Solo Brands, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands)

NOTE 1 –Organization and Basis of Presentation

Organization

Solo Brands, Inc. and its subsidiaries (the “Company,” “we,” “our,” or “us”) is a branded outdoor lifestyle company that develops, markets, and sells products across outdoor cooking, outdoor recreation, casual apparel, and watersports categories. The Company’s portfolio includes Solo Stove, which offers fire pits, griddles, coolers, and related accessories; Chubbies, which offers casual apparel, activewear, and swimwear; and its Watersports brands, including International Surf Ventures (“ISLE”), which offers inflatable and hard paddle boards and related accessories, and Oru Kayak (“Oru”), which offers folding kayaks and accessories. The Company’s products are sold through direct-to-consumer channels, retail partners, and distributors in the United States and internationally.

Basis of Presentation

The unaudited consolidated financial statements contained herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules of the United States Securities and Exchange Commission (“SEC”). Accordingly, these unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. The unaudited consolidated financial statements include those of our wholly-owned and majority-owned subsidiaries and an entity consolidated under the variable interest entity model. Intercompany balances and transactions are eliminated in consolidation. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). Certain prior period amounts have been conformed to the current period’s presentation.

Included below are selected significant accounting policies. Refer to Note 2 - Significant Accounting Policies, within the “2025 Form 10-K for the full list of significant accounting policies.

Reverse Stock Split

On July 8, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a ratio of 1-for-40. The reverse stock split did not change the par value or the authorized number of shares of the Company’s common stock. The Company’s consolidated financial statements present the retroactive effect of the reverse stock split on the Company’s Class A and Class B common stock and per share amounts for all periods presented.

On December 17, 2025, as part of the Corporate Simplification transactions, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Solo Stove Holdings, LLC (“Holdings”) and Solo Merger Sub LLC (“Merger Sub”), a subsidiary of Solo Brands, Inc. and SP SS Blocker Purchaser, LLC (“Blocker”), formed for the sole purpose of merging with and into Holdings. Pursuant to the Merger Agreement, effective January 1, 2026 (the “Effective Time”), Merger Sub merged with and into Holdings, with Holdings continuing as the surviving entity (the “Merger”) as a wholly owned subsidiary of Solo Brands, Inc., as described further in Note 11, Income Taxes and Note 12, Equity.

The Company’s ownership interest in Holdings was 100.0% and 66.1% as of June 30, 2026 and 2025, respectively.

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 incremental tariffs was within the exclusive jurisdiction of the U.S. Court of International Trade (“CIT”), thus affirming a prior decision of the CIT that the U.S. President lacked authority to impose incremental tariffs. The Company filed a lawsuit in the CIT challenging the legality of incremental tariffs and the Company sought to recover the incremental tariffs paid in 2025 and 2026.

The Company began receiving refunds in May 2026 and elected to recognize these tariff refunds in accordance with gain contingency accounting under ASC 450-30, Gain Contingencies. During the three and six months ended June 30, 2026, the Company received $9.9 million in IEEPA tariff refunds, of which $5.9 million was recorded as a reduction to cost of goods sold and $0.3 million was recorded as interest income within interest expense, net, on the unaudited consolidated statements of operations and comprehensive income (loss). As of June 30, 2026, $3.7 million was recorded as a reduction to inventory on the unaudited consolidated balance sheets.

The Company has filed for $10.5 million of IEEPA tariff refund claims in total and received the remaining $0.6 million of refunds subsequent to June 30, 2026. The Company continues to monitor developments related to these IEEPA tariff refunds and assess the potential impact on its consolidated financial statements.

Going Concern

The unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

On June 13, 2025, the Company entered into Amendment No. 4 to the Credit Agreement and Limited Waiver and Amendment No. 1 to Security Agreement (the “2025 Credit Agreement”), which amended the credit agreement dated May 12, 2021 (as amended, the “Credit Agreement”) by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. The 2025 Credit Agreement restructured the Company’s outstanding revolving and term loans, extended certain maturities, reduced near-term cash interest requirements through the ability to make certain interest payments in-kind and deferred compliance with certain financial covenants for a defined period of time.

Beginning with the quarter ending September 30, 2026, the Company will be required to comply with additional financial covenants under the 2025 Credit Agreement, including leverage, fixed charge coverage and minimum liquidity requirements, as described further in Note 10, Debt, Net.

In evaluating its ability to continue as a going concern for the twelve months following the issuance of these unaudited consolidated financial statements, management projects compliance with these financial covenants. However, the risks associated with variability in the Company’s operating performance could affect future covenant compliance, and raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance of these unaudited consolidated financial statements. Management developed plans intended to mitigate these conditions, including optimization of the Company's distribution and fulfillment network, reductions in marketing spend and other fixed operating costs, and prioritization of available cash towards debt and other obligations. These plans alleviate the substantial doubt about the Company’s ability to continue as a going concern for at least the twelve months following the issuance of these unaudited consolidated financial statements. Furthermore, as disclosed within Tariffs above, the Company began receiving IEEPA tariff refunds during the second quarter of 2026 and has received all refunds filed for, including refunds received subsequent to June 30, 2026, which has provided additional financial flexibility in support of the Company’s ability to continue as a going concern.

If the Company does not achieve the expected benefits from these operational initiatives or if operating results or liquidity deteriorate, the Company could be required to seek additional capital through equity or debt financings or other sources. There can be no assurance that such financing would be available on acceptable terms, or at all.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates and assumptions about future events and their effects cannot be made with certainty. Estimates may change as new events occur when additional information becomes available and if our operating environment changes. Actual results could differ from our estimates.

Concentrations of Credit Risk

The Company extends trade credit to its retail customers on terms that generally are practiced in the industry. The Company periodically performs credit analyses and monitors the financial condition of its customers to reduce credit risk. The Company performs ongoing credit evaluations of its customers, but generally does not require collateral to support accounts receivable. Accounts receivable mostly consist of amounts due from our business-to-business customers.

As of June 30, 2026, Costco and Dick’s Sporting Goods represented 24.9% and 12.6%, respectively, of total outstanding accounts receivable. As of December 31, 2025, Dick’s Sporting Goods and Spreetail represented 28.0% and 12.7%, respectively, of total outstanding accounts receivable. There are no other significant concentrations of receivables that represent a significant credit risk.

Debt Issuance Costs

Debt issuance costs related to term debt are recorded as a direct deduction from the carrying value of the associated debt liability on the consolidated balance sheets. The costs are amortized using the effective interest rate method over the term of the related debt. Debt issuance costs related to revolving loans are recorded within other non-current assets and amortized straight-line over the term of the related debt. Amortization of debt issuance costs are recorded as a component of interest expense, net on the consolidated statements of operations and comprehensive income (loss). Costs incurred in connection with an expected refinancing, restructuring or debt issuance are capitalized and recorded within other non-current assets.

Restructuring, Contract Termination and Impairment Charges

Restructuring, contract termination and impairment charges are primarily comprised of severance and employee-related benefits, contract termination fees and impairment charges. We recognize employee severance costs as a liability at estimated fair value, at the time of communication to affected employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Contract termination fees include costs incurred to terminate a contract and the impacts to related assets or liabilities associated with these contracts. Asset impairment charges include impairments of long-lived assets, including intangible assets and goodwill, as addressed in Note 2 - Significant Accounting Policies, in the 2025 Form 10-K. Restructuring, contract termination and asset impairment activities are recognized when they are incurred and included in restructuring, contract termination and impairment charges on the unaudited consolidated statements of operations and comprehensive income (loss).

Commitments and Contingencies

From time to time, the Company is involved in various legal proceedings. While the Company intends to prosecute and defend any lawsuit vigorously, the Company presently believes that the ultimate outcome of any currently pending legal proceeding will not have any material adverse effect on its financial position, cash flows, or results of operations. However, litigation is subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, which could impact the Company’s business and the results of operations for the period in which the ruling occurs or future periods. Based on the information available, the Company evaluates the likelihood of potential outcomes. The Company records the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, the Company does not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. The unaudited consolidated balance sheets do not include a liability for any potential obligations as of June 30, 2026 or December 31, 2025.

Recently Issued Accounting Pronouncements - Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), that requires the disclosure of certain amounts included in certain expense captions on the face of the income statement. The FASB subsequently issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) to clarify the effective date of ASU 2024-03. The guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements, but will require certain additional disclosures. The Company does not expect to early adopt at this time.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 modernizes the accounting for internal-use software by removing all references to prescriptive and sequential software development stages. ASU 2025-06 requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. The Company does not expect to early adopt at this time.

NOTE 2 -Restructuring, Contract Termination and Impairment Charges

2026 Restructuring Activity

The cost saving initiatives identified and executed upon during the six months ended June 30, 2026 were designed to reduce operational expenditures over the long-term. The key cost saving initiatives and operational planning activities undertaken during the six months ended June 30, 2026 were as follows:

•retention payments to key personnel to support the sustainment of operations and focus on cost saving and operational improvements, resulting in recognition of restructuring charges of $0.5 million during the period; and

•reduction in force (“RIF”) of management and non-management personnel in an effort to align headcount with the operational needs of the business resulting in a moderate decline in related expenses in the short term, with the significance of the savings anticipated to be recognized in future periods, resulting in a restructuring charge of $0.3 million.

•Contract Termination

•early termination of the Company’s Salt Lake City distribution center leaseto reduce fixed costs in the short term and in future periods, which resulted in a contract termination benefit of$0.2 million upon recognition of the lease modification.

•Facility Closure

•closure of Oru’s manufacturing facility to reduce fixed costs in the short term and in future periods, as well as eliminate the Company’s only manufacturing operation, resulting in recognition of restructuring charges of$0.4 million during the period related to severance costs andimpairment charges of$0.8 million, or an aggregate charge to expense of$1.2 million. Refer to Note 4, Inventory for additional information on a related inventory write-down recorded during the period.

2025 Restructuring Activity

In 2025, management, along with our Board of Directors, engaged strategic consulting firms to assist with improving our financial results. This operational improvement involved the engagement of restructuring, legal and investment banking consultants to perform financial planning, forecasting and project management activities. Certain of these strategic consulting firms assisted and continue to assist in developing operational plans for the near- and long-term, as well as identifying cost saving initiatives to reduce our operational expenses and aid in the development of enhanced internal reporting to deliver timely insight to management.

The cost saving initiatives identified and executed upon during thesix months ended June 30, 2025 were designed to reduce operational expenditures over the long-term. The key cost saving initiatives and operational planning activities undertaken during thesix months ended June 30, 2025 were as follows:

•retention payments to key personnel to support the sustainment of operations and focus on cost saving and operational improvements, resulting in a restructuring charge of $5.7 million;

•RIF of management and non-management personnel in an effort to align headcount with the operational needs of the business resulting in a moderate decline in related expenses in the short term, with the significance of the savings anticipated to be recognized in future periods, resulting in a restructuring charge of$0.9 million; and

•expenses related to the strategic consulting firms discussed above, resulting in a restructuring charge of$6.5 million.

•Contract Terminations

•termination of an underperforming licensing agreement in an effort to redeploy the allocated funds for operational purposes, resulting in a charge to contract termination of $2.5 million; and

•settlement of a termination fee with a former advertising services vendor, with a previously accrued balance of $5.4 million that was settled for $4.0 million, a $1.4 million benefit to the Company.

•Facility Closures

•closure oftwo distribution centers to reduce fixed costs in the short term and in future periods, as well as eliminate unnecessary capacity, resulting in restructuring charges of$0.5 million, impairment charges of$0.5 million, and contraction termination of$0.2 million, or an aggregate charge to expense of$1.2 million.

The components of the restructuring, contract termination and impairment charges are as follows (in thousands):

(1)Includes immaterial amounts not outlined in the narrative above.

The Company expects to continue to evaluate and identify additional cost-saving initiatives that it may execute in the near term, with potential expenses to be incurred at the onset of said initiative that will be reflected within restructuring, contract termination and/or impairment charges. As of June 30, 2026, the Company is unable to estimate the potential upfront costs of these future cost saving initiatives, due to their preliminary nature.

NOTE 3 –Revenue

The Company primarily engages in direct-to-consumer transactions, which are comprised of product sales directly from the Company’s website, and business-to-business transactions, or retail, which are comprised of product sales to retailers, including where possession of the Company’s products is taken and sold by the retailer in-store or online.

The following table disaggregates net sales by channel (in thousands):

The following table disaggregates net sales by product (in thousands):

The following table disaggregates net sales by geographic region (in thousands):

NOTE 4 –Inventory

Inventory consisted of the following (in thousands):

(1)During the three and six months ended June 30, 2026, the Company recognized an inventory writedown of $1.4 million of raw materials related to the closure of the Oru manufacturing facility within cost of goods sold on the unaudited consolidated statements of operations and comprehensive income (loss). See Note 2, Restructuring, Contract Termination and Impairment Charges for additional information.

NOTE 5 –Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

NOTE 6 –Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

Depreciation and amortization expense for property and equipment was $1.8 million and $3.5 million for the three and six months ended June 30, 2026, respectively, compared to $1.8 million and $3.9 million for the three and six months ended June 30, 2025, respectively.

During the three and six months ended June 30, 2026, the Company recognized an impairment of property and equipment, net, of $0.8 million related to the closure of the Oru manufacturing facility. See Note 2, Restructuring, Contract Termination and Impairment Charges for additional information.

NOTE 7 –Intangible Assets, Net

Intangible assets consisted of the following (in thousands):

(1) Includes aggregate impairments for brand of $77.3 million, trademarks of $7.1 million, customer relationships of $0.5 million and patents of $6.8 million as of June 30, 2026 and December 31, 2025.

NOTE 8 –Goodwill

The carrying value of goodwill at our Chubbies reporting unit, the only reporting unit with remaining goodwill, was $73.1 million as of June 30, 2026 and December 31, 2025.

NOTE 9 –Accrued Expenses and Other Current Liabilities

Significant accrued expenses and other current liabilities were as follows (in thousands):

(1) The decrease in income taxes is primarily related to the Corporate Simplification, see Note 11, Income Taxes for further information.

NOTE 10 –Debt, Net

Debt, net consisted of the following (in thousands):

Revolving Credit Facility and Term Loan

On June 13, 2025, the Company entered into Amendment No. 4 to Credit Agreement and Limited Waiver and Amendment No. 1 to Security Agreement (the “2025 Credit Agreement”) with JPMorgan Chase Bank, N.A., the Lenders and L/C Issuers party thereto (each as defined therein) and the other parties thereto. The 2025 Credit Agreement consists of (i) a term loan with an aggregate principal amount of $240 million (“2025 Term Loan”) and (ii) a revolving credit facility with an initial committed amount of $90 million (“2025 Revolving Credit Facility”). The 2025 Revolving Credit Facility includes (i) a sub-limit of $10 million for swing line loans and (ii) a separate sub-limit of $20 million for the issuance of letters of credit.

Pursuant to the 2025 Credit Agreement, the maturity date of the 2025 Revolving Credit Facility and 2025 Term Loan is June 30, 2028. The Company is required to make mandatory quarterly principal payments on the 2025 Term Loan as follows: (a) beginning with the fiscal quarter ending on June 30, 2026, the aggregate outstanding principal amount of 2025 Term Loan as of June 13, 2025 multiplied by 0.25% and (b) beginning with the fiscal quarter ending on June 30, 2027, the aggregate outstanding principal amount of the 2025 Term Loan as of June 13, 2025 multiplied by 1.00%.

Each of the 2025 Revolving Credit Facility and 2025 Term Loan bears interest at (depending on the Company’s election from time to time) either an adjusted term rate defined in the agreement based on SOFR or the base rate defined in the credit agreement, each plus an applicable margin. The interest is payable in kind (“PIK”), and thus capitalized thereon and increasing the principal balance thereof, (i) on a quarterly basis through March 31, 2026, and (ii) for the period beginning on April 1, 2026 and ending on March 31, 2027, upon the Company’s election, and (iii) after March 31, 2027, it is only payable in cash. The Company elected not to pay in PIK for the three months ended June 30, 2026, and PIK capitalized for the six months ended June 30, 2026 was $5.8 million. The unfunded portion of the commitments under the 2025 Revolving Credit Facility will accrue an annual commitment fee of 0.50%. As of June 30, 2026, the interest rate on the 2025 Term Loan was 9.23%, and the weighted-average interest rates on the 2025 Term Loan and 2025 Revolving Credit Facility for the six months ended June 30, 2026 were 9.14% and 7.16%, respectively.

As of June 30, 2026, availability for future draws on the 2025 Revolving Credit Facility based on the borrowing base as of such date was $57.2 million, net of $5.8 million of letters of credit issued and outstanding.

As of June 30, 2026, the Company was in compliance with all covenants under the 2025 Credit Agreement.

As of June 30, 2026, the future maturities of principal amounts of our total debt obligations through maturity consists of the following:

NOTE 11 –Income Taxes

On December 17, 2025, the Company entered into the Merger Agreement with Holdings, Merger Sub and 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”).

The Corporate Simplification was intended to simplify the Company’s organizational structure and is expected to reduce future cash payment obligations that may otherwise have arisen under the Tax Receivable Agreement. The Tax Receivable Agreement remains in effect following the Merger; however, no liability has been recorded as of June 30, 2026 due to its immateriality and the impact of valuation allowances.

The Corporate Simplification resulted in a change in the tax status of certain entities within the consolidated group. As a result of the Merger, the Company is permitted to file a consolidated U.S. federal income tax return (and, where applicable, consolidated or combined state income tax returns). The Company remeasured its deferred tax assets and liabilities on a consolidated basis, rather than on a separate-entity basis, to reflect this change in tax status. The remeasurement resulted in an adjustment to increase our total deferred tax assets by $1.4 million, with an equally offsetting adjustment to our valuation allowance, resulting in no change to our net deferred tax assets and additional paid-in capital in the Company’s unaudited consolidated statements of equity (deficit) as of January 1, 2026.

In connection with the Corporate Simplification, the Company separately assessed its valuation allowance, inclusive of realization of deferred tax liabilities within the consolidated group, including those associated with the Chubbies segment, to support the realizability of deferred tax assets. This resulted in the reduction of a portion of the Company’s existing valuation allowance and a corresponding recognition of an income tax benefit of $6.6 million during the six months ended June 30, 2026.

Provision for Income Taxes

The Company is subject to U.S. federal, state and local, and foreign income taxes in the jurisdictions in which the Company operates. As a result of the Corporate Simplification, the Company expects to elect to file a consolidated tax return for U.S. federal and state purposes (where applicable) for our domestic operations across all entities. Furthermore, our foreign operations are subject to income taxes for our Oru Mexico and Solo Stove entities.

Our forecasted annual effective tax rate (“AETR”), as calculated for our tax filing jurisdictions generating earnings, was 24.3% as of June 30, 2026. The effective income tax rate was (3.2)% and 39.7% for the three and six months ended June 30, 2026, respectively, compared to (8.7)% and (13.3)% for the three and six months ended June 30, 2025, respectively. The change in the effective income tax rate for the three and six months ended June 30, 2026 was primarily driven by the effects of the Corporate Simplification and related valuation release.

The Company’s income tax expense (benefit) is as follows (in thousands):

Income taxes represent federal, state, local, and foreign income taxes on a consolidated basis for the three and six months ended June 30, 2026, and the Company’s allocable share of taxable income of Holdings, as well as Oru’s and Chubbies’ federal, state, and local income taxes and foreign income taxes related to international subsidiaries for the three and six months ended June 30, 2025.

Deferred Tax Assets and Liabilities

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of June 30, 2026, the Company concluded, based on the weight of all available positive and negative evidence, that all of the Company’s deferred tax assets are more likely than not to be unrealized resulting in the Company recording a full valuation allowance against the deferred taxes of Solo Brands, Inc. and subsidiaries.

NOTE 12 –Equity

As a result of the Corporate Simplification, described in further detail in Note 11, Income Taxes, 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 Corporate Simplification was accounted for as a transaction between entities under common control. As a result, the noncontrolling interest attributable to the former LLC Unit holders was reclassified to additional paid-in capital in the Company’s unaudited consolidated statements of equity (deficit) as of the effective date of January 1, 2026.

NOTE 13 –Fair Value Measurements

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on a recurring basis on our consolidated balance sheets include cash and cash equivalents, restricted cash, accounts receivable, net, accounts payable and other debt. The fair value of the Company's cash and cash equivalents, accounts receivable, net and accounts payable approximate their carrying values due to the short-term nature of the instruments.

The Company’s outstanding debt related to the 2025 Credit Agreement, as discussed in Note 10, Debt, Net, is recorded at carrying value, less associated debt issuance costs, and the Company believes carrying value approximates fair value based on the variable nature of interest at market rates using Level 2 inputs.

NOTE 14 –Net Income (Loss) Per Class A Common Stock

Basic net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Solo Brands, Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Solo Brands, Inc. by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The weighted average number of shares has been retrospectively adjusted as a result of the 1-for-40 reverse stock split effected in the third quarter of 2025. See Note 1, Organization and Basis of Presentation for additional information.

The following table sets forth the calculation of the basic and diluted net income (loss) per share for the Company’s Class A common stock (in thousands, except per share data):

NOTE 15 -Variable Interest Entities

Consolidated Variable Interest Entities (“VIE”)

As of June 30, 2026 and December 31, 2025, we consolidatedone entity that is a VIE, that relates to a manufacturing entity for Oru, for which we are the primary beneficiary. Through a management agreement governing the entity, we manage the entity and handle all day-to-day operating decisions. Accordingly, we have the decision-making power over the activities that most significantly impact the economic performance of our VIE and an obligation to absorb losses or receive benefits from the VIE that could potentially be significant to the VIE. These decisions and significant activities include, but are not limited to, manufacturing schedules, production processes, units of production and types of products. The Company is contractually obligated to provide financial support to the VIE.

In June 2026, the Company initiated the process for closing the Oru manufacturing facility which resulted in an impairment of the VIE’s property and equipment, net, of $0.3 million. See Note 2, Restructuring, Contract Termination and Impairment Charges for more information. There was no change to the VIE determination as a result of this closure as of June 30, 2026.

Total assets of the VIE included on the consolidated balance sheets as of June 30, 2026 and December 31, 2025 were $1.3 million and $1.5 million, respectively. Total liabilities of the VIE included on the consolidated balance sheets as of June 30, 2026 and December 31, 2025 were $0.3 million and $0.2 million, respectively, and excludes an intercompany note payable to the Company of $3.0 million and $2.5 million, respectively, which is eliminated in consolidation.

The VIE’s assets may only be used to settle the VIE’s obligations and may not be used for other consolidated entities. The VIE’s liabilities are non-recourse to the general credit of the Company’s other consolidated entities.

Unconsolidated VIE

In June 2025, the Company disposed of 100% of the equity interests of the subsidiaries operating the TerraFlame business, which included disposition of the TerraFlame fixed assets. Subsequently, the Company maintains exclusive rights to TerraFlame intellectual property and the right to distribute TerraFlame products. The Company performed a VIE analysis and determined that, upon disposal, TerraFlame was a VIE, but that the Company is not its primary beneficiary. The Former Sellers have the power due to their (i)100% equity ownership of the VIE, (ii) ability to direct the VIE and (iii) make all significant decisions that impact the economic performance of the VIE. The Company’s maximum exposure to loss to the unconsolidated VIE is limited to the annual minimum purchase commitment of $0.8 million.

NOTE 16 -Segments

The Company conducts its worldwide operations through operating segments, each of which represents major product lines. Operations are conducted in the U.S. and various foreign locations, primarily in Europe, Canada and Asia-Pacific. Segment reporting is based upon the “management approach,” i.e., how we organize operating segments for which separate financial information is (i) available and (ii) evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer.

During the three months ended June 30, 2026, the ISLE and Oru operating segments were revised into one operating and reportable segment, Watersports, to align with how separate financial information is evaluated by the CODM, and how that information is used to assess performance and allocate resources.

The Company’s revised three reportable segments are as follows:

(1)While certain assets and manufacturing operations of the TerraFlame business were disposed of during the second quarter of 2025, the Company continues to be sole distributor of TerraFlame products and recognizes the resulting profit or loss from the Company’s distribution activities within the Solo Stove reporting unit.

All prior period comparative segment information has been recast to reflect our current period segment determination.

IcyBreeze, which was wound down during the fourth quarter of 2024 and whose brand name has been discontinued, did not meet the criteria necessary to be considered a reportable segment. IcyBreeze’s trailing results are included within All Other for the three and six months ended June 30, 2025.

Our CODM relies on internal management reporting that analyzes our segment’s adjusted EBITDA, which he utilizes to assess performance as compared to historical results and budget and forecast amounts, and allocate capital and investment in new products. The CODM also uses segment adjusted EBITDA to determine product pricing and strategy, and marketing spending relative to revenue returns. As segment assets are not reported to or used by the CODM to measure business performance or allocate resources, total segment assets are not presented below.

We define segment adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization expenses, restructuring, contract termination and impairment charges, equity-based compensation expense, and other costs that are believed by management to be non-operating in nature and not representative of the Company’s core operating performance, including business optimization and expansion expense, changes in fair value of contingent earn-out liability, management transition costs, and costs associated with the refinancing amendment.

The following tables present segment information for net sales, significant expenses and the reconciliation of segment adjusted EBITDA to consolidated income (loss) before taxes (in thousands):

(1)Cost of goods sold for Watersports excludes a $1.4 million inventory writedown of raw materials related to the closure of the Oru manufacturing facility for the three and six months ended June 30, 2026 as it is not considered a component of segment adjusted EBITDA for purposes of review and resource allocation by the CODM. Corporate and other non-segment operating expenses includes this inventory writedown for reconciliation purposes.

(2)Includes expenses for seller fees, shipping and fulfillment, along with certain fixed and other variable expenses incurred in the normal course of business.

(3)Includes net sales and expenses of our operating segments that did not meet the requirements to be considered a reportable segment, which includes the results of IcyBreeze for the three and six months ended June 30, 2025, as well as the consolidating elimination entries that are not specific to our reportable segments.

(4)Includes corporate general and administrative service expenses of $5.7 million and$11.7 million for the three and six months ended June 30, 2026, respectively, and $5.8 million and$12.7 million for the three and six months ended June 30, 2025, respectively, with the remaining non-segment operating expenses being primarily fixed costs.

Net sales exclude all intercompany sales between our reportable segments and All Other, as well as related profits, which were not material for the three and six months ended June 30, 2026 and 2025.

NOTE 17 -Related Parties

The Company occasionally enters into transactions with related parties in the normal course of business. One related party, which is wholly owned by an employee of Solo Brands and this employee’s immediate family, purchases merchandise from Solo Brands to sell in a certain geographical market, which is included in net sales on the unaudited consolidated statements of operations and comprehensive income (loss). There were nominal net sales associated with related parties for the three and six months ended June 30, 2026 and 2025.

Amounts receivable from this related party were nominal as of June 30, 2026 and December 31, 2025. The accounts receivable associated with this related party is included in accounts receivable, net on the unaudited consolidated balance sheets.