Solo Brands, Inc.

You should carefully consider the risk factors set forth under Part I, Item 1A. "Risk Factors" in our 2024 Form 10-K, which risk factors are incorporated herein by reference. Such risks could materially affect our business, financial condition, and future results and are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. There have been no material changes to the risk factors previously disclosed in our 2024 Form 10-K other than the below.

Our financial condition previously raised and may in the future raise substantial doubt as to our ability to continue as a going concern.

As of the filing date of our Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the three months ended March 31, 2025, we concluded that substantial doubt existed about our ability to continue as a going concern for one year following the issuance of each of the financial statements as a result of our net losses, accumulated deficit and our liquidity position, as well as our noncompliance with certain financial covenants under our Credit Agreement as of March 31, 2025 and the potential consequences thereof. On June 13, 2025, we entered into the 2025 Refinancing Amendment, which effected a reallocation and restructuring of all revolving loans and term loans then outstanding as of such date and the waiver of certain then existing events of default. See Note 11, Debt, Net for more information about the 2025 Refinancing Amendment.

Although we cannot predict with certainty all of our particular short-term cash uses or the timing or amount of cash requirements, management has concluded that the conditions that raised substantial doubt about our ability to continue as a going concern have been alleviated, as further discussed in Note 2, Restructuring, Contract Termination and Impairment Charges. However, our recurring losses, negative cash flow and the uncertainties surrounding our ability to execute and to realize the expected benefits from our cost saving and operational improvement initiatives, could impact our future liquidity, which could in the future raise substantial doubt about our ability to continue to execute our operating plan as currently intended and require us to seek additional financing or additional relief from our creditors. Additional financing, whether in the form of equity or debt, may not be available to us on acceptable terms, on a timely basis, or at all. If adequate funds are not available, or if the terms of potential funding sources are unfavorable, our business would be materially harmed. Furthermore, any new equity we issue, similar to the shares of Class A common stock that were issued in connection with the 2025 Refinancing Amendment, will likely result in substantial dilution to our existing stockholders. If we become unable to continue as a going concern, we could have to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our financial statements, or commence proceedings under Chapter 11 of the U.S. Bankruptcy Code, and, in such cases, stockholders could lose all or part of their investment. If we were required to file to commence proceedings under Chapter 11 of the U.S. Bankruptcy Code, our operations and ability to develop and execute our business plan, and our ability to continue as a going concern, are subject to the risks and uncertainties associated with bankruptcy. As such, filing for Chapter 11 would likely have a material adverse effect on our business, financial condition, results of operations and liquidity.

Additionally, our financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Thus, our financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

The ultimate effect of the reverse stock split and the removal of the trading suspension of our Class A common stock on the NYSE on the market price and liquidity of our Class A common stock cannot be predicted with any certainty.

We effected a 1-for-40 reverse stock split with respect to our Class A and Class B common stock on July 8, 2025. The reverse stock split was effected as a means of regaining compliance with the continued listing standards of the NYSE. On April 22, 2025, the NYSE notified us, and publicly announced, that it had determined to commence proceedings to delist our Class A common stock as a result of the Company’s non-compliance with Rule 802.01D of the NYSE Listed Company Manual due to the Class A common stock trading at “abnormally low price” levels and that trading in the Class A common stock was suspended immediately. On May 29, 2025, the NYSE notified the Company, and publicly announced, that the Company was also not in compliance with Rule 802.01D of the NYSE Listed Company Manual due to a determination that the Company’s average global market capitalization over a consecutive 30 trading day period had fallen below $15,000,000. Following the reverse stock split and maintenance of the required average market capitalization, the NYSE determined that we had regained compliance with NYSE’s listing standards and reinstated trading in the Class A common stock on July 18, 2025. However, the ultimate effect of the reverse stock split on the market price of our Class A common stock cannot be predicted with any certainty, and we cannot assure you that the reverse stock split will result in any or all of the expected benefits, including enabling the Company to continue to maintain compliance with NYSE listing standards, for any meaningful period of time, or at all.

While the reduction in the number of outstanding shares of Class A common stock as a result of the reverse stock split increased the market price of our Class A common stock immediately following the reverse stock split, we cannot assure you such increase will be permanent or sustained. The market price of our Class A common stock depends on multiple factors, many of which are unrelated to the number of shares outstanding, including our business and financial performance, general market conditions and prospects for future success, any of which could have a counteracting effect to the reverse stock split on the per share price.

In addition, the reverse stock split reduced the total number of outstanding shares of Class A common stock, which leads to reduced trading volumes for our Class A common stock and may lead to a more volatile trading price. The reverse stock split also increased the number of stockholders who own “odd lots” of less than 100 shares of Class A common stock. A purchase or sale of less than 100 shares of common stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of Class A common stock following the reverse stock split may be required to pay higher transaction costs if they sell their Class A common stock.

Finally, a decline in the per share price of our Class A common stock and a decline in our overall market capitalization may be greater following the reverse stock split than would have been in the absence of the same. Any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of Class A common stock outstanding following the reverse stock split.

If in the future, the trading price of our Class A common stock is lower than the minimum bid price pursuant to NYSE rules, pursuant to Rule 802.01 of the NYSE Listed Company Manual, we will be restricted from implementing a further reverse stock split in order to regain compliance with such standards for one year from the effective date of the reverse stock split. As a result, we may not be able to remediate any future non-compliance and our Class A common stock could be delisted from NYSE.

Sales of a substantial number of shares of our Class A common stock in the public market could cause our stock price to fall.

Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock. In addition, shares of Class A common stock that are either subject to outstanding options or reserved for future issuance under our employee benefit plans will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, Rule 144 and Rule 701 under the Securities Act of 1933, as amended (“Securities Act”).

In June 2025, we entered into a subscription agreement with certain lenders in connection with our entry into the 2025 Refinancing Amendment, pursuant to which we issued an aggregate of 121,998 shares of our Class A common stock (giving effect to the reverse stock split). Even though these shares are “restricted securities” within the meaning of Rule 144 and may be resold only pursuant to an effective registration statement or pursuant to the requirements of Rule 144 or other applicable exemption from registration under the Securities Act and as required under applicable state securities laws, once those requirements are satisfied, these shares could be sold in the market at any time. If these additional shares of Class A common stock are resold, or if it is perceived that they will be resold, the trading price of our Class A common stock could decline.

In addition, the issuance of these shares of Class A common stock have diluted, and any shares of Class A common stock we may in the future issue may dilute, the percentage ownership held by holders of our Class A common stock.