Solo Brands, Inc. 8-K Filing

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Key Financial Figures

• $0.001 — which registered Class A Common Stock, $0.001 par value per share SBDS New York Stoc

Filing Documents

• dtc-20251217.htm (8-K) — 29KB
• solobrands-mergeragreeme.htm (EX-2.1) — 39KB
• solobrands-mergeragreeme001.jpg (GRAPHIC) — 255KB
• solobrands-mergeragreeme002.jpg (GRAPHIC) — 225KB
• solobrands-mergeragreeme003.jpg (GRAPHIC) — 288KB
• solobrands-mergeragreeme004.jpg (GRAPHIC) — 261KB
• solobrands-mergeragreeme005.jpg (GRAPHIC) — 55KB
• solobrands-mergeragreeme006.jpg (GRAPHIC) — 26KB
• solobrands-mergeragreeme007.jpg (GRAPHIC) — 320KB
• solobrands-mergeragreeme008.jpg (GRAPHIC) — 336KB
• solobrands-mergeragreeme009.jpg (GRAPHIC) — 82KB
• solobrands-mergeragreeme010.jpg (GRAPHIC) — 52KB
• solobrands-mergeragreeme011.jpg (GRAPHIC) — 314KB
• solobrands-mergeragreeme012.jpg (GRAPHIC) — 121KB
• 0001870600-25-000131.txt ( ) — 3416KB
• dtc-20251217.xsd (EX-101.SCH) — 2KB
• dtc-20251217_lab.xml (EX-101.LAB) — 22KB
• dtc-20251217_pre.xml (EX-101.PRE) — 13KB
• dtc-20251217_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 17, 2025, Solo Brands, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Solo Stove Holdings, LLC ("Holdings") and Solo Merger Sub LLC ("Merger Sub"), a subsidiary of the Company and SP SS Blocker Purchaser, LLC ("Blocker"), formed for the sole purpose of merging with and into Holdings. Pursuant to the Merger Agreement, effective January 1, 2026 (the "Effective Time"), Merger Sub will be merged with and into Holdings, with Holdings continuing as the surviving entity (the "Merger") as a wholly owned subsidiary of the Company. The Merger is part of a series of transactions the Company is conducting to simplify its organizational structure and eliminate the Company's umbrella partnership-C corporation (UP-C) structure (the "Corporate Simplification"). Pursuant to the Merger Agreement, at the Effective Time, each of the issued and outstanding limited liability company units of Holdings (the "LLC Units") beneficially owned by members of Holdings will be cancelled and converted automatically into a right to receive one share of the Company's Class A common stock, except for any LLC Units beneficially owned by either the Company or Blocker, which will be cancelled for no consideration in accordance with the Merger Agreement and Holdings' Amended and Restated Limited Liability Company Agreement (the "LLCA"). At the Effective Time, the limited liability company interests of Merger Sub will be converted into limited liability company interests of Holdings as the surviving entity, resulting in Holdings continuing as a wholly owned subsidiary of the Company. In addition, immediately following the Effective Time, all of the issued and outstanding shares of the Company's Class B common stock will be retired and cancelled in accordance with the Company's Amended and Restated Certificate of Incorporation and the LLCA. As a result, upon completion of the Merger, the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibits 2.1* Agreement and Plan of Merger, dated December 1 7 , 2025, by and between Solo Merger Sub LLC, Solo Stove Holdings, LLC and Solo Brands, Inc. 104 Cover Page Interactive Data File embedded within the Inline XBRL document * Certain exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2)(ii), as may be applicable, of Regulation S-K and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Solo Brands, Inc. (Registrant) Date: December 17, 2025 By: /s/ Chris Blevins Chris Blevins General Counsel

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View this 8-K filing on SEC EDGAR