Solo Brands Inc
For the period ended Dec 31, 2024. Filed Mar 12, 2025.
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FY2024 · Filed Mar 12, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements
The financial statements required by this item are listed in Item 8, “Financial Statements and Supplementary Data” herein.
| 1. Financial statements | Page Number |
|---|---|
| Report of Independent Registered Public Accounting Firm | 51 |
| Consolidated Balance Sheets | 52 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) | 53 |
| Consolidated Statements of Cash Flows | 54 |
| Consolidated Statements of Equity | 56 |
(a)(2) Financial Statement Schedules
None
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(a)(3) Exhibits
3. Exhibits
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed / Furnished Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Solo Brands, Inc. | S-8 | 333-260826 | 4.1 | 11/5/2021 |
| 3.2 | Amended and Restated Bylaws of Solo Brands, Inc. | S-8 | 333-260826 | 4.2 | 11/5/2021 |
| 4.1 | Specimen Stock Certificate evidencing the shares of Class A Common Stock | S-1/A | 333-260026 | 4.1 | 10/25/2021 |
| 4.2 | Stockholders Agreement | 10-Q | 001-40979 | 4.2 | 12/9/2021 |
| 4.3 | Registration Rights Agreement | 10-Q | 001-40979 | 4.3 | 12/9/2021 |
| 4.4 | Description of Securities | 10-K | 001-40979 | 4.4 | 3/30/2022 |
| 10.1 | Tax Receivable Agreement | 10-Q | 001-40979 | 10.1 | 12/9/2021 |
| 10.2 | Amended and Restated Limited Liability Company Agreement of Solo Stove Holdings, LLC | 10-Q | 001-40979 | 10.2 | 12/9/2021 |
| 10.3+ | Credit Agreement, dated as of May 12, 2021, among Solo DTC Brands, LLC (f/k/a Frontline Advance LLC), Solo Stove Intermediate, LLC, JPMorgan Chase Bank, N.A., as Lead Arranger, L/C Issuer, Lender, Administrative Agent and Collateral Agent, and the Lenders and L/C Issuers party thereto. | S-1 | 333-260026 | 10.5 | 10/4/2021 |
| 10.4 | Amendment No. 1, dated as of June 2, 2021, to Credit Agreement, dated as of May 12, 2021, among Solo DTC Brands, LLC (f/k/a Frontline Advance LLC), JPMorgan Chase Bank, N.A., as Lead Arranger, L/C Issuer, Lender, Administrative Agent and Collateral Agent, and the Lenders and L/C Issuers party thereto | S-1 | 333-260026 | 10.6 | 10/4/2021 |
| 10.5 | Amendment No. 2, dated as of September 1, 2021, to Credit Agreement, dated as of May 12, 2021, among Solo DTC Brands, LLC (f/k/a Frontline Advance LLC), JPMorgan Chase Bank, N.A., as Lead Arranger, L/C Issuer, Lender, Administrative Agent and Collateral Agent, and the Lenders and L/C Issuers party thereto | S-1 | 333-260026 | 10.7 | 10/4/2021 |
| 10.6 | Amendment No. 3, dated as of May 22, 2023, to Credit Agreement, dated as of May 12, 2021, among Solo Brands, LLC (f/k/a Solo DTC Brands, LLC), JPMorgan Chase Bank, N.A., as Lead Arranger, L/C Issuer, Lender, Administrative Agent and Collateral Agent, and the Lenders and L/C Issuers party thereto | 10-Q | 001-40979 | 10.3 | 8/3/2023 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed / Furnished Herewith |
| 10.7# | Form of Indemnification Agreement by and between Solo Brands, Inc. and its directors and executive officers | S-1/A | 333-260026 | 10.9 | 10/25/2021 | |
| 10.8 | Form of Solo Stove Holdings, LLC and SS Management Aggregator, LLC Incentive Equity Agreement | S-1/A | 333-260026 | 10.10 | 10/25/2021 | |
| 10.9 | Form of Amendment to Solo Stove Holdings, LLC and SS Management Aggregator, LLC Incentive Equity Agreement | S-1/A | 333-260026 | 10.11 | 10/25/2021 | |
| 10.10# | Solo Brands, Inc. 2021 Incentive Award Plan. | S-1/A | 333-260026 | 10.12 | 10/25/2021 | |
| 10.11# | Form of Stock Option Agreement under the Solo Brands, Inc. 2021 Incentive Award Plan. | S-1/A | 333-260026 | 10.13 | 10/25/2021 | |
| 10.12# | Form of Restricted Stock Unit Agreement under the Solo Brands, Inc. 2021 Incentive Award Plan | S-1/A | 333-260026 | 10.14 | 10/25/2021 | |
| 10.13# | Form of Restricted Stock Agreement under the Solo Brands, Inc. 2021 Incentive Award Plan | S-1/A | 333-260026 | 10.15 | 10/25/2021 | |
| 10.14# | Form of Performance Stock Unit Award under the Solo Brands, Inc. 2021 Incentive Award Plan | 10-Q | 001-40979 | 10.1 | 11/10/2022 | |
| 10.15# | Form of Restricted Stock Unit Agreement (Non-Employee Director) under the Solo Brands, Inc. 2021 Incentive Award Plan | S-1/A | 333-260026 | 10.16 | 10/25/2021 | |
| 10.16# | Solo Brands, Inc. 2021 Employee Stock Purchase Plan | S-1/A | 333-260026 | 10.17 | 10/25/2021 | |
| 10.17#+ | Employee Agreement, dated as of October 9, 2020, by and between Solo DTC Brands, LLC and Kent Christensen | S-1/A | 333-260026 | 10.21 | 10/25/2021 | |
| 10.18#+ | Board Letter, dated as of October 1, 2021, by and between Solo Brands and Andrea Tarbox | S-1/A | 333-260026 | 10.25 | 10/25/2021 | |
| 10.19#+ | Board Letter, dated as of November 4, 2024 by and between Solo Brands and John Larson | * | ||||
| 10.20#+ | Board Letter, dated as of January 22, 2025 by and between Solo Brands and Elisabeth Vanzura | * | ||||
| 10.21# | Amended and Restated Non-Employee Director Compensation Policy | 10-Q | 001-40979 | 10.1 | 11/7/2024 | |
| 10.22# | Employment Agreement, dated as of January 3, 2024, by and between Solo Brands, Inc. and Chris Metz | 10-K | 001-40979 | 10.36 | 3/14/2024 | |
| 10.23# | Employment Agreement, dated as of February 1, 2024, by and between Solo Brands, Inc, Solo Brands LLC and Laura Coffey | 10-K | 001-40979 | 10.37 | 3/14/2024 | |
| 10.24# | Separation and Release of Claims Agreement, dated January 3, 2024, by and between Solo Brands, LLC and John Merris | 10-Q | 001-40979 | 10.1 | 5/9/2024 | |
| 10.25# | First Amendment to the Separation and Release of Claims Agreement, dated March 5, 2024, by and between Solo Brands, LLC and John Merris | 10-Q | 001-40979 | 10.2 | 5/9/2024 | |
| 10.26# | Performance Stock Unit Grant Notices and Agreements, dated April 8, 2024, by and between Solo Brands, LLC and Christopher Metz | 10-Q | 001-40979 | 10.1 | 8/7/2024 | |
| 19.1 | Insider Trading Compliance Policy | * | ||||
| 21.1 | List of subsidiaries of Solo Brands, Inc. | * | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | * | ||||
| 31.1 | Certification of Interim Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). | * | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). | * | ||||
| 32.1 | Certification of Interim Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||
| 97.1 | Policy for Recovery of Erroneously Awarded Compensation | 10-K | 001-40979 | 97.1 | 3/14/2024 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||
| Incorporated by Reference | ||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed / Furnished Herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||
| All other exhibits for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. | ||||||
|---|---|---|---|---|---|---|
| * | Filed herewith. | |||||
| ** | Furnished herewith. | |||||
| # | Indicates management contract or compensatory plan. | |||||
| + | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(a)(6). | |||||
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