Solo Brands, Inc. 8-K Filing

From the Filing

0001870600-25-000131.txt : 20251217 0001870600-25-000131.hdr.sgml : 20251217 20251217163544 ACCESSION NUMBER: 0001870600-25-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 25 CONFORMED PERIOD OF REPORT: 20251217 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20251217 DATE AS OF CHANGE: 20251217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Solo Brands, Inc. CENTRAL INDEX KEY: 0001870600 STANDARD INDUSTRIAL CLASSIFICATION: [3949] ORGANIZATION NAME: 04 Manufacturing EIN: 871360865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40979 FILM NUMBER: 251579786 BUSINESS ADDRESS: STREET 1: 1001 MUSTANG DR CITY: GRAPEVINE STATE: TX ZIP: 76051 BUSINESS PHONE: (817) 900-2664 MAIL ADDRESS: STREET 1: 1001 MUSTANG DR CITY: GRAPEVINE STATE: TX ZIP: 76051 8-K 1 dtc-20251217.htm 8-K dtc-20251217 0001870600 ☐ 0001870600 2025-12-17 2025-12-17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 17, 2025 Solo Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Commission File Number 001-40979 Delaware 87-1360865 State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. 1001 Mustang Dr. Grapevine, TX 76051 Address of Principal Executive Offices Zip Code ( 817 ) 900-2664 Registrant’s Telephone Number, Including Area Code N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.001 par value per share SBDS New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 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&#