Solo Brands, Inc.

About this Annual Report

As used in this Annual Report on Form 10-K, unless the context otherwise requires, references to:

•“we,” “us,” “our,” the “Company,” “Solo Brands, Inc.” and similar references refer to Solo Brands, Inc., and, unless otherwise stated, all of its subsidiaries, including Solo Stove Holdings, LLC (“Holdings”). Unless otherwise indicated, (i) information presented for a period entirely preceding an acquisition does not give effect to the consummation of such acquisition and reflects only the subsidiaries and brands owned prior to such acquisition and (ii) information presented for a period following an acquisition or during which an acquisition occurred includes the impact of the acquisition from the date of such acquisition.

•“Reorganization Transactions” refers to certain reorganization transactions effected in connection with the completion of our initial public offering (“IPO”). See“Initial Public Offering and Reorganization Transactions” in Item 7 of the 2021 Annual Report on Form 10-K for further details of the related transactions.

•“LLC Interests”refer to the former common membership interests of Holdings.

•“Original LLC Owners”refer to the direct and certain indirect owners of Holdings, collectively, prior to the Reorganization Transactions.

•“Prior Continuing LLC Owners” refers to Original LLC Owners who continued to own LLC Interests after the Reorganization Transactions and who, until the Corporate Simplification, had the right to exchange their LLC Interests for shares of the Company’s Class A common stock or a cash payment, in each case, together with a cancellation of the same number of the Company’s shares of Class B common stock.

•“Former LLC Owners”refers to all of the Original LLC Owners (excluding the Prior Continuing LLC Owners) who exchanged their indirect ownership interests in Holdings for shares of the Company’s Class A common stock and cash in connection with the completion of the IPO.

•“Comprehensive income (loss) attributable to Solo Brands, Inc.,” “Net income (loss) attributable to Solo Brands, Inc.,” “net income (loss) per Class A common stock,” “controlling interest” and similar references refer to amounts attributable to Solo Brands, Inc.

•“Corporate Simplification” refers to certain reorganization transactions conducted to simplify Solo Brands, Inc.’s organizational structure and eliminate its umbrella partnership-C corporation (UP-C) structure, effective January 1, 2026.

•“Newco” refers to Solo Stove, Inc.

Risk Factors Summary

The principal risks and uncertainties affecting our business include the following:

Risks Related to our Liquidity and Indebtedness

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

•We may be unable to realize expected benefits from any ongoing strategic plans, restructuring and cost reduction efforts, and operational improvements.

•We depend on cash generated from our operations to support our business.

•Our substantial indebtedness and the terms of our Amended Credit Agreement limit our ability to invest in the ongoing needs of our business.

Risks Related to our Business and Industry

•Our business depends on maintaining and strengthening our brand and generating and maintaining ongoing demand for our products, and a significant reduction in such demand could harm our results of operations.

•If we are unable to successfully design, develop, and introduce new products, our business will be harmed.

•Tariffs or other restrictions placed on foreign imports and any related counter-measures taken by other countries harm our business and results of operations.

•Our products are manufactured by third parties outside of the United States, and our business may be harmed by legal, regulatory, economic, societal, and political risks associated with those markets.

•We rely on third-party manufacturers and problems with, or the loss of, our suppliers or an inability to obtain raw materials could harm our business and results of operations.

•Our historic growth rates have not been sustained and are not likely indicative of future growth.

•Our business could be harmed if we are unable to accurately forecast demand for our products or our results of operations.

•Our marketing strategy may not be successful with existing and future customers.

•If we fail to attract new customers in a cost-effective manner, our business may be harmed.

•Our net sales and profits depend on the level of customer spending for our products, which is sensitive to general economic conditions and other factors.

•The markets in which we compete are highly competitive and we could lose our market positions.

•Competitors have imitated and will likely continue to imitate our products. If we are unable to protect or preserve our brand image and proprietary rights, our business may be harmed.

•If we fail to timely and effectively deliver products to our retail partners and customers, our business and results of operations could be harmed.

•Our future success depends on the continuing efforts of our management and key employees, and on our ability to attract and retain highly skilled personnel and senior management.

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•Our collection, use, storage, disclosure, transfer and other processing of personal information could give rise to significant costs and liabilities, including as a result of governmental regulation, uncertain or inconsistent interpretation and enforcement of legal requirements or differing views of personal privacy rights, which may have a material adverse effect on our reputation, business, financial condition and results of operations.

•We rely significantly on the use of information technology and data, including that of our third-party service providers. Any significant failure, inadequacy, interruption or data security incident involving our information technology systems or data, or that of our third-party service providers, could disrupt our business operations, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows.

•Our business may be affected by the evolving regulatory framework for AI technologies.

•Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

•Our results of operations are subject to seasonal and quarterly variations, which could cause the price of our stock to decline.

•Our plans for continuing operations in international markets may not be successful.

•An adverse determination in any material product liability related claim against us could adversely affect our operating results or financial condition.

Risks Related to Ownership of our Class A Common Stock

•The price of our Class A common stock has fluctuated and will likely continue to fluctuate and you may not be able to sell the shares you purchase at or above your purchase price.

•We may be unable to maintain compliance with NYSE listing requirements and our Class A common stock could be delisted, which would adversely affect our stock price, liquidity, and ability to raise capital.

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

General Risk Factors

•We may become involved in legal or regulatory proceedings and audits.

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