SBDS 8-K
Solo Brands, Inc. (SBDS)
8-K
2025-11-17
For: 2025-11-11
View Original
Added on
April 09, 2026
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 11, 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
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 | ||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2025 (the “Effective Date”), Solo Brands, Inc. (the “Company”) entered into an amendment (the “Side Letter”) to that certain employment agreement entered into between Mr. John Larson, the Company’s President and Chief Executive Officer, and the Company, dated June 23, 2025, (the “Employment Agreement”).
Under the Employment Agreement, Mr. Larson was to be granted restricted stock units (“RSUs”) in respect of the Company’s Class A Common Stock (the “New CEO Grant”), that was subject to approval of a 25% equity pool reserved for management and key employees (such contingency, the “New Pool Contingency”). The Side Letter amends the Employment Agreement by removing the New Pool Contingency from the New CEO Grant. Pursuant to the Side Letter, on November 11, 2025, Mr. Larson received a one-time equity award equal to six percent (6%) of the fully diluted outstanding equity of the Company as of November 11, 2025, comprised of RSUs, thirty-one and one-quarter percent (31.25%) of which were vested on the grant date and the remaining RSUs will vest in quarterly installments following June 23, 2025, the effective date of the Employment Agreement, such that the grant is fully vested on the third anniversary of June 23, 2025, subject to Mr. Larson’s continued service on the applicable vesting date. The RSUs will be subject to certain accelerated vesting in the event of a change in control and equitable adjustment in the event of certain other extraordinary transactions.
The foregoing description of the Side Letter is qualified in its entirety by reference to the Side Letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibits | ||||
| 10.1 | |||||
| 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 17, 2025 | By: | /s/ Chris Blevins | ||||||||
| Chris Blevins | |||||||||||
| General Counsel | |||||||||||
Exhibit 10.1
SOLO BRANDS, INC.
November 11, 2025
John Larson
Via Electronic Mail
Re: Side Letter to Employment Agreement
Dear John:
Reference is made to that certain Employment Agreement by and between you, Solo Brands, Inc., a Delaware corporation (“Parent”), and Solo Brands LLC, a Texas limited liability company (the “Company,” and together with Parent, “Solo Brands”), dated June 23, 3025 (the “Employment Agreement”). In further consideration of your employment with Solo Brands and the restrictive covenants set forth in the Employment Agreement, the Company and Parent desire to enter into this letter (this “Letter”) with you. Capitalized terms used in this Letter but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
Section 5 of the Employment Agreement is hereby amended and restated in its entirety as follows:
“5. EQUITY GRANT.
(a)OUTSTANDING EQUITYAWARDS. Any outstanding equity awards held by the Executive as of the Effective Date shall become immediately vested on the Effective Date.
(b)INITIAL EQUITY AWARD.
(1)Parent will propose for Board approval a one-time equity award equal to six percent (6%) of the fully diluted outstanding equity of Parent as of the grant date comprised of Restricted Stock Units in respect of Parent Class A Common Stock (the “RSUs”), subject to the terms of Parent’s 2021 Incentive Award Plan (the “Plan”) and the applicable award agreement thereunder. Twenty-five percent (25%) of the RSUs will vest on the grant date and the remaining RSUs will vest in substantially equal quarterly installments over the three (3) years following the Effective Date such that all RSUs are vested on the third anniversary of the Effective Date.
(1)In the event of a Change in Control (as defined in the Plan), the Executive shall receive accelerated vesting of the RSUs that are scheduled to vest in the twelve (12) month period following such Change in Control, effective as of such Change in Control and subject to the Executive’s continued employment through such
Change in Control. In the event of any recapitalization, lender-led transaction, or restructuring that materially dilutes the existing equity of Parent, the Executive’s equity grants shall be equitably adjusted to preserve the Executive’s original ownership percentage on a fully diluted basis.
(c)ANNUAL EQUITY AWARDS. The Executive may also be eligible for annual equity grants to be determined by the Board (or a committee thereof).”
This Letter shall be and hereby is incorporated into and forms a part of the Employment Agreement. Except as expressly provided herein, all terms and conditions of the Employment Agreement shall remain in full force and effect.
The Employment Agreement, as amended by this Letter, sets forth the entire agreement of the parties hereto in respect of the subject matter contained therein and herein and supersedes any and all prior agreements or understandings between you, the Company and Parent with respect to the subject matter thereof and hereof.
Please indicate your acknowledgement of, and agreement to, the terms and conditions set forth in this Letter by signing in the space indicated below and returning a signed copy of this Letter to the Company and Parent.
[Signature Pages to Follow]
Sincerely,
Solo Brands, Inc.
/s/ Chris Blevins
By: Chris Blevins
Its: General Counsel
Solo Brands, LLC
/s/ Chris Blevins
By: Chris Blevins
Its: General Counsel
Acknowledged and Agreed:
/s/ John Larson
Name: John Larson
Date: November 11, 2025