Solo Brands Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$DTC
Recreational Games/Products/Toys
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 7, 2025
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-40979
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||||||||||
| Address of Principal Executive Offices | Zip Code | ||||||||||
(817 ) 900-2664
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On March 12, 2025, Solo Brands, Inc. (the “Company”) issued a press release regarding the Company’s financial results for its fourth quarter and fiscal year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is furnished herewith and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as expressly stated by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 7, 2025, the Board of Directors of the Company (the “Board”) appointed Peter Laurinaitis to serve as a Class III independent director effective immediately following the filing of the Company’s Annual Report on Form 10-K, with a term expiring at the 2027 annual meeting of stockholders and until his successor is elected and qualified or his earlier death, resignation or removal. In connection with Mr. Laurinaitis appointment, the Board increased its size from seven to eight directors.
There are no arrangements or understandings between Mr. Laurinaitis and any other person pursuant to which he was selected as a director, and there are no relationships or transactions in which Mr. Laurinaitis has an interest requiring disclosure under Item 404(a) of Regulation S-K currently contemplated or since the beginning of the last fiscal year.
Mr. Laurinaitis will be entitled to receive a monthly cash retainer of $30,000 for service on the Board, a per diem rate of $7,500 for days on which he devotes more than four hours of time, outside of Board meetings, for non-ordinary matters and activities as deemed appropriate or necessary by the Board, and reimbursement for reasonable out-of-pocket expenses incurred by him in connection with his service on the Board. Unless otherwise determined by the Board in the future, Mr. Laurinaitis will not receive equity awards as part of his compensation as a director.
In addition, the Company expects to enter into its standard indemnification agreement for directors and officers with Mr. Laurinaitis.
Item 7.01 Regulation FD Disclosure.
On March 12, 2025, the Company issued a press release announcing the appointment of Mr. Laurinaitis to the Board. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filings.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibits | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File embedded within the Inline XBRL document | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Solo Brands, Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: | March 12, 2025 | By: | /s/ Chris Blevins | ||||||||
| Chris Blevins | |||||||||||
| Interim General Counsel | |||||||||||