Solo Brands, Inc.

NOTE 16 –Equity-Based Compensation

Summary of Equity-Based Compensation Expense

The table below summarizes equity-based compensation expense recognized by award type (in thousands):

(1)Other includes equity-based compensation related to special performance stock units and stock options for the years ended December 31, 2025 and 2024, as well as common units for the year ended December 31, 2024.

The following table summarizes the Company’s total unrecognized equity-based compensation cost and the weighted-average period the cost is expected to be recognized as of December 31, 2025 (in thousands):

Excess tax benefits (shortfall) related to equity-based compensation were $(3.4) million and $(1.2) million for the years ended December 31, 2025 and 2024.

Incentive Award Plan

In October 2021, the Board adopted, and the stockholders of the Company approved, the 2021 Incentive Award Plan (“Incentive Award Plan”), which became effective on October 28, 2021. Upon the Incentive Award Plan becoming effective, there were 269,739 shares of Class A common stock authorized under the Incentive Award Plan. The shares of Class A common stock authorized under the Incentive Award Plan will increase annually, beginning on January 1, 2023 and continuing through 2031, by the lesser of (i)5% of the then outstanding common stock, or (ii) a smaller amount as agreed by the Board. As of December 31, 2025, a total of 627,818 shares of Class A common stock were authorized under the Incentive Award plan.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) under the Incentive Award Plan. The RSUs are unfunded, unsecured rights to receive, on the applicable settlement date, shares of our Class A common stock or an amount in cash or other consideration determined by the plan administrator to be of equal value as of such settlement date. RSUs are issued to eligible employees under the Incentive Award Plan, subject to the employee’s continued employment with the Company through the applicable vesting date. The RSUs generally vest betweentwo tofour years. Expense related to RSUs granted to non-employee directors is recognized on a straight-line basis over the vesting period, with newly appointed non-employee directors grants and grants to continuing non-employee directors vesting over aone-year period.

The following table summarizes the activity related to the Company’s restricted stock units:

(1)In the fourth quarter of 2025, the Company granted a one-time equity award equal to six percent (6%) of the fully diluted outstanding equity of the Company as of November 11, 2025, comprised of RSUs, to the CEO, John Larson. Of such RSUs,31.25% vested on the grant date and the remaining RSUs will vest in quarterly installments following June 23, 2025, such that the award will be fully vested on the third anniversary of June 23, 2025, subject to Mr. Larson’s continued service through the applicable vesting dates. The RSUs are subject to accelerated vesting upon a change in control and equitable adjustment in the event of certain other extraordinary transactions.

The total fair value of RSUs vested and converted into shares during 2025 and 2024 was $4.6 million and $4.1 million, respectively.

Special Performance Stock Units

In April 2024, the Company granted SPSUs under the Incentive Award Plan. The SPSUs are unfunded, unsecured rights to receive, if the Company achieves certain stock price targets (measured as a volume-weighted stock price over 30 consecutive trading days) at any time until the three year anniversary of the grant date and the grantee remains an employee of the Company, shares of our Class A common stock or an amount in cash of equal fair market value of a share on the day immediately preceding the settlement date. As the SPSUs contain a market condition, the Company will recognize the full amount of compensation expense regardless of if the stock price targets are achieved, but only as long as the grantee remains an employee of the Company.

The SPSUs are divided into three tranches. The fair value of the SPSUs granted in the twelve months ended December 31, 2024 were derived using a Monte Carlo simulation. Grant date fair value for thethree tranches was determined to fall within the range of $42.80 to $57.20, on a post-reverse stock split basis. The grant date fair values of the SPSUs are a non-recurring measurement and are considered a level 3 estimate. The SPSUs have a requisite service period ofthree years over which compensation expense will be recognized.

The following table summarizes the activity related to the Company’s special performance stock units:

Executive Performance Stock Units

In January 2024, the Company granted Executive Performance Stock Units (“EPSUs”) to the former Chief Executive Officer (“CEO”), Chris Metz, under the Incentive Award Plan. The EPSUs were unfunded, unsecured rights to receive, if the Company achieved certain stock price targets (measured as a volume-weighted stock price over 100 consecutive trading days) at any time until the three and half year anniversary of the grant date and the grantee remained an employee of the Company, shares of the Company’s Class A common stock or an amount in cash of equal fair market value of a share on the day immediately preceding the settlement date. These awards were modified in connection with the grant of SPSUs in April 2024, increasing the number of awards granted, lowering the stock price targets and changing the number of days used for the volume-weighted stock price measure to 30 consecutive trading days. In February 2025, Chris Metz resigned his position as CEO, resulting in the immediate forfeiture of the EPSUs and reversal of the expense incurred to date of $1.8 million.

Employee Stock Purchase Plan

In October 2021, the Board adopted, and the stockholders of the Company approved, the 2021 Employee Stock Purchase Plan (the “ESPP”). The maximum number of shares of common stock which will be authorized for sale under the ESPP is equal to the sum of (a)40,461 shares of Class A common stock and (b) an annual increase on the first day of each fiscal year beginning in 2023 and ending in 2031, equal to the lesser of (i)0.5% of the shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such number of shares of common stock as determined by the Board; provided, however, no more than 161,843 shares of common stock may be issued under or transferred pursuant to rights granted under Section 423 Component (as defined within the ESPP) of the ESPP (which numbers may be adjusted pursuant to the ESPP).

As of December 31, 2025,76,538 shares of Class A common stock were authorized for sale under the ESPP and awards with respect to 9,881 shares of Class A common stock have been issued under the ESPP.