SBDS on OTC

Solo Brands, Inc.

American sporting and athletic goods company based in Grapevine2

In its 2026 annual report the company says: “We own and operate premium authentic outdoor brands with ingenious products influenced by customer feedback. We consistently deliver innovative, high-quality products that are loved by our customers and revolutionize the outdoor experience, build community and help everyday people reconnect with what matters most. Our brands develop innovative products and market them directly to customers primarily through our direct-to-consumer channel, which includes e-commerce and owned retail stores, as well as partnerships with key retailers.”5 Its shares trade on OTC under the symbol SBDS.2

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Last updated Oct 21, 2026.

Overview

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  • TickerSBDS on OTC2
  • IndustrySporting & Athletic Goods, NEC2
  • HeadquartersGrapevine, United States2
  • Incorporated inDE3
  • Business address1001 Mustang Dr, Grapevine, Tx 760513
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
  • Legal formLimited Liability Company2
  • LEI549300TX9CEZTZPWNQ742
  • StatusActive2
  • LEI statusIssued and current2
  • Registered address1999 Bryan St. Suite 900, 75201 Dallas, United States2
  • Registered withCorporations Section (Texas Secretary of State), 08014376772

We aim to help the customers in our communities live a good life by inspiring moments that create lasting memories. When we are at our best, our products serve as the centerpiece of awesome experiences and unlock nostalgia for past ones. We own and operate premium authentic outdoor brands with ingenious products influenced by customer feedback. We consistently deliver innovative, high-quality products that are loved by our customers and revolutionize the outdoor experience, build community and help everyday people reconnect with what matters most.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

59.4%Gross margin6
-35.8%Operating margin6
-45.9%Net margin6
-30.4%Revenue growth, 20256
-316.1%Return on equity6
5.22×Debt to equity6
-$51.2MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Fire Pits, Stoves And Accessories brought in 53% of the revenue Solo Brands, Inc. broke down this way in fiscal 2025.

  1. Fire Pits, Stoves And Accessories$167.2M653%down 44% from 2024
  2. Apparel$122.9M639%up 9% from 2024
  3. Product and Service, Other$26.4M68%down 41% from 2024
Products and services by year
Products and services20242025
Fire Pits, Stoves And Accessories$297.4M$167.2M
Apparel$112.7M$122.9M
Product and Service, Other$44.5M$26.4M

Business segments

Solo Stove Holdings, LLC brought in 53% of the revenue Solo Brands, Inc. broke down this way in fiscal 2025.

  1. Solo Stove Holdings, LLC$167.2M653%down 44% from 2024
  2. Chubbies$122.9M639%up 9% from 2024
  3. Corporate Segment and Other Operating$26.4M68%down 41% from 2024
Business segments by year
Business segments20242025
Solo Stove Holdings, LLC$297.4M$167.2M
Chubbies$112.7M$122.9M
Corporate Segment and Other Operating$44.5M$26.4M

Regions

United States brought in 93% of the revenue Solo Brands, Inc. broke down this way in fiscal 2025.

  1. United States$294.3M693%down 30% from 2024
  2. Outside the United States$22.3M67%down 29% from 2024
Regions by year
Regions20242025
United States$423.0M$294.3M
Outside the United States$31.5M$22.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development0¢$800.0K
  • Selling, general and admin56¢$176.2M
  • Other costs43¢$136.1M
  • Income tax1¢$3.4M

Out of $316.6M in revenue.6 The company lost money this year.

Financial statements

Revenue786$316.6M in 2025−22% since 2021
0$200.0M$400.0M$600.0M2021: $403.7M$403.7M20212022: $517.6M$517.6M2022+28%2023: $494.8M$494.8M2023−4%2024: $454.6M$454.6M2024−8%2025: $316.6M$316.6M2025−30%
Gross profit786$188.1M in 2025−27% since 2021
0$100.0M$200.0M$300.0M$400.0M2021: $258.9M$258.9M20212022: $318.2M$318.2M2022+23%2023: $302.2M$302.2M2023−5%2024: $260.3M$260.3M2024−14%2025: $188.1M$188.1M2025−28%
Operating income786-$113.5M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M2021: $68.9M$68.9M20212022: $364.0K$364.0K2022−99%2023: -$227.8M-$227.8M20232024: -$174.6M-$174.6M2024−23%2025: -$113.5M-$113.5M2025−35%
Net income76-$145.4M in 2025
-$200.0M-$150.0M-$100.0M-$50.0M0$50.0M2021: $10.7M$10.7M20212022: -$4.9M-$4.9M20222023: -$111.3M-$111.3M2023+2152%2024: -$180.2M-$180.2M2024+62%2025: -$145.4M-$145.4M2025−19%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Net sales$316.6M$454.6M
Cost of goods sold$128.5M$194.3M
Gross profit$188.1M$260.3M
Selling, general & administrative expenses$176.2M$262.2M
Restructuring, contract termination and impairment charges$93.5M$136.1M
Depreciation and amortization expenses$25.7M$25.7M
Other operating expenses$6.1M$10.9M
Total operating expenses$301.6M$434.9M
Income (loss) from operations-$113.5M-$174.6M
Interest expense, net$26.6M$14.0M
Other non-operating (income) expense$2.0M$528.0K
Total non-operating (income) expense$28.5M$14.5M
Income (loss) before income taxes-$142.0M-$189.2M
Income tax expense (benefit)$3.4M-$9.0M
Net income (loss)-$145.4M-$180.2M
Less: net income (loss) attributable to noncontrolling interests-$44.1M-$66.8M
Net income (loss) attributable to Solo Brands, Inc.-$101.3M-$113.4M
Net income (loss) attributable to Solo Brands, Inc.-$101.3M-$113.4M
Foreign currency translation, net of tax$160.0K-$204.0K
Comprehensive income (loss)-$145.3M-$180.4M
Less: other comprehensive income (loss) attributable to noncontrolling interests$42.0K-$66.0K
Less: net income (loss) attributable to noncontrolling interests-$44.1M-$66.8M
Comprehensive income (loss) attributable to Solo Brands, Inc.-$101.2M-$113.5M
Basic (in dollars per share)-$64.09-$77.66
Diluted (in dollars per share)-$64.09-$77.66
Basic (in shares)1.6M shares1.5M shares
Diluted (in shares)1.6M shares1.5M shares

Compare Solo Brands, Inc. with another company

Corporate structure

Solo Brands, Inc. sits at the top of its group. 17 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Solo Brands, Inc.

  • Solo Brands, Inc. Grapevine, Texas, United States
    • Chubbies, Inc. Subsidiary · Delaware, United States
    • IcyBreeze Cooling LLC Subsidiary · Texas, United States
    • International Surf Ventures, LLC Subsidiary · Delaware, United States
    • Oru Holdco, LLC Subsidiary · Delaware, United States
    • Oru Kayak, Inc. Subsidiary · California, United States
    • Oru Parent, LLC Subsidiary · Delaware, United States
    • Solo Brands Australia PTY L.T.D. Subsidiary · Australia
    • Solo Brands Canada, L.T.D. Subsidiary · Canada
    • Solo Brands Europe, B.V. Subsidiary · Netherlands
    • Solo Brands Japan, LLC Subsidiary · Japan
    • Solo Stove Holdings, LLC Subsidiary · Delaware, United States
    • Solo Stove Intermediate, LLC Subsidiary · Delaware, United States
    • Solo Stove, Inc. Subsidiary · Delaware, United States
    • Soto Buyer, Inc. Subsidiary · Delaware, United States
    • Soto Parent, Inc. Subsidiary · Delaware, United States
    • SP SS Blocker Purchaser, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Solo Brands, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$11.9M6 Dec 31, 2025$5.9M6 Dec 31, 2024+101.8%
Property and equipment, before depreciation$33.9M6 Dec 31, 2025$39.7M6 Dec 31, 2024−14.8%
Accumulated depreciation$20.7M6 Dec 31, 2025$15.5M6 Dec 31, 2024+32.9%
Property and equipment, net$13.2M6 Dec 31, 2025$24.2M6 Dec 31, 2024−45.5%
Finance-lease assets$06 Dec 31, 2025$1.3M6 Dec 31, 2024−100.0%
Operating-lease assets (leased space)$17.9M6 Dec 31, 2025$27.7M6 Dec 31, 2024−35.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$20.0M6 Dec 31, 2025$12.0M6 Dec 31, 2024+67.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$73.1M6 Dec 31, 2025$73.1M6 Dec 31, 20240%
Finite-lived intangibles, gross$279.3M6 Dec 31, 2025$277.7M6 Dec 31, 2024+0.6%
Accumulated amortization$88.0M8 Dec 31, 2024$55.2M8 Dec 31, 2023+59.3%
Finite-lived intangibles, net$100.0M6 Dec 31, 2025$189.7M6 Dec 31, 2024−47.3%

Inventory

ItemLatestA year beforeChange
Inventory, total$81.6M6 Dec 31, 2025$108.6M6 Dec 31, 2024−24.8%
Raw materials$1.7M6 Dec 31, 2025$6.7M6 Dec 31, 2024−75.1%

Properties, in its own words

Our corporate headquarters are located in a 430,000 square foot leased facility in Grapevine, Texas, which is used by both of our reportable segments. In addition to our corporate headquarters, the Solo Stove segment maintains leases in Texas, Utah, Pennsylvania, Canada, and the Netherlands for warehousing, distribution and office space. The Chubbies segment also maintains a lease in Texas for office space as well as leases specific to owned retail store operations in Texas, Georgia, Florida, Minnesota, Nevada, North Carolina and South Carolina. We believe that our facilities are in good condition and are adequate to support our current needs.

Item 2 of the 10-K filed Mar 23, 2026.5

Leadership

Who has led Solo Brands, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (19)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Chubbies, Inc. Delaware4
  • IcyBreeze Cooling LLC Texas4
  • International Surf Ventures, LLC Delaware4
  • Oru Holdco, LLC Delaware4
  • Oru Kayak, Inc. California4
  • Oru Parent, LLC Delaware4
  • SP SS Blocker Purchaser, LLC Delaware4
  • Solo Brands Australia PTY L.T.D. Australia4
  • Solo Brands Canada, L.T.D. Canada4
  • Solo Brands Europe, B.V. Netherlands4
  • Solo Brands Japan, LLC Japan4
  • Solo Brands, LLC Texas4
  • Solo Stove Holdings, LLC Delaware4
  • Solo Stove Intermediate, LLC Delaware4
  • Solo Stove, Inc. Delaware4
  • Soto Buyer, Inc. Delaware4
  • Soto Parent, Inc. Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 13, 20268-K Results of operations38
  2. May 27, 20268-K Executive or director change; Shareholder vote39
  3. May 14, 20268-K Results of operations40
  4. Apr 6, 20268-K Executive or director change41
  5. Apr 2, 20268-K Listing notice or transfer42
  6. Mar 23, 20268-K Regulation FD disclosure43
  7. Mar 23, 20268-K Executive or director change; Other events44
  8. Mar 19, 20268-K Results of operations45
  9. Jan 30, 20268-K Executive or director change46
  10. Jan 27, 20268-K Results of operations47
  11. Dec 17, 20258-K Entered a material agreement48
  12. Nov 17, 20258-K Executive or director change49
  13. Mar 13, 2025New chief executive John P. Larson becomes CEO14
  14. Jan 19, 2024New chief executive Christopher T. Metz becomes CEO15
  15. Nov 3, 2021New chief executive John Merris becomes CEO16
  16. Jun 10, 2011Founded Solo Brands, Inc. is founded2

Calendar

Coming up

  1. Around Nov 12, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results38
  2. May 14, 2026Reported quarterly or annual results40
  3. Mar 19, 2026Reported quarterly or annual results45
  4. Jan 27, 2026Reported quarterly or annual results47
  5. Nov 6, 2025Reported quarterly or annual results50
  6. Aug 6, 2025Reported quarterly or annual results51
  7. May 12, 2025Reported quarterly or annual results52
  8. Mar 12, 2025Reported quarterly or annual results53

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

307 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 58 major events, 175 insider forms, 17 large holders, 36 other. The latest 20:

  1. Oct 5, 20264 EDGAR
  2. Sep 29, 20264 EDGAR
  3. Sep 29, 20264 EDGAR
  4. Sep 25, 20264 EDGAR
  5. Aug 25, 2026SCHEDULE 13G/A EDGAR
  6. Aug 25, 2026SCHEDULE 13G EDGAR
  7. Aug 13, 202610-Q EDGAR
  8. Aug 13, 20268-K EDGAR
  9. Jul 8, 202625-NSE EDGAR
  10. Jul 6, 20264 EDGAR
  11. Jun 25, 20264 EDGAR
  12. Jun 22, 2026S-8 EDGAR
  13. May 27, 20268-K EDGAR
  14. May 14, 202610-Q EDGAR
  15. May 14, 20268-K EDGAR
  16. May 5, 20263 EDGAR
  17. Apr 24, 2026SCHEDULE 13G/A EDGAR
  18. Apr 10, 2026DEFA14A EDGAR
  19. Apr 10, 2026DEF 14A EDGAR
  20. Apr 6, 20268-K EDGAR

The 307 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

30 open-market trades by officers, directors and large owners since October 2021: 25 buys and 5 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 31, 2026Larson John P.President and CEOBuy2,559$3.91$10.0KForm 4
Mar 30, 2026Vanzura ElisabethCMOBuy1,500$3.77$5.7KForm 4
Mar 30, 2026Larson John P.President and CEOBuy4,073$3.68$15.0KForm 4
Mar 30, 2026Tarbox Andrea KDirectorBuy2,211$4.07$9.0KForm 4
Aug 12, 2024METZ CHRISTOPHER TPresident & CEOBuy134,826$1.30$175.3KForm 4
Aug 9, 2024METZ CHRISTOPHER TPresident & CEOBuy115,174$1.30$149.7KForm 4
Jun 13, 2024METZ CHRISTOPHER TPresident & CEOBuy49,310$1.97$97.1KForm 4
Jun 12, 2024METZ CHRISTOPHER TPresident & CEOBuy48,324$1.98$95.7KForm 4
Jun 11, 2024METZ CHRISTOPHER TPresident & CEOBuy52,366$1.94$101.6KForm 4
Mar 15, 2024METZ CHRISTOPHER TPresident & CEOBuy100,000$2.27$227.0KForm 4
Nov 9, 2023Webb SomerChief Financial OfficerSale115,537$4.35$502.6KForm 4
May 16, 2023BERTRAM GROWTH CAPITAL III-A, L.P.10% ownerSale2,147,748$5.00$10.7MForm 4
May 16, 2023BERTRAM GROWTH CAPITAL III, L.P.10% ownerSale4,903,450$5.00$24.5MForm 4
May 16, 2023BERTRAM GROWTH CAPITAL III ANNEX FUND, L.P.10% ownerSale3,603,064$5.00$18.0MForm 4
May 16, 2023NB Alternatives Advisers LLC10% ownerSale6,255,595$5.00$31.3MForm 4
Mar 15, 2023Powers DavidDirectorBuy15,500$6.49$100.6KForm 4
Dec 16, 2022Merris JohnPresident & CEOBuy5,533$3.82$21.2KForm 4
Sep 1, 2022Webb SomerChief Financial OfficerBuy45,000$4.10$184.5KForm 4
Jun 16, 2022Merris JohnPresident & CEOBuy1,579$3.80$6.0KForm 4
Jun 2, 2022Merris JohnPresident & CEOBuy904$5.53$5.0KForm 4

All 30 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025John LarsonPresident and Chief Executive Officer63$626.9K$3.4M62
2025Laura CoffeyChief Financial Officer59$500.0K$1.2M62
2025Christopher BlevinsGeneral Counsel45$262.5K$570.5K62
2025Chris MetzFormer President and Chief Executive Officer$196.2K$221.5K62
2024Chris MetzFormer President and Chief Executive Officer$801.0K$4.9M62
2024Laura CoffeyChief Financial Officer59$442.3K$1.4M62

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Barclays PLC38,297$132.5K0.0%No change
Wealth Architects, LLC18,602$64.4K0.0%−1
EverSource Wealth Advisors, LLC9$310.0%−2

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Solo Brands, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSolo Brands, Inc.1
  • CIK0001870600
  • Employer ID (EIN)87-13608655
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)3949 Sporting & Athletic Goods, NEC1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address1001 Mustang Dr, Grapevine, TX 760511
  • Phone(817) 900-26641
  • Shares outstanding2,568,010 as of Aug 7, 202611
  • Public float$10.2M as of Jun 30, 20255
  • AuditorBDO USA, P.C., Dallas, Texas PCAOB ID 243; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJul 6, 20211
  • Filings315 in all: 4 (146), 8-K (56), 3 (29), 10-Q (15), CORRESP (6), SC 13G (6), SC 13G/A (6), UPLOAD (6)1
    All 31 form types

    10-K (5), DEF 14A (5), DEFA14A (5), SCHEDULE 13G/A (3), 424B7 (2), 8-K/A (2), DRS/A (2), DRSLTR (2), EFFECT (2), S-1/A (2), S-8 (2), SCHEDULE 13G (2), 10-K/A (1), 144 (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), FWP (1), PRE 14A (1), S-1 (1), S-3 (1)

  • Latest filingsAnnual report (10-K) Mar 23, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 10, 2026
    Latest 8-K (8-K) Aug 13, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.001 par value per shareSBDSNew York Stock Exchange

From the cover page of the 10-K filed Mar 23, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Solo Brands, Inc. names in Item 1A of its 10-K filed Mar 23, 2026: 53 risks under these headings, as written.5

  • Risks Related to our Liquidity and Indebtedness
  • Our financial condition previously raised and may in the future raise substantial doubt as to our ability to continue as a going concern.
  • We may be unable to realize expected benefits from any ongoing strategic plans, restructuring and cost reduction efforts, and operational improvements.
  • Our limited liquidity poses additional risks to our business and operations.
  • We depend on cash generated from our operations to support our business.
  • Our substantial indebtedness and the terms of our Amended Credit Agreement limit our ability to invest in the ongoing needs of our business.
  • Risks Related to our Business and Industry
  • Our business depends on maintaining and strengthening our brand and generating and maintaining ongoing demand for our products, and reductions in such demand harm our results of operations.
  • If we are unable to successfully design, develop and introduce new products, our business will be harmed.
  • Tariffs or other restrictions placed on foreign imports and any related counter-measures taken by other countries harm our business and results of operations.
  • Our products are manufactured by third parties outside of the United States, and our business may be harmed by legal, regulatory, economic, societal, and political risks associated with those markets.
  • Our historic growth rates have not been sustained and are not likely indicative of future growth.
The other 43 risks
  • Our business could be harmed if we are unable to accurately forecast demand for our products or our results of operations.
  • Our marketing strategy may not be successful with existing and future customers.
  • If we fail to attract new customers in a cost-effective manner, our business may be harmed.
  • Our growth depends, in part, on expanding into additional consumer markets, and we may not be successful in doing so.
  • Our net sales and profits depend on the level of customer spending for our products, which is sensitive to general economic conditions and other factors.
  • The markets in which we compete are highly competitive and we could lose our market positions.
  • The markets in which we operate are subject to evolving, and increasingly stringent, consumer laws.
  • Competitors have imitated and will likely continue to imitate our products. We may not be able to adequately protect our intellectual property, and if we are unable to protect or preserve our brand image and proprietary rights, our business may be harmed.
  • We may be subject to liability if we infringe upon the intellectual property rights of third parties and have incurred and may continue to incur costs protecting our intellectual property rights.
  • We rely on third-party manufacturers and problems with, or the loss of, our suppliers or an inability to obtain raw materials could harm our business and results of operations.
  • If we fail to timely and effectively deliver products to our retail partners and customers, our business and results of operations could be harmed.
  • We depend in part on our retail partners to display and present our products to customers, and our failure to maintain and further develop our relationships with our domestic retail partners could harm our business.
  • Insolvency, credit problems or other financial difficulties that could confront our retail partners expose us to financial risk.
  • If our independent suppliers, manufacturing partners and retail partners do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, and results of operations would be harmed.
  • We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations.
  • We may acquire or invest in other companies, which could divert our management’s attention, result in dilution to our stockholders, and otherwise disrupt our operations, harm our results of operations and negatively impact our financial condition.
  • Our future success depends on the continuing efforts of our management and key employees, and on our ability to attract and retain highly skilled personnel and senior management.
  • Our plans for continuing international operations may not be successful.
  • Our business involves the potential for injury, property damage, quality problems, product recalls, product liability and other claims against us, which could affect our earnings and financial condition.
  • Our collection, use, storage, disclosure, transfer and other processing of personal information could give rise to significant costs and liabilities, including as a result of governmental regulation, uncertain or inconsistent interpretation and enforcement of legal requirements or differing views of personal privacy rights, which may have a material adverse effect on our reputation, business, financial condition and results of operations.
  • U.S. Privacy Laws
  • Non-U.S. Privacy Laws
  • Third Party Data Processing and Transfers
  • Self-Regulatory Industry Standards
  • Consumer Protection Laws and FTC Enforcement
  • We rely significantly on the use of information technology and data, including that of our third-party service providers. Any significant failure, inadequacy, interruption or data security incident involving our information technology systems or data, or that of our third-party service providers, could disrupt our business operations, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows.
  • Information Technology Dependencies
  • Security Incidents
  • Our business may be affected by the evolving regulatory framework for AI Technologies.
  • Our business may be adversely affected if we are unable to provide our customers a cost-effective e-commerce platform that is able to respond and adapt to rapid changes in technology.
  • Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.
  • Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could adversely affect our business and stock price.
  • Our results of operations are subject to seasonal and quarterly variations, which could cause the price of our Class A common stock to decline.
  • If our goodwill or long-lived assets, to include our intangible assets, become impaired, we may be required to record a charge to our earnings.
  • An adverse determination in any material product liability related claim against us could adversely affect our operating results or financial condition.
  • Risks Related to Our Organizational Structure and the Tax Receivable Agreement
  • Solo Brands, Inc.’s principal asset is its indirect interest in Holdings, and, accordingly, it will depend on distributions from its subsidiaries (including Holdings and Newco) to pay its taxes and expenses, including payments under the Tax Receivable Agreement. Holdings’ and Newco’s ability to make such distributions may be subject to various limitations and restrictions, and payments under the Tax Receivable Agreement will not benefit holders of Solo Brands, Inc. Class A common stock unless such holders are also TRA Participants.
  • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.
  • If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, (“the 1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could adversely affect our business, results of operations and financial condition.
  • Solo Brands, Inc. is significantly influenced by the Original LLC Owners, whose interests may differ from those of our public stockholders.
  • Risks Related to Ownership of our Class A Common Stock
  • The price of our Class A common stock has fluctuated and will likely continue to fluctuate and you may not be able to sell the shares you purchase at or above your purchase price.
  • If we fail to maintain compliance with NYSE listing requirements, our Class A common stock could be delisted, which would adversely affect our stock price, liquidity, and ability to raise capital.
  • Sales of a substantial number of shares of our Class A common stock in the public market could cause our stock price to fall.
  • Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” and “smaller reporting companies” may make our Class A common stock less attractive to investors.
  • Our amended and restated certificate of incorporation contains provisions renouncing our interest and expectation to participate in certain corporate opportunities identified or presented to certain of our Original LLC Owners.
  • We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.
  • Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our common stock.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • General Risk Factors
  • We may become involved in legal or regulatory proceedings and audits.
  • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • Our ESG and sustainability initiatives and the adoption of ESG regulatory frameworks may impose additional costs and expose us to emerging areas of risk.

Legal proceedings

From time to time, we are, have been, and may become subject to arbitration, litigation or claims. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm and other factors. Other than the below, the Company is not currently a party to any pending litigation that the Company considers material.

In January 2026, the Company filed a lawsuit in the U.S. Court of International Trade (“CIT”) challenging the legality of incremental tariffs and seeking a refund of incremental tariffs paid by the Company. To facilitate the administration of new cases that continue to be filed challenging the imposition of tariffs, the case was stayed pending the final outcome of V.O.S. Selections, Inc. v. United States (“V.O.S”), which held that the International Emergency Economic Powers Act (“IEEPA”) does not authorize a U.S. President to impose tariffs, and the CIT’s determination of further proceedings. On February 20, 2026, the U.S. Supreme Court issued its decision in Learning Resources, Inc. v. Trump (“Learning Resources”) holding that the IEEPA does not authorize a U.S. President to impose tariffs and that the challenge to the legality of the incremental tariffs was within the exclusive jurisdiction of the CIT, thus affirming the decision in V.O.S. Therefore, the outcome of the Company’s lawsuit at the CIT may determine our ability to recover the approximately $8 million in incremental tariffs that we paid in 2025, in addition to the incremental tariffs we have paid in 2026.

The opening of Item 3, Legal Proceedings.5

Sources

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