Solo Brands, Inc 8-K, filed Nov 12, 2026
Solo Brands, Inc. (SBDS)
8-K
2026-11-12
For: 2026-11-12
View Original
Added on
November 12, 2026
About this 8-K
Solo Brands, Inc filed this 8-K on November 12, 2026.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): November 12, 2026
(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
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 | ||||||
| N/A | N/A | N/A | ||||||
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 November 12, 2026, Solo Brands, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the quarterly period ended September 30, 2026. 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 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibits | ||||
| 99.1 | |||||
| 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: | November 12, 2026 | By: | /s/ Chris Blevins | ||||||||
| Chris Blevins | |||||||||||
| General Counsel | |||||||||||
Solo Brands, Inc. Announces Fiscal 2026 Third Quarter Results
Positive Operating Cash Flow and Improved Segment Profitability Reflect Disciplined Execution
New Product Innovation Drives Consumer Engagement Across Channels
Grapevine, Texas, November 12, 2026: Solo Brands, Inc. (OTCQB: SBDS) (“Solo Brands” or “the Company”), a premium outdoor lifestyle company that develops and markets branded products across its Solo Stove, Chubbies, and Watersports segments, today announced its financial results for the three and nine months ended September 30, 2026.
John Larson, President and Chief Executive Officer, commented, “While the third quarter is typically our seasonally smallest sales quarter, we continued to make measurable progress strengthening the business. We improved segment profitability, generated more than $6 million of operating cash flow, and further advanced our transformation strategy through disciplined execution, cost management, and operational efficiency initiatives. These results reflect our continued focus on building a more resilient, leaner cash-generative company.
“While revenue performance remains below our expectations, we are encouraged by improving consumer engagement and the strong response to recent product innovation. Products launched over the past year for our Solo Stove segment represented nearly half of our website sales during the quarter, highlighting the strength of our innovation pipeline and the value of our brand portfolio. We are also expanding how we engage consumers through influencer-led marketing, social commerce initiatives, and platforms such as TikTok Shop, helping us reach new audiences and build deeper customer connections. As we enter holiday 2026 with a leaner inventory position, strong liquidity, and growing momentum in our newest products, we remain focused on driving sustainable growth, profitability, and long-term shareholder value.”
Consolidated Third Quarter 2026 Highlights Compared to Third Quarter 2025
•Net sales of $43.7 million decreased 17.6% from $53.0 million, primarily the result of the decrease in net sales across our reportable segments.
•Gross profit of $27.7 million, or 63.4% of net sales, compared to $31.8 million, or 60.0% of net sales. Adjusted gross profit(1) of $28.2 million, or 64.4% of net sales, compared to $32.2 million, or 60.6% of net sales. Gross profit was impacted by lower net sales and changes in channel mix, partially offset by reduced promotional activity and tariff impacts compared to the prior year period.
•Operating expenses of $42.1 million decreased 12.3% from $48.0 million.
•Selling, general & administrative expenses of $31.6 million decreased 20.0% from $39.5 million, primarily due to lower payroll and related costs, reduced marketing spend within the Solo Stove segment, and lower variable costs associated with lower DTC net sales, reflecting disciplined expense management across the business.
•Restructuring, contract termination and impairment charges were $6.0 million compared to $1.9 million, primarily reflecting non-cash impairments and one-time costs from streamlining our fulfillment footprint and exiting underperforming operations.
•Net loss attributable to Solo Brands, Inc. of $20.8 million, or $8.08 diluted loss per share of Class A common stock(2), compared to $15.0 million, or $9.22 diluted loss per share of Class A common stock(2).
•Adjusted net loss attributable to Solo Brands, Inc.(1) of $11.6 million, or $4.51 adjusted diluted loss per share of Class A common stock(1)(2), compared to $7.1 million, or $4.33 adjusted diluted loss per share of Class A common stock(1)(2).
•Adjusted EBITDA(1) of $(2.1) million, or (4.9)% of net sales, improved from $(5.1) million, or (9.6)% of net sales.
Segment Third Quarter 2026 Highlights Compared to Third Quarter 2025
Solo Stove
•Net sales of $24.7 million decreased 19.9%, reflecting lower unit volumes in core fire pits partially mitigated by new product introductions, as well as softness in the retail channel.
•Segment adjusted EBITDA of $2.3 million, or 9.4% of net sales, compared to $1.4 million, or 4.4% of net sales, reflecting the benefit of ongoing cost reduction initiatives, including leaner operations, payroll, and marketing, amid lower net sales.
Chubbies
•Net sales of $13.7 million decreased 16.8%, reflecting variability in customer demand within both the DTC and retail channels.
•Segment adjusted EBITDA of $0.2 million, or 1.2% of net sales, compared to $(1.2) million, or (7.5)% of net sales, primarily reflecting the benefit of cost reduction initiatives including leaner operations and payroll, partially offset by lower gross profit on the decrease in net sales.
Watersports
•Net sales of $5.3 million decreased 7.4%, reflecting softer sales on less promotional activity within the DTC channel, partially offset by increased customer demand within the retail channel.
•Segment adjusted EBITDA of $0.5 million, or 8.9% of net sales, compared to $0.5 million, or 8.3% of net sales.
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Consolidated Nine Months Ended September 30, 2026 Highlights Compared to Nine Months Ended September 30, 2025
•Net sales of $195.1 million decreased 12.4% from $222.5 million, primarily the result of the decrease in both DTC and retail channel net sales within the Solo Stove segment, and, to a lesser extent, declines in both channels within the Chubbies segment, partially offset by an increase in retail channel sales within our Watersports segment.
•Gross profit of $113.6 million, or 58.3% of net sales, compared to $131.1 million, or 58.9% of net sales. Adjusted gross profit(1) of $116.0 million, or 59.5% of net sales, compared to $131.9 million, or 59.3% of net sales. Gross profit was impacted by lower net sales, changes in channel and product mix, and a raw material inventory write-off related to the closure of Oru’s manufacturing facility, partially offset by reduced promotional activity and tariff impacts compared to the prior year period.
•Operating expenses of $129.3 million decreased 22.9% from $167.7 million.
•Selling, general & administrative expenses of $107.4 million decreased 14.9% from $126.2 million, primarily due to lower payroll and related costs, reduced marketing spend within the Solo Stove segment, and lower variable costs associated with lower DTC net sales, reflecting disciplined expense management across the business.
•Restructuring, contract termination and impairment charges were $8.2 million compared to $18.0 million, as lower consulting, retention, and severance costs were partially offset by non-cash impairments from closing distribution centers, Oru’s manufacturing facility, and an underperforming retail store operation.
•Net loss attributable to Solo Brands, Inc. of $30.6 million, or $12.03 diluted loss per share of Class A common stock(2), compared to $40.7 million, or $26.59 diluted loss per share of Class A common stock(2).
•Adjusted net loss attributable to Solo Brands, Inc.(1) of $15.2 million, or $5.96 adjusted diluted loss per share of Class A common stock(1)(2), compared to $11.8 million, or $7.71 adjusted diluted loss per share of Class A common stock(1)(2).
•Adjusted EBITDA(1) of $13.0 million, or 6.6% of net sales, improved from $8.9 million, or 4.0% of net sales.
Segment Nine Months Ended September 30, 2026 Highlights Compared to Nine Months Ended September 30, 2025
Solo Stove
•Net sales of $73.4 million decreased 22.9%, reflecting lower unit volumes in core fire pits partially mitigated by new product introductions, as well as softness in the retail channel.
•Segment adjusted EBITDA of $4.3 million, or 5.9% of net sales, compared to $3.3 million, or 3.4% of net sales, primarily reflecting the benefit of ongoing cost reduction initiatives, including leaner operations, payroll, and marketing, amid lower net sales and, to a lesser extent, reduced promotional activity compared to the prior year period.
Chubbies
•Net sales of $91.0 million decreased 12.2%, reflecting variability in customer demand within both the DTC and retail channels.
•Segment adjusted EBITDA of $20.2 million, or 22.2% of net sales, compared to $21.5 million, or 20.8% of net sales, reflecting lower gross profit on the decrease in net sales, partially offset by the benefit of cost reduction initiatives, including leaner operations and payroll.
Watersports
•Net sales of $30.6 million increased 32.4%, reflecting an expanded partnership with a key customer within the retail channel, partially offset by softer sales on less promotional activity within the DTC channel.
•Segment adjusted EBITDA of $5.3 million, or 17.4% of net sales, compared to $2.8 million, or 12.3% of net sales, reflecting the higher net sales during the period and the benefit of cost reduction initiatives, specifically payroll and marketing.
Consolidated Balance Sheet
Cash and cash equivalents were $40.2 million as of September 30, 2026 compared to $20.0 million as of December 31, 2025.
Inventory was $59.2 million as of September 30, 2026, a decrease from $81.6 million as of December 31, 2025, primarily reflecting continued supply chain consolidation and tight working capital management that enabled the rightsizing of inventory to meet DTC and retail channel demand.
Outstanding borrowings(3) were $264.4 million, including interest paid-in-kind, under the 2025 Term Loan (as defined herein) as of September 30, 2026, and no outstanding borrowings under the 2025 Revolving Credit Facility (as defined herein) as of September 30, 2026. As of September 30, 2026, availability for future draws under the 2025 Revolving Credit Facility, based on the borrowing base as of such date, was $50.3 million, net of issued letters of credit.
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Full Year 2026 Outlook(4)
We are updating our 2026 financial guidance, which includes the lower end of our original guidance range, based on our nine-month results and current outlook as follows:
•Net sales are expected to be between $270 million and $290 million for 2026.
•Adjusted EBITDA(1)(5) is expected to be between $21 million and $25 million for 2026.
(1)This press release includes references to non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” later in this press release for the definitions of the non-GAAP financial measures presented and a reconciliation of these measures to their closest comparable GAAP measures.
(2)Effective January 1, 2026, the Company completed a series of transactions which, among other things, resulted in all outstanding Class B common stock being cancelled and exchanged for Class A common stock on a one-for-one basis (the “Corporate Simplification”). See our 2026 Q1 Form 10-Q for additional details regarding the Corporate Simplification.
(3)On June 13, 2025, the Company entered into an amendment (the “2025 Credit Agreement”) to its existing credit agreement. The 2025 Credit Agreement consists of (i) a term loan with an aggregate principal amount of $240 million (“2025 Term Loan”) and (ii) a revolving credit facility with an initial committed amount of $90 million (“2025 Revolving Credit Facility”). The 2025 Revolving Credit Facility includes (i) a sub-limit of $10 million for swing line loans and (ii) a separate sub-limit of $20 million for the issuance of letters of credit. See our 2025 Form 10-K for additional details regarding the 2025 Credit Agreement.
(4)The Company’s full year 2026 guidance is based on a number of assumptions that are subject to change and many of which are outside the Company’s control. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results.
(5)The Company has not provided a quantitative reconciliation of forecasted adjusted EBITDA to forecasted GAAP net income (loss) within this press release because the Company is unable, without making unreasonable efforts, to calculate certain reconciling items with confidence. These items include, but are not limited to, equity-based compensation with respect to future grants and forfeitures, which could materially affect the computation of forward-looking GAAP net income, and are inherently uncertain and depend on various factors, some of which are outside of the Company’s control.
Conference Call Details
A conference call to discuss the Company's third quarter 2026 results is scheduled for November 12, 2026, at 9:00 a.m. ET. Investors and analysts who wish to participate in the call are invited to dial 1-866-652-5200 (international callers, please dial 1-412-317-6060) approximately 10 minutes prior to the start of the call. A live webcast of the conference call will be available in the investor relations section of the Company’s website, https://investors.solobrands.com.
A recorded replay of the call will be available shortly after the conclusion of the call and remain available until November 19, 2026. To access the telephone replay, dial 1-855-669-9658 (international callers, please dial 1-412-317-0088). The access code for the replay is 8833822. A replay of the webcast will also be available shortly after the conclusion of the call and will remain available for one year.
About Solo Brands, Inc.
Solo Brands is a premium outdoor lifestyle company that develops and markets branded products designed to enhance outdoor recreation, entertainment, and adventure while bringing people together. The Company operates across three primary outdoor lifestyle categories – Solo Stove, known for its highly rated fire pits, griddles, coolers, and accessories; Chubbies, a lifestyle brand focused on casual wear, activewear, and swimwear; and Watersports, which includes ISLE, a maker of inflatable and hard paddle boards and related accessories, and Oru Kayak, the innovator of origami-inspired folding kayaks. Headquartered in Grapevine, Texas, Solo Brands employs approximately 300 associates. Its products are sold through leading retailer partners, direct-to-consumer channels, and a growing network of distributors worldwide. For a listing of our brands and more information, please visit https://solobrands.com.
Contacts:
Mark Anderson, Senior Director of Treasury & Investor Relations
Investors@solobrands.com
Three Part Advisors, LLC
Sandy Martin: smartin@threepa.com, 214-616-2207
Steven Hooser: shooser@threepa.com, 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 our financial outlook for 2026, sales trends, our strategic transformation initiatives and related impacts, including increasing consumer engagement, expanding brand awareness and introducing new products, leveraging our intellectual property portfolio, our future financial position and plans for revenue growth, turnaround efforts and business strategy, and related impacts to future financial results. 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
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efforts; 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 ability to relist to a national exchange; 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, 2025 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/
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SOLO BRANDS, INC.
Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | 43,719 | $ | 53,038 | $ | 195,060 | $ | 222,547 | |||||||||||||||
| Cost of goods sold | 16,003 | 21,192 | 81,422 | 91,497 | |||||||||||||||||||
| Gross profit | 27,716 | 31,846 | 113,638 | 131,050 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling, general & administrative expenses | 31,596 | 39,495 | 107,410 | 126,171 | |||||||||||||||||||
| Depreciation and amortization expenses | 4,180 | 5,824 | 12,622 | 19,107 | |||||||||||||||||||
| Restructuring, contract termination and impairment charges | 6,041 | 1,940 | 8,241 | 18,030 | |||||||||||||||||||
| Other operating expenses | 320 | 764 | 1,010 | 4,397 | |||||||||||||||||||
| Total operating expenses | 42,137 | 48,023 | 129,283 | 167,705 | |||||||||||||||||||
| Income (loss) from operations | (14,421) | (16,177) | (15,645) | (36,655) | |||||||||||||||||||
| Non-operating (income) expense | |||||||||||||||||||||||
| Interest expense, net | 7,504 | 7,556 | 22,884 | 19,115 | |||||||||||||||||||
| Other non-operating (income) expense | (53) | (255) | (320) | 2,432 | |||||||||||||||||||
| Total non-operating (income) expense | 7,451 | 7,301 | 22,564 | 21,547 | |||||||||||||||||||
| Income (loss) before income taxes | (21,872) | (23,478) | (38,209) | (58,202) | |||||||||||||||||||
| Income tax expense (benefit) | (1,118) | (552) | (7,598) | 4,068 | |||||||||||||||||||
| Net income (loss) | (20,754) | (22,926) | (30,611) | (62,270) | |||||||||||||||||||
| Less: net income (loss) attributable to noncontrolling interests | — | (7,900) | — | (21,584) | |||||||||||||||||||
| Net income (loss) attributable to Solo Brands, Inc. | $ | (20,754) | $ | (15,026) | $ | (30,611) | $ | (40,686) | |||||||||||||||
| Net income (loss) per share of Class A common stock | |||||||||||||||||||||||
Basic and diluted(1) | $ | (8.08) | $ | (9.22) | $ | (12.03) | $ | (26.59) | |||||||||||||||
| Weighted-average Class A common stock outstanding | |||||||||||||||||||||||
Basic and diluted(1) | 2,569 | 1,629 | 2,546 | 1,530 | |||||||||||||||||||
(1)Effective January 1, 2026, the Company completed a series of transactions which, among other things, resulted in all outstanding Class B common stock being cancelled and exchanged for Class A common stock on a one-for-one basis. See our 2026 Q1 Form 10-Q for additional details regarding the Corporate Simplification.
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SOLO BRANDS, INC.
Segment Operating Results
(Unaudited)
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Solo Stove | Chubbies | Watersports | Solo Stove | Chubbies | Watersports | |||||||||||||||||||||||||||||
| Net sales | $ | 24,673 | $ | 13,705 | $ | 5,341 | $ | 30,792 | $ | 16,478 | $ | 5,768 | |||||||||||||||||||||||
| Cost of goods sold | 9,457 | 4,031 | 2,344 | 11,958 | 6,592 | 2,642 | |||||||||||||||||||||||||||||
| Marketing expense | 4,377 | 2,957 | 826 | 6,676 | 2,928 | 824 | |||||||||||||||||||||||||||||
| Employee-related compensation | 1,902 | 2,123 | 253 | 2,348 | 3,210 | 491 | |||||||||||||||||||||||||||||
| Other segment operating expenses | 6,606 | 4,432 | 1,440 | 8,447 | 4,979 | 1,331 | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 2,331 | $ | 162 | $ | 478 | $ | 1,363 | $ | (1,231) | $ | 480 | |||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Solo Stove | Chubbies | Watersports | Solo Stove | Chubbies | Watersports | |||||||||||||||||||||||||||||
| Net sales | $ | 73,383 | $ | 91,028 | $ | 30,649 | $ | 95,218 | $ | 103,622 | $ | 23,141 | |||||||||||||||||||||||
Cost of goods sold(1) | 28,001 | 33,421 | 18,405 | 37,158 | 42,591 | 11,189 | |||||||||||||||||||||||||||||
| Marketing expense | 15,456 | 11,709 | 2,389 | 21,476 | 10,453 | 2,776 | |||||||||||||||||||||||||||||
| Employee-related compensation | 5,882 | 7,385 | 915 | 8,471 | 10,054 | 1,993 | |||||||||||||||||||||||||||||
| Other segment operating expenses | 19,751 | 18,266 | 3,611 | 24,842 | 18,983 | 4,342 | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | 4,293 | $ | 20,247 | $ | 5,329 | $ | 3,271 | $ | 21,541 | $ | 2,841 | |||||||||||||||||||||||
(1)Cost of goods sold excludes $1.6 million of inventory charges associated with restructuring and consolidation activities for the nine months ended September 30, 2026, largely the result of a $1.4 million inventory writedown of raw materials related to the closure of the Oru manufacturing facility within the Watersports segment, as these charges are not considered a component of segment adjusted EBITDA.
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SOLO BRANDS, INC.
Consolidated Balance Sheets
(Unaudited)
| (In thousands, except number of shares and par value) | September 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 40,197 | $ | 20,034 | |||||||
Accounts receivable, net of allowance for credit losses of $0.5 million and $1.1 million as of September 30, 2026 and December 31, 2025, respectively | 12,798 | 29,764 | |||||||||
| Inventory | 59,242 | 81,648 | |||||||||
| Prepaid expenses and other current assets | 10,645 | 8,582 | |||||||||
| Total current assets | 122,882 | 140,028 | |||||||||
| Non-current assets | |||||||||||
| Property and equipment, net | 8,391 | 13,197 | |||||||||
| Intangible assets, net | 93,601 | 100,837 | |||||||||
| Goodwill | 73,119 | 73,119 | |||||||||
| Operating lease right-of-use assets | 10,983 | 17,901 | |||||||||
| Other non-current assets | 13,853 | 15,260 | |||||||||
| Total non-current assets | 199,947 | 220,314 | |||||||||
| Total assets | $ | 322,829 | $ | 360,342 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 11,076 | $ | 13,073 | |||||||
| Accrued expenses and other current liabilities | 21,283 | 30,843 | |||||||||
| Deferred revenue | 1,184 | 1,649 | |||||||||
| Current portion of long-term debt | 6,600 | 1,800 | |||||||||
| Total current liabilities | 40,143 | 47,365 | |||||||||
| Non-current liabilities | |||||||||||
| Long-term debt, net | 249,798 | 240,272 | |||||||||
| Deferred tax liability | 211 | 6,739 | |||||||||
| Operating lease liabilities | 9,691 | 13,888 | |||||||||
| Other non-current liabilities | 1,018 | 677 | |||||||||
| Total non-current liabilities | 260,718 | 261,576 | |||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ equity | |||||||||||
Class A common stock, par value $0.001 per share; 475,000,000 shares authorized; 2,580,074 and 1,847,618 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively(1) | 3 | 2 | |||||||||
Class B common stock, par value $0.001 per share; 50,000,000 shares authorized; 0 and 674,319 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively(1) | — | 1 | |||||||||
| Additional paid-in capital | 384,249 | 377,331 | |||||||||
| Retained earnings (accumulated deficit) | (360,576) | (329,965) | |||||||||
| Accumulated other comprehensive income (loss) | (488) | (274) | |||||||||
Treasury stock, 57,522 and 32,836 owned as of September 30, 2026 and December 31, 2025, respectively | (1,220) | (1,092) | |||||||||
| Equity attributable to Solo Brands, Inc. | 21,968 | 46,003 | |||||||||
| Equity attributable to noncontrolling interests | — | 5,398 | |||||||||
| Total equity | 21,968 | 51,401 | |||||||||
| Total liabilities and equity | $ | 322,829 | $ | 360,342 | |||||||
(1)Effective January 1, 2026, the Company completed a series of transactions which, among other things, resulted in all outstanding Class B common stock being cancelled and exchanged for Class A common stock on a one-for-one basis. See our 2026 Q1 Form 10-Q for additional details regarding the Corporate Simplification.
7
SOLO BRANDS, INC.
Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | (30,611) | $ | (62,270) | |||||||
| Adjustments to reconcile net income (loss) to net cash and cash equivalents (used in) provided by operating activities | |||||||||||
| Depreciation and amortization | 15,926 | 19,927 | |||||||||
| Interest expense payable in kind | 11,900 | 7,138 | |||||||||
| Noncash operating lease expense | 4,609 | 5,855 | |||||||||
| Amortization of debt issuance costs | 4,598 | 2,059 | |||||||||
Equity-based compensation, net | 1,520 | 1,833 | |||||||||
Loss on disposition of the TerraFlame manufacturing operations | — | 1,516 | |||||||||
| Other | 66 | 861 | |||||||||
| Inventory charges associated with restructuring and consolidation activities | 1,594 | — | |||||||||
Restructuring, contract termination and impairment charges | 2,690 | (220) | |||||||||
| Change in fair value of contingent consideration | — | (787) | |||||||||
| Deferred income taxes | (6,528) | (1,097) | |||||||||
| Changes in assets and liabilities | |||||||||||
| Accounts receivable | 16,961 | 22,442 | |||||||||
| Inventory | 20,633 | 24,180 | |||||||||
| Prepaid expenses and other current assets | (912) | 1,036 | |||||||||
| Accounts payable | (2,173) | (57,597) | |||||||||
| Accrued expenses and other current liabilities | (10,219) | (13,759) | |||||||||
| Deferred revenue | (465) | (639) | |||||||||
Operating lease liabilities | (3,766) | (4,652) | |||||||||
| Other non-current assets and liabilities | 198 | 1,155 | |||||||||
| Net cash provided by (used in) operating activities | 26,021 | (53,019) | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | (5,040) | (9,590) | |||||||||
| Net cash provided by (used in) investing activities | (5,040) | (9,590) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Proceeds from revolving credit facilities and term loans | 15,000 | 277,322 | |||||||||
Repayments of revolving credit facilities and term loans | (15,600) | (189,322) | |||||||||
Debt issuance costs paid | — | (18,502) | |||||||||
| Net consideration paid to Former Sellers of TerraFlame | — | (2,500) | |||||||||
| Surrender of stock to settle taxes on restricted stock awards | (128) | (223) | |||||||||
| Net cash provided by (used in) financing activities | (728) | 66,775 | |||||||||
| Effect of exchange rate changes on cash | (90) | 188 | |||||||||
| Net change in cash and cash equivalents | 20,163 | 4,354 | |||||||||
| Cash and cash equivalents balance, beginning of period | 20,034 | 11,980 | |||||||||
| Cash and cash equivalents balance, end of period | $ | 40,197 | $ | 16,334 | |||||||
8
Non-GAAP Financial Measures
We report our financial results in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We use adjusted gross profit, adjusted gross profit margin, adjusted net income, adjusted net income (loss) per Class A common stock, adjusted EBITDA and adjusted EBITDA margin as non-GAAP financial measures, because we believe they are useful indicators of our operating performance. Our management uses these non-GAAP measures principally as measures of our operating performance and believes that these non-GAAP measures are useful to our investors because they are frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. Our management also uses these non-GAAP measures for planning purposes, including the preparation of our annual operating budget and financial projections.
None of these non-GAAP measures is a measurement of financial performance under U.S. GAAP. These non-GAAP measures should not be considered in isolation or as a substitute for a measure of our liquidity or operating performance prepared in accordance with U.S. GAAP and are not indicative of net income (loss) as determined under U.S. GAAP. In addition, the exclusion of certain gains or losses in the calculation of non-GAAP financial measures should not be construed as an inference that these items are unusual or infrequent as they may recur in the future, nor should it be construed that our future results will be unaffected by unusual or non-recurring items. These non-GAAP financial measures have limitations that should be considered before using these measures to evaluate our liquidity or financial performance. Some of these limitations are as follows.
These non-GAAP measures exclude certain tax payments that may require a reduction in cash available to us; do not reflect our cash expenditures, or future requirements, for capital expenditures (including capitalized software development costs) or contractual commitments; do not reflect changes in, or cash requirements for, our working capital needs; do not reflect the cash requirements necessary to service interest or principal payments on our debt; exclude certain purchase accounting adjustments related to acquisitions; and exclude equity-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy.
In addition, other companies may define and calculate similarly-titled non-GAAP financial measures differently than us, thereby limiting the usefulness of these non-GAAP financial measures as a comparative tool. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other U.S. GAAP-based financial performance measures.
Adjusted Net Income (Loss)
We calculate adjusted net income (loss) as net income (loss) excluding restructuring, contract termination and impairment charges and other costs that are believed by management to be non-operating in nature and not representative of the Company’s core operating performance, as listed below under “Non-GAAP Adjustments”. Adjusted net income (loss) attributable to noncontrolling interests is calculated as income (loss) before income taxes, adjusted in the same manner as adjusted net income (loss), adjusted for the allocable attribution to the noncontrolling interest (when applicable).
Adjusted Net Income (Loss) per Share of Class A Common Stock
We calculate adjusted net income (loss) per share of Class A common stock as adjusted net income (loss), as defined above, less the allocable portion of net income to the noncontrolling interest, divided by weighted average diluted shares or weighted average shares of Class A common stock, respectively, as calculated under U.S. GAAP.
EBITDA
We calculate EBITDA as net income (loss) before interest expense, income taxes, and depreciation and amortization expenses.
Adjusted EBITDA
We calculate adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization expenses, restructuring, contract termination and impairment charges, equity-based compensation expense, and other costs that are believed by management to be non-operating in nature and not representative of the Company’s core operating performance, as listed below under “Non-GAAP Adjustments”.
Adjusted EBITDA Margin
We calculate adjusted EBITDA margin as adjusted EBITDA, divided by net sales.
Adjusted Gross Profit
We calculate adjusted gross profit as gross profit, plus inventory charges associated with restructuring and consolidation activities, inventory fair value write-ups and depreciation and amortization recognized within cost of goods sold.
Adjusted Gross Profit Margin
We calculate adjusted gross profit margin as adjusted gross profit, divided by net sales.
9
Non-GAAP Adjustments
In addition to the costs specifically noted under the non-GAAP metrics above, the Company believes that evaluation of its financial performance can be enhanced by a supplemental presentation of results that exclude costs believed by management to be non-operating in nature and not representative of the Company’s core operating performance. These costs are excluded in order to provide a basis for evaluating operating results in future periods.
•Inventory charges associated with restructuring and consolidation activities - primarily represents the inventory writedown of raw materials related to the closure of the Oru manufacturing facility, which was the Company’s only remaining manufacturing operation.
•Restructuring, contract termination, impairment and related charges - for 2026, represents charges related to impairment of long-lived assets, charges related to cost saving initiatives, such as reduction in force, closure of distribution centers, retention payments to key personnel, closure and impairment of a manufacturing facility, as well as costs related to the engagement of strategic consulting firms for operational planning, legal entity reorganizations, and additional cost saving initiative identification. For 2025, represents charges related to impairment of long-lived assets, cost saving initiatives, such as the reduction in force, closure of distribution centers, owned retail store lease terminations, impairments and modifications, termination of underperforming licensing arrangements and other contracts, retention payments to key personnel, as well as costs related to the engagement of strategic consulting firms for operational planning, legal entity reorganizations, additional cost saving initiative identification and internal management reporting optimization.
•Amortization expense - represents the non-cash amortization of the following:
•intangible assets related to the reorganization transactions and acquisitions, and additions to patents in regard to their defense;
•website development costs; and
•capitalized software.
•Depreciation expense - represents the non-cash depreciation of property and equipment.
•Business optimization and expansion expenses - represents costs related to the engagement of strategic consulting firms for business optimization and expansion planning, and the transaction with the former sellers of TerraFlame in 2025.
•Costs associated with the refinancing amendment - represents costs related to the engagement of strategic consulting firms in conjunction with the 2025 debt refinancing.
•Equity-based compensation expense - represents the non-cash expense related to the incentive units, restricted stock units, options, performance stock units, special performance stock units, executive performance stock units and employee stock purchases, with vesting occurring over time and settled with the Company’s Class A common stock. Forfeitures are recognized in the period incurred and reflected as a reduction of the non-cash expense previously recognized for awards not yet vested.
•Transaction costs - represents costs for professional service fees incurred in connection with potential and completed registered securities offerings, merger, acquisition and/or divestiture activities, and tariff refund specialists.
•Changes in fair value of contingent earn-out liability - represents the charge to mark the contingent earn-out consideration to fair value in connection with the prior period acquisitions.
•Management transition costs - represents costs primarily related to executive transition costs for executive search fees and related costs for the transition of certain members of management, such as severance costs.
•Tax impact of adjusting items - for 2026, reflects no tax effect because of the impacts of the Corporate Simplification and valuation allowance. For 2025, represents the tax impact of the respective adjustments for each non-GAAP financial measure calculated at an expected statutory rate of 21.0%, adjusted to reflect the allocation to the controlling interest.
•Prior period tax refund received - represents a tax refund received and recorded in the current period related to a prior period.
•Reversal of valuation allowance - represents the removal of the valuation allowance recorded within the period, as determined through revision of the current period tax provision to reflect the non-GAAP adjustments to income (loss) before income taxes.
10
SOLO BRANDS, INC.
Reconciliation of Consolidated Non-GAAP Financial Information to GAAP
(Unaudited) (In thousands, except per share amounts)
Adjusted Gross Profit
The following table reconciles gross profit to adjusted gross profit for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Gross profit | $ | 27,716 | $ | 31,846 | $ | 113,638 | $ | 131,050 | |||||||||||||||
| Inventory charges associated with restructuring and consolidation activities | 170 | — | 1,594 | — | |||||||||||||||||||
| Depreciation and amortization within cost of goods sold | 267 | 304 | 753 | 820 | |||||||||||||||||||
| Adjusted gross profit | $ | 28,153 | $ | 32,150 | $ | 115,985 | $ | 131,870 | |||||||||||||||
| Gross profit margin (Gross profit as a % of net sales) | 63.4 | % | 60.0 | % | 58.3 | % | 58.9 | % | |||||||||||||||
| Adjusted gross profit margin (Adjusted gross profit as a % of net sales) | 64.4 | % | 60.6 | % | 59.5 | % | 59.3 | % | |||||||||||||||
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share of Class A Common Stock
The following table reconciles net income (loss) to adjusted net income (loss) for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income (loss) | $ | (20,754) | $ | (22,926) | $ | (30,611) | $ | (62,270) | |||||||||||||||
| Restructuring, contract termination, impairment and related charges | 6,211 | 1,940 | 9,835 | 18,030 | |||||||||||||||||||
| Amortization expense | 3,741 | 5,456 | 11,173 | 15,381 | |||||||||||||||||||
| Business optimization and expansion expense | 274 | 788 | 488 | 4,341 | |||||||||||||||||||
| Costs associated with the refinancing amendment | — | — | — | 4,341 | |||||||||||||||||||
| Equity-based compensation expense | 392 | 861 | 1,520 | 895 | |||||||||||||||||||
| Transaction costs | 46 | (25) | 522 | (25) | |||||||||||||||||||
| Management transition costs | — | 88 | — | 208 | |||||||||||||||||||
| Changes in fair value of contingent earn-out liability | — | — | — | (787) | |||||||||||||||||||
| Prior period tax refund received | (1,491) | — | (1,491) | — | |||||||||||||||||||
Reversal of valuation allowance(1) | — | 3,263 | (6,598) | 8,724 | |||||||||||||||||||
Tax impact of adjusting items(1) | — | (1,307) | — | (5,927) | |||||||||||||||||||
| Adjusted net income (loss) | $ | (11,581) | $ | (11,862) | $ | (15,162) | $ | (17,089) | |||||||||||||||
| Less: adjusted net income (loss) attributable to noncontrolling interests | — | (4,804) | — | (5,288) | |||||||||||||||||||
| Adjusted net income (loss) attributable to Solo Brands, Inc. | $ | (11,581) | $ | (7,058) | $ | (15,162) | $ | (11,801) | |||||||||||||||
Net income (loss) per share of Class A common stock(2) | $ | (8.08) | $ | (9.22) | $ | (12.03) | $ | (26.59) | |||||||||||||||
Adjusted net income (loss) per share of Class A common stock(2) | $ | (4.51) | $ | (4.33) | $ | (5.96) | $ | (7.71) | |||||||||||||||
Weighted-average Class A common stock outstanding - basic and diluted(2) | 2,569 | 1,629 | 2,546 | 1,530 | |||||||||||||||||||
(1)See our 2026 Q1 Form 10-Q Provision for Income Taxes section for additional details regarding the Corporate Simplification.
(2)Effective January 1, 2026, the Company completed a series of transactions which, among other things, resulted in all outstanding Class B common stock being cancelled and exchanged for Class A common stock on a one-for-one basis. See our 2026 Q1 Form 10-Q for additional details regarding the Corporate Simplification.
11
Adjusted EBITDA
The following table reconciles net income (loss) to adjusted EBITDA for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income (loss) | $ | (20,754) | $ | (22,926) | $ | (30,611) | $ | (62,270) | |||||||||||||||
Interest expense, net | 7,504 | 7,556 | 22,884 | 19,115 | |||||||||||||||||||
Income tax (benefit) expense | (1,118) | (552) | (7,598) | 4,068 | |||||||||||||||||||
Depreciation and amortization expense | 5,304 | 7,152 | 15,926 | 20,951 | |||||||||||||||||||
| EBITDA | $ | (9,064) | $ | (8,770) | $ | 601 | $ | (18,136) | |||||||||||||||
| Restructuring, contract termination, impairment and related charges | 6,211 | 1,940 | 9,835 | 18,030 | |||||||||||||||||||
| Business optimization and expansion expense | 274 | 788 | 488 | 4,341 | |||||||||||||||||||
| Equity-based compensation expense | 392 | 861 | 1,520 | 895 | |||||||||||||||||||
| Changes in fair value of contingent earn-out liability | — | — | — | (787) | |||||||||||||||||||
| Management transition costs | — | 88 | — | 208 | |||||||||||||||||||
Transaction costs | 46 | (25) | 522 | (25) | |||||||||||||||||||
| Costs associated with the refinancing amendment | — | — | — | 4,341 | |||||||||||||||||||
Adjusted EBITDA | $ | (2,141) | $ | (5,118) | $ | 12,966 | $ | 8,867 | |||||||||||||||
| Net income (loss) margin (Net income (loss) as a % of net sales) | (47.5) | % | (43.2) | % | (15.7) | % | (28.0) | % | |||||||||||||||
| Adjusted EBITDA margin (Adjusted EBITDA as a % of net sales) | (4.9) | % | (9.6) | % | 6.6 | % | 4.0 | % | |||||||||||||||
12