstanding as of December 1, 2025, as reported in the definitive proxy statement on Form DEFM14A filed by the Issuer on December 11, 2025, and (ii) 141,500,385 shares of Class B Common Stock held by the Voting Group (as defined herein), 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.
SCHEDULE 13D
|
| CUSIP No. | 586001109 |
| 1 |
Name of reporting person
Caring Richard | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,512,104.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Sole voting and dispositive power includes (i) 373,774 shares of Class A Common Stock directly held by the reporting person and (ii) 41,138,330 shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.
(2) Percent of class is calculated based on the sum of (i) 54,149,151 shares of Class A Common Stock outstanding as of December 1, 2025, as reported in the definitive proxy statement on Form DEFM14A filed by the Issuer on December 11, 2025, and (ii) 141,500,385 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.
SCHEDULE 13D
|
| CUSIP No. | 586001109 |
| 1 |
Name of reporting person
BURKLE RONALD W | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
96,194,440.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(1) Sole voting and dispositive power includes 4,400,000 shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock, that Mr. Burkle agreed to buy from Mr. Jones, in a private transaction pursuant to the Letter Agreement, as amended, which has not yet closed. Shared voting and dispositive power includes 91,594,440 shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.
(2) Percent of class is calculated based on the sum of (i) 54,149,151 shares of Class A Common Stock outstanding as of December 1, 2025, as reported in the definitive proxy statement on Form DEFM14A filed by the Issuer on December 11, 2025, and (ii) 141,500,385 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.
SCHEDULE 13D
|
| CUSIP No. | 586001109 |
| 1 |
Name of reporting person
YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,897,218.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power consists of shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.
(2) Percent of class is calculated based on the sum of (i) 54,149,151 shares of Class A Common Stock outstanding as of December 1, 2025, as reported in the definitive proxy statement on Form DEFM14A filed by the Issuer on December 11, 2025, and (ii) 141,500,385 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.
SCHEDULE 13D
|
| CUSIP No. | 586001109 |
| 1 |
Name of reporting person
YUCAIPA AMERICAN ALLIANCE FUND II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
46,899,423.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power consists of shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.
(2) Percent of class is calculated based on the sum of (i) 54,149,151 shares of Class A Common Stock outstanding as of December 1, 2025, as reported in the definitive proxy statement on Form DEFM14A filed by the Issuer on December 11, 2025, and (ii) 141,500,385 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.
SCHEDULE 13D
|
| CUSIP No. | 586001109 |
| 1 |
Name of reporting person
Yucaipa American Alliance III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,123,325.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power consists of shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.
(2) Percent of class is calculated based on the sum of (i) 54,149,151 shares of Class A Common Stock outstanding as of December 1, 2025, as reported in the definitive proxy statement on Form DEFM14A filed by the Issuer on December 11, 2025, and (ii) 141,500,385 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.
SCHEDULE 13D
|
| CUSIP No. | 586001109 |
| 1 |
Name of reporting person
Yucaipa Soho Works, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
353,763.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power consists of shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.
(2) Percent of class is calculated based on the sum of (i) 54,149,151 shares of Class A Common Stock outstanding as of December 1, 2025, as reported in the definitive proxy statement on Form DEFM14A filed by the Issuer on December 11, 2025, and (ii) 141,500,385 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.
SCHEDULE 13D
|
| CUSIP No. | 586001109 |
| 1 |
Name of reporting person
Global Joint Venture Investment Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,871,215.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power consists of shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.
(2) Percent of class is calculated based on the sum of (i) 54,149,151 shares of Class A Common Stock outstanding as of December 1, 2025, as reported in the definitive proxy statement on Form DEFM14A filed by the Issuer on December 11, 2025, and (ii) 141,500,385 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.
SCHEDULE 13D
|
| CUSIP No. | 586001109 |
| 1 |
Name of reporting person
OA3, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,449,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power consists of shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.
(2) Percent of class is calculated based on the sum of (i) 54,149,151 shares of Class A Common Stock outstanding as of December 1, 2025, as reported in the definitive proxy statement on Form DEFM14A filed by the Issuer on December 11, 2025, and (ii) 141,500,385 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.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Soho House & Co Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
180 Strand, London,
UNITED KINGDOM
, WC2R 1EA. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed by the undersigned, pursuant to section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on August 18, 2025 (together with this Amendment No. 1, the "Schedule 13D"), with respect to the Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of Soho House & Co Inc., a Delaware corporation (the "Issuer" or the "Company"), whose principal executive offices are located at 180 Strand, London, United Kingdom WC2R 1EA. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
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. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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. | Material to be Filed as Exhibits. | |
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) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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