Solo Brands, Inc.

You should carefully consider the risk factors set forth under Part I, Item 1A. "Risk Factors" in our 2025 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 2025 Form 10-K other than the below.

Our Class A common stock is quoted on OTCQB, an over-the-counter market. There can be no assurance that our Class A common stock will continue to trade on the OTCQB or on another over-the-counter market or securities exchange.

Our Class A common stock began trading on the OTCQB, an over-the-counter market, in April 2026 under the symbol “SBDS.” The over-the-counter market is a significantly more limited market than a nationally recognized securities exchange such as NYSE, and the quotation of our Class A common stock on the over-the-counter market may result in a less liquid market available for existing and potential shareholders to trade shares of our Class A common stock. Securities traded in the over-the-counter market generally have less liquidity due to factors such as the reduced number of investors that will consider investing in the securities, the reduced number of market makers in the securities, and the reduced number of securities analysts that follow such securities. In addition, as a result, holders of shares of our Class A common stock may find it difficult to resell their shares at prices quoted in the market or at all. This could have an adverse effect on our ability to raise capital and otherwise adversely affect the market price of our Class A common stock. We cannot provide any assurances as to if, or when, we may be in a position to relist our Class A common stock on a nationally recognized securities exchange.