Morse group gains full control of Soho House (SHCO) as shares deregister

Rhea-AI Filing Summary

Soho House & Co Inc. (SHCO) received a major cash equity investment tied to its go‑private merger. On January 29, 2026, it sold 5,555,555 Class A shares to M4 for $50,000,000, and 2,777,778 and 2,777,777 shares to DR Soho and MCR Soho for $25,000,000 each, all paid in cash.

Following these purchases and related agreements, investor Richard Tyler Morse is deemed to beneficially own 11,111,111 shares, or 6% of the Class A stock, through these entities. Parties to a Voting Agreement now collectively own 100% of outstanding shares, and Soho House has filed to terminate registration of its common stock, effectively ending its status as a publicly registered company. Morse also redeemed 10,000 individually held shares at $9.00 per share in connection with the broader transaction.

Positive

• None.

Negative

• Public registration terminated and control fully concentrated: Parties to the Voting Agreement now own 100% of Soho House’s outstanding shares, and the company has filed to terminate registration of its common stock, removing public-market liquidity and ongoing Exchange Act reporting for outside investors.

Insights

Equity capital & governance analyst

Soho House gets $100M equity, shifts to fully held, deregistered structure.

Soho House & Co Inc. raised $100,000,000 of new equity on January 29, 2026 by issuing Class A shares to M4, DR Soho, and MCR Soho under previously signed equity commitment letters tied to a merger agreement. This strengthens its balance sheet with fresh common equity capital.

The filing shows Richard Tyler Morse beneficially owning 11,111,111 shares, or 6% of the Class A stock, via controlled entities. A Voting Agreement among investors governs board composition, voting on governance matters, and preemptive rights, and applies while they remain shareholders.

Crucially, the parties to the Voting Agreement collectively hold 100% of outstanding shares, and Soho House has filed to terminate registration of the common stock under Section 12 of the Exchange Act. This ends public registration and materially reduces liquidity and transparency for former public shareholders, while consolidating control with the investor group.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Soho House & Co Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

586001109

(CUSIP Number)

Richard Tyler Morse
One World Trade Center, Floor 86
New York, NY, 10007
212-277-5602

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/29/2026

(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

Morse Richard Tyler

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)

OO

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 0.00
8	Shared Voting Power 11,111,111.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,111,111.00

11

Aggregate amount beneficially owned by each reporting person

11,111,111.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 586001109

1

Name of reporting person

M4 Soho House Holdings 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)

OO

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 6,111,112.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,111,112.00

11

Aggregate amount beneficially owned by each reporting person

6,111,112.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 586001109

1

Name of reporting person

MCR Soho House Holdings 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)

OO

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 2,222,222.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,222,222.00

11

Aggregate amount beneficially owned by each reporting person

2,222,222.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 586001109

1

Name of reporting person

DR Soho House Holdings 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)

OO

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 2,777,777.00
8	Shared Voting Power 2,777,777.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,777,777.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.01 par value per share
(b)	Name of Issuer: Soho House & Co Inc.
(c)	Address of Issuer's Principal Executive Offices: One World Trade Center, Floor 86, New York, NEW YORK , 10007.
Item 1 Comment: This statement (the "Current Filing") on Schedule 13D is being filed by Richard Tyler Morse, M4 Soho House Holdings LP ("M4"), MCR Soho House Holdings LLC ("MCR Soho"), and DR Soho House Holdings LLC ("DR Soho") (together, the "Reporting Persons") with respect to the Class A Common Stock, $0.01 par value per share (the "Common Stock"), of Soho House & Co Inc. (the "Issuer"). The Reporting Persons are jointly filing this Current Filing pursuant to the Joint Filing Agreement attached hereto as Exhibit 99.6.
Item 2.	Identity and Background
(a)	Pursuant to Rule 13d-1(k)(1), the Current Filing is being filed jointly by the following persons: Richard Tyler Morse M4 Soho House Holdings LP MCR Soho House Holdings LLC DR Soho House Holdings LLC
(b)	The principal business address of each of Mr. Morse, M4 and MCR Soho is One World Trade Center, Floor 86, New York, NY 10007. The principal business address of DR Soho is 6628 Mower Place, San Diego, CA 92130.
(c)	MCR Soho is principally engaged in investing in securities for the benefit of Richard Tyler Morse or a member of his immediate family. DR Soho is principally engaged in investing in securities. M4 is principally engaged in investing in securities. Mr. Morse, a U.S. citizen principally engaged in investing and managing businesses, is the sole owner of an entity that is both the non-member manager of DR Soho and the sole member of MCR Soho House Holdings LLC and is a controlling person over the fund that serves as the sole limited partner of M4.
(d)	Not applicable.
(e)	Not applicable.
(f)	M4 is a Delaware limited partnership. MCR Soho is a Delaware limited liability company. DR Soho is a Delaware limited liability company. Mr. Morse is a U.S. citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	On January 29, 2026, Soho House & Co Inc. sold 5,555,555 shares of Class A Common Stock to M4 for consideration of $50,000,000.00, 2,777,778 shares of Class A Common Stock to DR Soho House Holdings LLC and 2,777,777 shares of Class A Common Stock to MCR Soho House Holdings LLC, each in exchange for consideration of $25,000,000, each amount of consideration paid in cash. M4's consideration was sourced pursuant to calling a capital commitment in the amount committed. Both MCR Soho and DR Soho's consideration was sourced from equity from investors. Such purchase was pursuant to Equity Commitment Letters between Soho House & Co Inc. and each party, pursuant to which each party obtains its respective amount of Class A Common Stock and certain rights related thereto in exchange for the agreed consideration, which such letters were fully performed as of the closing of the transaction on January 29, 2026.
Item 4.	Purpose of Transaction
	On August 15, 2025 M4 entered into an Equity Commitment Letter, and on January 13, 2026, DR Soho and MCR Soho likewise entered into Equity Commitment Letters with Soho House & Co. Inc. in connection with that certain Agreement and Plan of Merger, dated as of August 15, 2025 ("Merger Agreement") by and among EH MergerSub, Inc., Soho House & Co Inc., and EH Parent LLC, pursuant to which EH MergerSub, Inc. agreed to merge with and into Soho House & Co Inc. (the "Merger"), with Soho House & Co Inc. surviving the merger, terminating the registration of the Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") and delisting the Common Stock from all securities exchanges. Additionally, on January 29, 2026 and in connection with the Merger, each of M4, DR Soho and MCR Soho, along with a number of other investors, entered into a Voting Agreement with Soho House & Co Inc., pursuant to which various rights and obligations are set forth regarding the governance of Soho House & Co Inc. The Voting Agreement governs the voting rights of each class of shares of the Issuer over governance issues, the composition of the board of directors and process for elections, and outlines various preemptive rights granted to each party to the agreement. The Voting Agreement applies to each party for so long as they remain a shareholder of the Issuer, or until the dissolution of the Issuer. Following the transaction, Mr. Morse has been appointed as a director on Soho House & Co Inc.'s Board of Directors, a position granted pursuant to the new board composition outlined in the Voting Agreement. Additionally following the transaction, Soho House & Co Inc. has filed to terminate the registration of the Common Stock under Section 12 of the Exchange Act. Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 11 and 13 on the cover pages of this Schedule 13D is incorporated herein by reference. The parties to the Voting Agreement collectively own 100% of outstanding shares.
(b)	The information contained in rows 7 through 10 on the cover pages of this Schedule 13D is incorporated herein by reference. The parties to the Voting Agreement collectively own 100% of outstanding shares.
(c)	Mr. Morse redeemed 10,000 shares of Class A Common Stock of the Issuer previously held in his capacity as an individual in connection with the broader transaction on January 29, 2026, for a price of $9.00 per share.
(d)	Other than Richard Tyler Morse or members of his immediate family, in respect of Common Stock held by MCR Soho, and the limited partners of each of M4 Soho and DR Soho in respect of Common Stock respectively held by M4 Soho and DR Soho, no person is entitled to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock disclosed herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On January 29, 2026, the M4, MCR Soho and DR Soho entered into a Voting Agreement with respect to the Class A Common Stock disclosed herein as beneficially owned by Mr. Morse, as described in the foregoing Item 4. The description of the Voting Agreement contained herein is qualified by reference to the complete text of that agreement, as disclosed as Exhibit 99.2 hereto.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Joint Filing Agreement made as of January 30, 2026 by Richard Tyler Morse, M4 Soho House Holdings LP, MCR Soho House Holdings LLC and DR Soho House Holdings LLC. 99.2 - Voting Agreement, dated as of January 29, 2026 of Soho House & Co Inc.

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.

Morse Richard Tyler

Signature:	/s/ Richard Tyler Morse
Name/Title:	Richard Tyler Morse
Date:	02/02/2026

M4 Soho House Holdings LP

Signature:	/s/ Richard Tyler Morse
Name/Title:	Richard Tyler Morse, Authorized Signatory of M4 Soho House Holdings LP
Date:	02/02/2026

MCR Soho House Holdings LLC

Signature:	/s/ Richard Tyler Morse
Name/Title:	Richard Tyler Morse, Authorized Signatory of MCR Soho House Holdings LLC
Date:	02/02/2026

DR Soho House Holdings LLC

Signature:	/s/ Richard Tyler Morse
Name/Title:	Richard Tyler Morse, Authorized Signatory of DR Soho House Holdings LLC
Date:	02/02/2026

FAQ

What stake in Soho House (SHCO) does Richard Tyler Morse report in this Schedule 13D?

Richard Tyler Morse is deemed to beneficially own 11,111,111 Class A shares, or 6% of Soho House. This stake is held through entities M4 Soho House Holdings LP, MCR Soho House Holdings LLC, and DR Soho House Holdings LLC, which Morse controls or manages.

How much new equity capital did Soho House (SHCO) receive from Morse-affiliated entities?

Soho House received a total of $100,000,000 in cash equity. On January 29, 2026 it sold 5,555,555 Class A shares to M4 for $50,000,000, and 2,777,778 and 2,777,777 shares to DR Soho and MCR Soho for $25,000,000 each.

What does the Voting Agreement mean for control of Soho House (SHCO)?

The Voting Agreement aligns governance and control among the investor group. It covers voting on governance issues, board composition and election processes, and preemptive rights. The parties to this agreement collectively own 100% of outstanding shares, concentrating control with them.

Is Soho House (SHCO) remaining a publicly registered company after this transaction?

No. Soho House has filed to terminate registration of its common stock. After the merger-related transactions and Voting Agreement, the investor group owns all outstanding shares, and the company moved to deregister under Section 12 of the Exchange Act.

What price was used for Richard Tyler Morse’s individual share redemption in Soho House?

Richard Tyler Morse redeemed 10,000 individually held Class A shares at $9.00 per share. This redemption occurred on January 29, 2026 in connection with the broader merger-related transaction and equity commitments.

Who are the main Morse-affiliated investment entities in this Soho House 13D?

The key entities are M4 Soho House Holdings LP, MCR Soho House Holdings LLC, and DR Soho House Holdings LLC. Each is principally engaged in investing in securities, and all participated in purchasing Soho House Class A Common Stock for cash consideration.