🧾 What This Document Is

This is a DEF 14A filing, also known as a Proxy Statement. It's a legal document sent to shareholders before an annual meeting, asking them to vote on key company decisions. Think of it as a detailed agenda and voter guide for Solo Brands' annual shareholder meeting.

The meeting will be completely virtual on May 22, 2026, at 8:00 a.m. Central Time. Shareholders of record as of March 24, 2026, get to vote.

👉 Why it matters: As a shareholder, this document tells you what you're voting on and why the board recommends certain votes. Your vote shapes the company's leadership and plans.

🏢 What The Company Does

Solo Brands, Inc. is a holding company that owns a portfolio of direct-to-consumer lifestyle brands, including Solo Stove (known for smokeless fire pits), Oru Kayak, and Isle (inflatable paddleboards).

👉 In simple terms: They sell outdoor and leisure products directly to customers online and through retail partners. They recently underwent a major corporate restructuring to simplify their complex legal structure.

🚀 The Big Restructuring: "Corporate Simplification"

This proxy highlights a massive change: the company eliminated its complicated "UP-C" structure effective January 1, 2026. Previously, Solo Brands was a holding company with a controlling interest in an underlying LLC (Solo Stove Holdings, LLC). Now, they've merged that LLC directly into a subsidiary, making the company structure much cleaner.

👉 Why it matters for you: This simplifies financial reporting, aligns ownership interests, and removes complexity that can confuse investors. It's like cleaning out a cluttered closet so everything is easier to find.

📋 The Proposals You're Voting On

The board is asking shareholders to vote on four main items:

Elect Two Directors: Vote for Paul Furer and Peter Laurinaitis to serve until 2029.
Ratify the Auditor: Approve BDO USA, P.C. as the independent accounting firm for 2026.
Approve the Incentive Award Plan: Amend and restate the company's stock award plan for employees and directors.
Approve a Potential Adjournment: Allow the meeting to be postponed if there aren't enough votes for Proposal 3.

👉 The Board's Recommendation: They recommend voting FOR all four proposals.

👥 Leadership & Governance

Executive Changes: Chris Metz resigned as CEO on February 18, 2025. John P. Larson was appointed Interim CEO, then permanent CEO on June 15, 2025.
Board Structure: The CEO and Chairman roles are separate. The board has three committees: Audit, Compensation, and Nominating/Governance.
Meetings: The Board met 21 times in 2025, showing active oversight.

💼 Executive Compensation Snapshot

This section details how top leaders are paid. Key points for 2025:

CEO John Larson: Total compensation of $3.44 million, including a large bonus and a significant equity award (6% of the company's fully diluted equity).
CFO Laura Coffey: Total compensation of $1.25 million.
General Counsel Christopher Blevins: Total compensation of $570,537.
Former CEO Chris Metz: Received $221,539 for part of the year before his departure.

Compensation includes base salary, bonuses (some discretionary), and equity awards like Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). Notably, some of the CFO's performance-based units were forfeited because 2025 EBITDA targets weren't met.

🔮 What's Next & Key Dates

Virtual Meeting: Friday, May 22, 2026, 8:00 a.m. CT at www.virtualshareholdermeeting.com/SBDS2026.
Record Date: You must have owned shares by March 24, 2026, to vote.
Voting Deadline: Internet/phone votes close at 11:59 p.m. ET on May 21, 2026.

👉 How to Vote: Use the 16-digit control number on your notice or proxy card to vote by Internet, Phone (1-800-690-6903), Mail, or during the live virtual meeting.

⚖️ Strengths (👍) & Risks (⚠️)

👍 Strengths:

Simplified Structure: The corporate simplification reduces complexity and should improve transparency.
Active Board: A high number of board meetings suggests diligent oversight.
Clear Voting Process: Instructions for the virtual meeting are detailed.

⚠️ Risks & Considerations:

Leadership Transition: The CEO change in 2025 creates execution risk.
Missed Performance Targets: Some executive PSU awards were forfeited, indicating financial goals weren't met.
Adjournment Proposal: The need to potentially adjourn for Proposal 3 suggests the incentive plan approval might be close.

🧠 The Analogy

Imagine Solo Brands was a house with a messy, confusing floorplan (the old UP-C structure). They just finished a major renovation (the Corporate Simplification) to open up the walls and make everything logical. Now, they're asking the owners (shareholders) to approve the interior decor (incentive plans) and agree on the foreman (board members) for the next few years.

🧩 Final Takeaway

This proxy is centered on two themes: governance and transition. Shareholders are asked to approve new leadership, reward executives under a new plan, and endorse the company's cleaner, simpler corporate form. Your votes will directly influence the direction of Solo Brands as it operates under its new, streamlined structure.

SBDS Proxy Details Post-Simplification Governance, Seeks Approvals