Solo Brands, Inc. Announces Corporate Simplification to Establish a Single Class of Common Stock and Limit Its Tax Receivable Agreement
GRAPEVINE, Texas, Dec. 22, 2025 (GLOBE NEWSWIRE) -- Solo Brands, Inc. (NYSE:SBDS) ("Solo Brands" or "the Company") a leading portfolio of lifestyle brands (Solo Stove, Chubbies, Isle and Oru) that are redefining the outdoor and apparel industries, announced that it is conducting a series of transactions that will simplify its organizational structure, including the elimination of its umbrella partnership C corporation (Up-C) structure, which has the effect of limiting material liability for potential cash payments under its Tax Receivable Agreement (the "TRA").
"We are simplifying our corporate structure to strengthen governance and align with shareholder interests. Capping the tax receivable agreement lowers future obligations, and the simplified structure creates opportunities for efficient tax planning to support long-term value creation," said John Larson, President and Chief Executive Officer.
As part of the transactions, the outstanding shares of Solo Brands Class B common stock held by former TRA parties will be cancelled, and corresponding units of Solo Stove Holdings, LLC, a subsidiary of the Company, will be exchanged for shares of Solo Brands Class A common stock on a one-for-one basis. As a result, Solo Brands will have a single class of common stock outstanding with approximately 2.5 million shares of Class A common stock as of January 1, 2026. Investors can find the full text of the merger agreement effecting the foregoing simplification in Solo Brands' Current Report on Form 8-K, filed on December 17, 2025.
- The transactions are intended to limit material liability for cash payments that might otherwise be due in 2026 and beyond, under the terms of the TRA, as well as future distributions to redeemable noncontrolling interests.
- The transactions optimize our legal entity structure, reducing our future cash tax payments by an estimated $10 million over the next five years.
- In addition, Solo Brands expects to realize ~$0.5 million in annual savings from reduced compliance and financial reporting costs associated with having a single class of common stock outstanding.
About Solo Brands, Inc.
Solo Brands, headquartered in Grapevine, TX, is a leading omnichannel lifestyle brand company. Leveraging e-commerce, strategic retail relationships and physical retail stores, Solo Brands offers innovative products to consumers through five lifestyle brands – Solo Stove and TerraFlame, known for firepits, stoves, and accessories; Chubbies, a premium casual apparel and activewear brand; ISLE, maker of inflatable and hard paddle boards and accessories; and Oru Kayak, innovator of origami folding kayaks.
Contacts:
Mark Anderson, Senior Director of Treasury & Investor Relations
[email protected]
Three Part Advisors, LLC
Sandy Martin: [email protected], 214-616-2207
Steven Hooser: [email protected], 214-872-2710
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the impact of the transactions on future potential cash payments under the TRA and future tax savings and compliance savings, our future financial position, turnaround efforts, including rebuilding retail relationships, strategic transformation goals, cost efficiency initiatives, future growth and brand investments, and shareholder value, our future ability to continue as a going concern, our liquidity, and the expected benefits of operational improvements and restructuring efforts,. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "guidance," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. These statements are neither promises nor guarantees, and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our future ability to continue as a going concern; our ability to realize expected benefits from our strategic plans; our ability to implement any restructuring and cost-reduction efforts, including, but not limited to, the transactions described in this press release; our limited liquidity; our ability to mitigate the impact of new and increased tariffs and similar restrictions on our business; our reliance on third-party manufacturers, which operate mostly outside of the U.S., and problems with, or the loss of, our suppliers or an inability to obtain raw materials; our dependence on cash generated from operations to support our business and our growth initiatives; our continued ability to comply with the listing standards of the NYSE; the effects of the reverse stock split effected in July 2025 on the trading of our Class A common stock; risks associated with fluctuations in the price of our Class A common stock; risks associated with our indebtedness, including the limits imposed by our indebtedness to invest in the ongoing needs of our business; our ability to maintain and strengthen our brand to generate and maintain ongoing demand for our products; our ability to design, develop and introduce new products; our ability to manage our future growth effectively; our ability to expand into additional markets; risks associated with our international operations; our inability to sustain historic growth rates; our ability to cost-effectively attract new customers and retain our existing customers; the highly competitive market in which we operate; our failure to maintain product quality and product performance at an acceptable cost; the impact of product liability and warranty claims and product recalls, including write-offs; geopolitical actions, natural disasters, or pandemics; the ability of our largest stockholders to influence corporate matters. These and other important factors discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings we make with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Forward-looking statements speak only as of the date the statements are made and are based on information available to Solo Brands at the time those statements are made and/or management's good faith belief as of that time with respect to future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Availability of Information on Solo Brands' Website and Social Media Profiles
Investors and others should note that Solo Brands routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the Solo Brands investors website at https://investors.solobrands.com. We also intend to use the social media profiles listed below as a means of disclosing information about us to our customers, investors and the public. While not all of the information that the Company posts to the Solo Brands investors website or to social media profiles is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in Solo Brands to review the information that it shares at the "Investors" link located at the top of the page on https://solobrands.com and to regularly follow our social media profiles. Users may automatically receive email alerts and other information about Solo Brands when enrolling an email address by visiting "Investor Email Alerts" in the "Resources" section of Solo Brands investor website at https://investors.solobrands.com.
Social Media Profiles:
https://linkedin.com/company/solo-brands/
https://instagram.com/solobrands/
https://www.facebook.com/groups/368095467245044/
