Solo Brands, Inc.

NOTE 25 -Subsequent Events

Merger

On December 17, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Solo Stove Holdings, LLC (“Holdings”), Solo Merger Sub LLC (“Merger Sub”), a wholly owned subsidiary of the Company formed for the sole purpose of effecting the transaction, and SP SS Blocker Purchaser, LLC (“Blocker”). Pursuant to the Merger Agreement, effective January 1, 2026, Merger Sub merged with and into Holdings, with Holdings surviving as a wholly owned subsidiary of the Company. The Merger was part of a series of internal legal reorganization transactions undertaken to simplify the Company’s organizational structure and eliminate its umbrella partnership-C corporation (UP-C) structure (the “Corporate Simplification”).

As a result of the Merger, all issued and outstanding LLC Units of Holdings (other than those held by the Company or Blocker) were cancelled and converted into shares of the Company’s Class A common stock, and all outstanding shares of the Company’s Class B common stock were retired and cancelled. Following the Merger, Holdings is a wholly owned subsidiary of the Company, and no LLC Units or Class B common stock remain outstanding.

The Merger and related transactions were intended to simplify the Company’s organizational structure and are expected to limit material cash payment obligations that might otherwise have arisen under the Tax Receivable Agreement in 2026 and future periods. The Tax Receivable Agreement remains in effect following the Merger.

The Corporate Simplification resulted in a change in tax status of certain entities within the consolidated group, as the Merger, while not altering the Company’s legal entity structure, enabled the Company to elect to file a consolidated U.S. federal income tax return (and, where permitted by statute, consolidated or combined state income tax returns), which the Company intends to do. Accordingly, the income tax accounting effects of the transaction will be reflected in the first quarter of 2026, the period in which the change in tax status became effective.

As a result, the Company expects to remeasure its deferred tax assets and liabilities on a consolidated basis rather than on a separate-entity basis and to reassess the related valuation allowance. In connection with this reassessment, the Company expects to utilize the deferred tax liabilities of the Chubbies segment to support the realizability of deferred tax assets within the consolidated group, resulting in an anticipated income tax benefit of approximately $6.8 million to be recorded in the first quarter of 2026. The Company does not expect to record a liability under the Tax Receivable Agreement in connection with the Corporate Simplification, as any such obligation is not expected to be material.

Tariffs

On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act ("IEEPA") does not authorize a U.S. President to impose tariffs during peacetime national emergencies and that the challenge to the legality of the tariffs imposed under the IEEPA (the "incremental tariffs") was within the exclusive jurisdiction of the U.S. Court of International Trade ("CIT"), thus affirming the prior decision of the CIT in V.O.S. Selections, Inc. v. United States. As a result, on February 20, 2026, the U.S. President issued an executive order stating that the incremental tariffs were no longer in effect and ending the collection of the incremental tariffs. However, the U.S. President then issued an additional executive order imposing tariffs pursuant to Section 122 of the Trade Act of 1974 for 150 days, effective on

February 24, 2026. The Company is currently assessing the impact of these actions on its operations and consolidated financial statements, including our ability to recover incremental tariffs the Company has paid.