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Solo Brands Inc.

12/17/2025 | Press release | Distributed by Public on 12/17/2025 15:36

Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.
On December 17, 2025, Solo Brands, Inc. (the "Company") 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 the Company 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 will be merged with and into Holdings, with Holdings continuing as the surviving entity (the "Merger") as a wholly owned subsidiary of the Company. The Merger is part of a series of transactions the Company is conducting to simplify its organizational structure and eliminate the Company's umbrella partnership-C corporation (UP-C) structure (the "Corporate Simplification").
Pursuant to the Merger Agreement, at the Effective Time, each of the issued and outstanding limited liability company units of Holdings (the "LLC Units") beneficially owned by members of Holdings will be cancelled and converted automatically into a right to receive one share of the Company's Class A common stock, except for any LLC Units beneficially owned by either the Company or Blocker, which will be cancelled for no consideration in accordance with the Merger Agreement and Holdings' Amended and Restated Limited Liability Company Agreement (the "LLCA"). At the Effective Time, the limited liability company interests of Merger Sub will be converted into limited liability company interests of Holdings as the surviving entity, resulting in Holdings continuing as a wholly owned subsidiary of the Company. In addition, immediately following the Effective Time, all of the issued and outstanding shares of the Company's Class B common stock will be retired and cancelled in accordance with the Company's Amended and Restated Certificate of Incorporation and the LLCA. As a result, upon completion of the Merger, there will be no LLC Units or shares of Class B common stock of the Company outstanding.
The Merger and related transactions will not terminate, or otherwise accelerate or modify, the obligations of the Company under the Tax Receivable Agreement, dated as of October 27, 2021, by and among the Company, Holdings and the other parties from time to time party thereto.
The foregoing summary of the Merger Agreement and the related transactions is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto.
Solo Brands Inc. published this content on December 17, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 17, 2025 at 21:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]