Solo Brands, Inc.

Item 1A. Risk Factors

You should carefully consider the risk factors set forth under Part I, Item 1A. "Risk Factors" in our 2024 Form 10-K, which risk factors are incorporated herein by reference. Such risks could materially affect our business, financial condition, and future results and are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. There have been no material changes to the risk factors previously disclosed in our 2024 Form 10-K other than the below.

Our financial condition rpreviously raisesd and may in the future raise substantial doubt as to our ability to continue as a going concern.

We incurred a net loss of $18.6 million duringAs of the filing date of our Annual Report on Form 10-K for the quarteryear ended MarchDecember 31, 20254 and had an accumulated deficiQuarterly Report of $241.0 million as ofn Form 10-Q for the three months ended March 31, 2025. We had cash and cash equivalents of $206.4 million and total debt , we concluded that substantial doubt existed aboutstanding of $427.9 million our ability to continue as of March 31, 2025. As of March 31, 2025, we were not in compliance with tha going concern for one year following the interest coverage ratio and total net leverage ratio ssuance of each of the financial covenanstatements under the credit agreement governing the Term Loan and the Revolving Credit Facilityas a result of our net losses, accumulated deficit and, without a waiver or forbearance from the lenders thereunder, it is likely that our liquidity position, as we will be required to report as our non-compliance with these ccertain financial covenants under the cour Credit aAgreement with the delivery of as of March 31, 2025 and the covenantpotential compliance certificate for nsequences the first quarter ofreof. On June 13, 2025. As a result, our outstanding debt balance of $427.9 million has been reclassified from a non-curr, we entered into the 2025 Refinancing Amendment liability to, which effected a current liability, as of March 31, 2025. Upon the determinationreallocation and restructuring of an event of default under the credit agreement, the lenders could elect to declare all amountsll revolving loans and term loans then outstanding under the credit facility immedias of such dately due  and payable and exercise other remedies as set forth the waiver of certain the credit agreement.

We are continuing our evaluationn existing events of strategies to refinance our existing debt and adefault. See Note 11, Debt, Net for more engaged in discussions and negotiations withinformation about the lenders under the credit agree2025 Refinancing Amendment governing the Term Loan and the Revolving C.

Although we cannot predit Facility. The Companys strategies include restructuring or refinancingct with certainty all of our debt, obtaining a waiver or forbearance, issuing new debt particular short-term cash uses or enterithe timing into other financing arrangor amount of cash requirements or filing to commence proceedings under Chapter 11 of , management has concluded that the U.S. Bankruptcy Code. In addcondition, our plans continue to be focus that raised on improving our results and liquidity through a variesubstantial doubt about our ability ofto cost savings and operational improvements throughout 2025, which include a reduction of force and closures of select distribution centers that were complentinue as a going concern have been alleviated in the first quart, as further of 2025, as discussed in Note 2, Restructuring, Contract Termination and Impairment Charges. However, there can be no assurance that we will be able to refinance or restructure our debt, issue new debt or enter into other financing arrangements, obtain a waiver or forbearance or oour recurring losses, negative cash flow and ther relief from the lenders, or that we will be able to execute any further cost sav uncertainties surroundings or operational improvements. While we believe our plans  our ability to refinance or restructure our indebtedness, obtainexecute and to relief from alize the lenders, or issue new debt or enter into other financing arrangements and execute cashexpected benefits from our cost savings and operational improvements can alleviate the cond initions that raise substantial doubt, these plans are not entirely within our control and cannot be assessed as being probable of occurring.

Our recurring losses, negative cash flow, expected non-compliance reporting under the credit agreement, need for additional financing and the uncertainties surrounding our ability to obtain suatives, could impact our future liquidity, which financing, improve our results and liquidity, or execute specific initiatives,could in the future raise substantial doubt about our ability to continue to execute our operating plan as currently intended and require us to seek additional financing or additional relief from our creditors. Additional financing, whether in the form of equity or debt, may not be available to us on acceptable terms, on a timely basis, or at all. If adequate funds are not available, or if the terms of potential funding sources are unfavorable, our business would be materially harmed. Furthermore, any new equity we issue will likely , similar to the sharesult in substantial dilution to our existing of Class A common stockholders.

If that we are unable to obtaissued in a waiver or forbearance or other agreement from tconnection with the lenders under the credit agree2025 Refinancing Amendment, obtain additional financing, improve our rwill likely results or liquidity or execute any operation in substantial improvements, we will be unable to continuedilution to fund our operations, conexistinue to sell our products, realize value from our assets, or discharge our liabilities in the normal course of businessg stockholders. If we become unable to continue as a going concern, we could have to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our financial statements, and sor commence proceedings under Chapter 11 of the U.S. Bankruptcy Code, and, in such cases, stockholders could lose all or part of their investment.

If we were required to file to commence proceedings under Chapter 11 of the U.S. Bankruptcy Code, our operations and ability to develop and execute our business plan, and our ability to continue as a going concern, are subject to the risks and uncertainties associated with bankruptcy. As such, filing for Chapter 11 iswould likely to have a material adverse effect on our business, financial condition, results of operations and liquidity. During any Chapter 11 cases, our senior management would be required to spend a significant amount of time and effort attending to the restructuring of the business instead of focusing exclusively on our business operations. Bankruptcy Court protection also might make it more difficult to retain management and other employees necessary to the success and growth of our business.

Additionally, our financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Thus, our financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

25

The potential delistultimate effect of the reverse stock split and the removal of the trading osuspension of our Class A common stock from on the NYSE and our trading on the OTC Pink Market is expeon the market price and liquidity of our Class A common stock cannot be predicted to result in a more limited market awith any certainty.

We effected a 1-for-40 reverse stock split with respect to our Class A and lacClass B common stock of liquidity for our securities and may make n July 8, 2025. The reverse stock split more difficult to raise funds on terms acceptable to us, or at all.

was effected as a means of regaining compliance with the continued listing standards of the NYSE. On April 22, 2025, the NYSE notified us, and publicly announced, that it had determined to commence proceedings to delist our Class A common stock as a result of the Companys non-compliance with Rule 802.01D of the NYSE Listed Company Manual due to the Class A common stock trading at abnormally low price levels and that trading in the Class A common stock was suspended immediately. Pursuant to our righOn May 29, 2025, the NYSE notified the Company, and publicly announced, that to a review he Company was also not in compliance with Rule 802.01D of the NYSE staffs deteListed Company Manual due to a determination to delist our Class A common stock by the Board of Directors ofhat the Companys average global market capitalization over a consecutive 30 trading day period had fallen below $15,000,000. Following the NYSE, we submitted notireverse stock split and maintenance of our appeal of the staff ofthe required average market capitalization, the NYSE Regulations determination on May 6, 2025. Theed that we had regained compliance with NYSE will apply to the SEC to delist s listing standards and reinstated trading in the Class A common stock upon completion of all applicable procedures, including our appeal oJuly 18, 2025. However, the ultimate effect of the NYSE Regulationreverse staffs decision, if such appeal is unsuccessful.

Ouock split on the market price of our Class A common stock is currently quocannot be predicted on the OTC Pink Market. The OTC Pink Market is a significantly more limited marketwith any certainty, and we cannot assure you that the reverse stock split will result in any or all of than the national securities exchanges such as e expected benefits, including enabling the NYSE, or Nasdaq stock exchange, and there are lower finCompany to continue to maintain compliancial or qualitativee with NYSE listing standards that a compa, for any must meet to have its stock quoted eaningful period of time, or at all.

While the reduction in the OTC Pink Market. The OTC Pink Market is an inter-dealer quotation system much less regulatnumber of outstanding shares of Class A common stock as a result of the reverse stock split increased than the major exchanges, and trading inrket price of our Class A common stock may be subject to additional volatility, which may have little to do with our operations or business prospects. This volatility could further depress timmediately following the reverse stock split, we cannot assure you such increase will be permanent or sustained. The market price of our Class A common stock for reasons depends on multiple factors, many of which are unrelated to operatthe number of shares outstanding , including

32

our business and financial performance. These factors may result in investors having difficulty, general market conditions and prospects for future success, any of which could have a counteracting effect to the reverse stock split on the per share price.

In addition, the reselling anyverse stock split reduced the total number of outstanding shares of our Class A common stock and could have a long-term adverse impact on our ability to rai, which leads to reduced trading volumes for our Class A common stock and may lead to a more volatile trading price. The reverse capitalstock split also increased the future. The Company can provide no assurancenumber of stockholders who own odd lots of less that the n 100 shares of Class A common stock will trad. A purchase or continue to trade on thissale of less than 100 shares of common stock (an odd lot transaction) market, whethery result in incrementally higher trading costs through certain broker-dealers wis, particularly full provide public quotes ofservice brokers. Therefore, those stockholders who own fewer the an 100 shares of Class A Ccommon Sstock onfollowing this market, or whete reverse stock split may be required to pay higher the trading volume oransaction costs if the y sell their Class A common stock will be sufficient to provide for an efficient trading.

Finally, a decline in the per share price of our Class A common stock and a decline in our overall market.

In addition, the quotation of our capitalization may be greater following the reverse stock in OTC Pink Market is expected to result in a less liquidsplit than would have been in the absence of the same. Any reduction in our market available for existing and potential stockholders to tradecapitalization may be magnified as a result of the smaller number of total shares of our Class A common stock, which could fur outstanding following ther depress  reverse stock split.

If in the trfuture, the trading price of our Class A common stock, and could have a long-term adverse impact on our ability is lower than the minimum bid price pursuant to NYSE rules, pursuant to raise capital in the future. There can be no assurance that wRule 802.01 of the NYSE Listed Company Manual, we will be restricted from implementing a further reverse stock split in order to regain compliance will be th successful in our appealh standards for one year from the effective date of the NYSE Regulations determination or that reverse stock split. As a result, we may not be able to remediate any future non-compliance and our Class A common stock willcould be delisted on a national securities exchange or a national quotatifrom NYSE.

Sales of a substantial number of shares of our Class A common servicetock in the future. In addition,public market could cause our potestock price to fall.

Sales of a substantial delisting from tnumber of shares of our Class A common stock in the NYSEpublic may decrease securities analysts coverage of urket could occur at any time. These sales, or the perception in the market that the holders or diminishf a large number of shares investor, supplier and employee confidence.

If tend to sell shares, could reduce the market price of our Class A common stock. In addition, shares of our Class A common stock becomethat are either subject to the penny stock rules, outstanding options or reserved for future issuance under our employee benefit wouldplans will become more difficuleligible for sale in the public market to trade them.

The SEC has adopted regulations that generally define a penny stock to be an equity security that has a market price of less thhe extent permitted by the provisions of various vesting schedules, Rule 144 and Rule 701 under the Securities Act of 1933, as amended (Securities Act).

In June 2025, we entered into a subscription agreement with certain lenders in connection with our entry into the 2025 Refinancing Amendment, pursuant to which we issued an $5.00 per aggregate of 121,998 share or an exercise price of lesss of our Class A common stock (giving effect to the reverse stock split). Even than $5.00 perough these share, subject to specific exemptions, including s are restricted securities within the meaning of Rule 144 and may be resold only pursuant to an exemptiffective registration fstatement or any securities listed on a npursuant to the requirements of Rule 144 or other applicable exemption from registrational se under the Securities exchange. The rules impose additional sales practiAct and as required under applicable state securities laws, once those requirements on broker-dealers for transactions involving penny stock, with some exceptionsare satisfied, these shares could be sold in the market at any time. If sthese additional shares of our Class A common stock are determinresold, or if it is perceived to be penny stock, broker-dealers may find it more difficult to trade such securitieshat they will be resold, the trading price of our Class A common stock could decline.

In addition, the issuance of these shares of Class A common stock have diluted, and investors many shares of Class A common stock we may find it moin the future difficult to acquire or disposeissue may dilute, the percentage ownership held by holders of such securities. our Class A common stock.