Solo Brands, Inc.
For the period ended Dec 31, 2025. Filed Mar 23, 2026.
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FY2025 · Filed Mar 23, 2026
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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 | 47 |
| Report of Independent Registered Public Accounting Firm | 48 |
| Consolidated Balance Sheets | 49 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) | 50 |
| Consolidated Statements of Cash Flows | 51 |
| Consolidated Statements of Equity (Deficit) | 53 |
(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 | |||||
| 2.1† | Agreement and Plan of Merger, dated December 17, 2025, by and between Solo Merger Sub LLC, Solo Stove Holdings, LLC and Solo Brands, Inc. | 8-K | 001-40979 | 2.1 | 12/17/2025 |
| 3.1 | Amended and Restated Certificate of Incorporation of Solo Brands, Inc. | S-8 | 333-260826 | 4.1 | 11/5/2021 |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Solo Brands, Inc., dated May 27, 2025 | 8-K | 001-40979 | 3.1 | 5/29/2025 |
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Solo Brands, Inc. | 8-K | 001-40979 | 3.1 | 7/8/2025 |
| 3.4 | 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 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed / Furnished Herewith |
| 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 | |
| 10.7 | Amendment No. 4 to Credit Agreement and Limited Waiver and Amendment No. 1 to Security Agreement, dated as of June 13, 2025, with respect 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 (including Annex A, which is a conformed copy of the Amended Credit Agreement) | 8-K | 001-40979 | 10.1 | 6/16/2025 | |
| 10.8# | 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 | |
| 10.9 | Form of Solo Stove Holdings, LLC and SS Management Aggregator, LLC Incentive Equity Agreement | S-1/A | 333-260026 | 10.10 | 10/25/2021 | |
| 10.10 | 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 | |
| 10.11# | Solo Brands, Inc. 2021 Incentive Award Plan | * | ||||
| 10.12# | Form of Stock Option Agreement under the Solo Brands, Inc. 2021 Incentive Award Plan. | S-1/A | 333-260026 | 10.13 | 10/25/2021 | |
| 10.13# | 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 | |
| 10.14# | Form of Restricted Stock Agreement under the Solo Brands, Inc. 2021 Incentive Award Plan | S-1/A | 333-260026 | 10.15 | 10/25/2021 | |
| 10.15# | Form of Performance Stock Unit Award under the Solo Brands, Inc. 2021 Incentive Award Plan | 10-Q | 001-40979 | 10.1 | 11/10/2022 | |
| 10.16# | 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 | |
| 10.17# | Solo Brands, Inc. 2021 Employee Stock Purchase Plan | * | ||||
| 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# | Amended and Restated Non-Employee Director Compensation Policy | 10-Q | 001-40979 | 10.1 | 11/7/2024 | |
| 10.20# | 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 | |
| 10.21# | 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 | |
| 10.22# | 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 | |
| 10.23# | Employment Agreement, by and between the Company and John P. Larson, dated July 17, 2025 | 8-K | 001-40979 | 10.2 | 7/23/2025 | |
| 10.24# | Employment Agreement, by and between the Company and Liz Vanzura, dated June 20, 2025 | 10-Q | 001-40979 | 10.2 | 11/6/2025 | |
| 10.25# | Side Letter to Employment Agreement with John Larson, dated November 11, 2025 | 8-K | 001-40979 | 10.1 | 11/17/2025 | |
| 19.1 | Insider Trading Compliance Policy | * | ||||
| 21.1 | List of subsidiaries of Solo Brands, Inc. | * | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm (BDO USA, P.C.) | * | ||||
| 23.2 | Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) | * | ||||
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed / Furnished Herewith |
| 31.1 · Certification of 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 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 | * | ||||
| 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). | |||||
| † | * Certain exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2)(ii), as may be applicable, of Regulation S-K and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. | |||||
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