SCHEDULE: Soho House Amends Rollover, Letter Agreements

Soho House & Co Inc. has amended key shareholder agreements, including a rollover agreement with Richard Caring and a letter agreement between Ronald Burkle and Nick Jones, impacting share designations and future equity funding.

Summary

• Soho House & Co Inc. filed an Amendment No. 1 to its Schedule 13D, updating beneficial ownership information and disclosing amendments to key shareholder agreements.
• An amendment to the Rollover and Support Agreement with Richard Caring, dated January 14, 2026, designates an additional 37,377 Class A Common Stock shares and 4,113,833 Class B Common Stock shares held by Mr. Caring as "Rollover Shares," which will remain outstanding after the Merger.
• Ronald Burkle and Nick Jones amended their Letter Agreement on December 2, 2025, to revise payment and settlement mechanics for Mr. Burkle's agreed purchase of 4,400,000 Class B Common Stock shares from Mr. Jones; this transaction has not yet closed.
• The Company committed to using reasonable best efforts to secure Post-Closing Equity Funding for nine months after the Merger closes.
• The first $70.0 million of net proceeds from this Post-Closing Equity Funding, along with any emergency capital, will be allocated for the Company's working capital needs.
• Subsequent net proceeds from Post-Closing Equity Funding, specifically $163,126,505, and then $56,743,281, will be used to redeem Richard Caring's shares at his option, at a price of $9.00 per share.
• Richard Caring's beneficial ownership is 41,512,104 shares (21.2%), Ronald Burkle's is 96,194,440 shares (49.2%), and Nick Jones's is 5,642,171 shares (2.9%).

Sentiment

Score: 6

Explanation: The filing indicates progress on complex shareholder agreements related to a merger, including securing a major shareholder's continued commitment and outlining future capital raising plans. However, the delay in closing a significant private share transaction introduces a minor element of uncertainty. The overall sentiment is neutral to slightly positive due to the structured approach to post-merger financing and shareholder alignment.

Positives

• The amendment to the Rollover Agreement with Richard Caring ensures a significant portion of his shares (41,512,104 shares, 21.2% of class) will remain outstanding post-Merger, indicating continued commitment from a major shareholder.
• The Company's commitment to seek Post-Closing Equity Funding suggests a proactive approach to securing capital for future operations and working capital needs.
• The redemption option for Richard Caring's shares at $9.00 per share, funded by future equity raises, provides a potential liquidity event for a key investor.

Negatives

• The private transaction between Mr. Burkle and Mr. Jones for 4,400,000 Class B Common Stock shares has not yet closed, introducing an element of uncertainty regarding the final ownership structure.
• The redemption of shares at a fixed price of $9.00 per share, while an option for Mr. Caring, could be seen as a potential ceiling for a portion of his investment if the stock performs significantly better post-merger.

Risks

• The transaction between Mr. Burkle and Mr. Jones has not yet closed, meaning the anticipated shift in ownership for those 4,400,000 Class B shares is not finalized.
• The Company's ability to secure the Post-Closing Equity Funding is subject to "reasonable best efforts," implying no guarantee of success or the full amount.
• The redemption of shares for Richard Caring is "at the Reinvestment Stockholder's option," meaning the Company cannot force the redemption, and the funding for it is contingent on successful Post-Closing Equity Funding.

Future Outlook

The Company is committed to seeking additional equity funding for nine months post-Merger, with initial proceeds earmarked for working capital and subsequent funds potentially used for share redemptions for a key shareholder. The completion of a private share transaction between Mr. Burkle and Mr. Jones is pending.

Industry Context

This filing primarily concerns changes in beneficial ownership and shareholder agreements related to a merger, rather than operational performance. It reflects internal corporate finance and governance activities typical for a company undergoing significant ownership or structural changes, such as a take-private or recapitalization event, which often involves complex arrangements with major shareholders to ensure stability and alignment.

Comparison to Industry Standards

• The structure of rollover agreements and post-closing equity funding with redemption options is common in private equity-backed mergers or take-private transactions, aiming to align interests of continuing shareholders and provide liquidity mechanisms.
• The significant beneficial ownership percentages held by individuals like Ronald Burkle (49.2%) and Richard Caring (21.2%), along with Yucaipa entities, indicate a highly concentrated ownership structure, which is typical for companies with strong founder or private equity influence, but less common for widely held public companies.
• The $9.00 per share redemption price provides a specific valuation benchmark for a portion of the equity, which can be compared to the merger consideration or market price at the time of the merger.

Corporate Governance

Related Party Transactions

• Amendment to Rollover and Support Agreement with Richard Caring, a significant shareholder.
• Amendment to Letter Agreement between Ronald W. Burkle and Nick Jones, both significant shareholders/executives.
• The potential redemption of Richard Caring's shares using proceeds from future equity funding.

Stakeholder Impact

• Shareholders: The amendments clarify the post-merger ownership structure for key individuals and entities, particularly regarding rollover shares and potential redemptions. The delay in the Burkle-Jones transaction might create minor uncertainty.
• Management: The CEO, Andrew Carnie, signed the Rollover Agreement Amendment on behalf of the Company, indicating management's involvement in these strategic shareholder agreements.
• Creditors/Investors in future equity raise: The commitment to raise post-closing equity funding provides a potential opportunity for new investors, with clear allocation of funds for working capital and shareholder redemptions.

Next Steps

• Closing of the private transaction between Mr. Burkle and Mr. Jones for 4,400,000 Class B Common Stock shares.
• Consummation of the Merger involving Soho House & Co Inc., EH Parent LLC, and EH MergerSub Inc.
• The Company will use reasonable best efforts to obtain Post-Closing Equity Funding for nine months following the Merger's closing.
• Potential redemption of Richard Caring's shares at his option, using proceeds from Post-Closing Equity Funding.

Key Dates

Recommendation

The filing primarily details amendments to shareholder agreements and beneficial ownership, which are expected in the context of an ongoing merger. While the commitment to post-closing equity funding and the share redemption mechanism provide some clarity on future capital structure and shareholder liquidity, the delay in a significant private share transaction between key individuals introduces a minor element of uncertainty. There are no new operational or financial performance details to warrant a change in investment thesis. Investors should hold and monitor the closing of the merger and the private share transaction, as well as the progress of the post-closing equity funding.

Keywords

Soho House & Co Inc., Schedule 13D/A, Beneficial Ownership, Rollover Agreement, Merger Agreement, Equity Funding, Richard Caring, Ronald Burkle, Nick Jones, Class A Common Stock, Class B Common Stock, Share Redemption, Corporate Governance, Yucaipa