Soho House & Co Inc. investors filed Amendment No. 1 to a Schedule 13D covering its Class A common stock. The filing updates how a shareholder group, including founder Nick Jones, Richard Caring, Ronald W. Burkle and affiliated Yucaipa entities, beneficially own and control shares through Class A and convertible Class B stock. Nick Jones reports 5,642,171 shares, or 2.9% of the class, Richard Caring reports 41,512,104 shares, or 21.2%, and Ronald W. Burkle reports 96,194,440 shares, or 49.2%.
The amendment also describes a Rollover Agreement Amendment under which an additional 37,377 Class A shares and 4,113,833 Class B shares held by Mr. Caring are designated as rollover shares that will remain outstanding after a planned merger. It further notes a Letter Agreement Amendment between Mr. Burkle and Mr. Jones that revises payment and settlement mechanics for a private share transaction, which has not yet closed.
Positive
None.
Negative
None.
Insights
Amended 13D details concentrated control and revised rollover terms around a pending merger.
The filing shows that key investors hold large stakes in Soho House & Co Inc. through Class A and convertible Class B shares. Nick Jones reports beneficial ownership of 5,642,171 shares, or 2.9% of the relevant class. Richard Caring reports 41,512,104 shares, or 21.2%, while Ronald W. Burkle reports 96,194,440 shares, or 49.2%, reflecting substantial influence over shareholder decisions.
The amendment explains that an extra 37,377 Class A shares and 4,113,833 Class B shares held by Mr. Caring are now designated as rollover shares under a Rollover Agreement Amendment and will remain outstanding immediately following consummation of a merger. It also notes a Letter Agreement Amendment between Mr. Burkle and Mr. Jones that revises payment and settlement mechanics for a private transfer of 4,400,000 Class B shares, which has not yet closed. Future company disclosures tied to this merger and these agreements will further clarify the post-transaction ownership structure.
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:
7
Sole Voting Power
5,642,171.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
5,642,171.00
10
Shared Dispositive Power
0.00
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:
7
Sole Voting Power
41,512,104.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
41,512,104.00
10
Shared Dispositive Power
0.00
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:
7
Sole Voting Power
4,600,000.00
8
Shared Voting Power
91,594,440.00
9
Sole Dispositive Power
4,600,000.00
10
Shared Dispositive Power
91,594,440.00
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:
7
Sole Voting Power
0.00
8
Shared Voting Power
30,897,218.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
30,897,218.00
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:
7
Sole Voting Power
0.00
8
Shared Voting Power
46,899,423.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
46,899,423.00
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:
7
Sole Voting Power
0.00
8
Shared Voting Power
1,123,325.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
1,123,325.00
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:
7
Sole Voting Power
0.00
8
Shared Voting Power
353,763.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
353,763.00
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:
7
Sole Voting Power
0.00
8
Shared Voting Power
10,871,215.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
10,871,215.00
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:
7
Sole Voting Power
0.00
8
Shared Voting Power
1,449,496.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
1,449,496.00
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.
What does the Soho House (SHCO) Schedule 13D/A Amendment No. 1 report?
It updates the Schedule 13D for Soho House & Co Inc. Class A common stock, detailing the beneficial ownership and control of shares by Nick Jones, Richard Caring, Ronald W. Burkle and several related investment entities, and describing amendments to a rollover agreement and a private share transfer letter agreement.
How many Soho House shares does Nick Jones report in this 13D/A amendment?
Nick Jones reports beneficial ownership of 5,642,171 shares, representing 2.9% of the relevant class. This includes 1,274,556 Class A shares he holds directly and 4,367,615 Class B shares that are convertible one-for-one into Class A shares, excluding 4,400,000 Class B shares he agreed to sell that have not yet closed.
What is Richard Caring’s ownership in Soho House according to the amended 13D?
Richard Caring reports beneficial ownership of 41,512,104 shares, or 21.2% of the relevant class. This consists of 373,774 Class A shares he holds directly and 41,138,330 Class B shares that are convertible one-for-one into Class A shares.
How much of Soho House does Ronald W. Burkle report controlling in this filing?
Ronald W. Burkle reports beneficial ownership of 96,194,440 shares, equal to 49.2% of the relevant class. This includes 4,600,000 shares under sole voting and dispositive power, including 4,400,000 Class B shares he agreed to buy from Nick Jones in a private transaction that has not yet closed, and 91,594,440 Class B shares under shared voting and dispositive power.
What is the Rollover Agreement Amendment described for Soho House (SHCO)?
The Rollover Agreement Amendment, entered into on January 14, 2026, designates an additional 37,377 Class A shares and 4,113,833 Class B shares held by Richard Caring as Rollover Shares for purposes of a merger agreement. These rollover shares will remain outstanding immediately following consummation of the merger.
What is the Letter Agreement Amendment between Ronald Burkle and Nick Jones?
As disclosed, Ronald W. Burkle and Nick Jones entered into a Letter Agreement Amendment on December 2, 2025, revising the payment and settlement mechanics for a private transaction involving 4,400,000 Class B shares under a prior letter agreement. The transaction contemplated by that letter agreement, as amended, has not yet closed.
How are the Soho House ownership percentages in this 13D/A calculated?
Each reporting person’s percentage is calculated from the sum of 54,149,151 Class A shares outstanding as of December 1, 2025, plus 141,500,385 Class B shares held by a voting group. The Class B shares are convertible one-for-one into Class A and are added to the Class A total pursuant to Rule 13d-3(d)(1)(i).
