[8-K/A] Solo Brands, Inc. Amends Material Event Report

Rhea-AI Filing Summary

Solo Brands, Inc. (NYSE: DTC) filed an amended Form 8-K to detail a new employment agreement with President & CEO John P. Larson, effective 23 Jun 2025. The contract sets a $750k base salary and an annual cash bonus targeted at 100% of salary, with an additional 100% upside if performance accelerators are achieved.

Existing equity held by Mr. Larson immediately vests. Upon creation of a management equity pool, he will be granted RSUs equal to 6% of fully-diluted outstanding shares; 25% vest on grant and the remainder vests quarterly over three years, with acceleration on change-in-control events.

If terminated without Cause or resigned for Good Reason, the CEO is entitled to 12 months of salary continuation, 12 months of health-benefit reimbursement, and acceleration of RSUs scheduled to vest within the next year. A double-trigger within 24 months of a change in control adds a prorated target bonus. The agreement imposes 18-month non-compete and non-solicitation covenants and perpetual confidentiality/non-disparagement clauses.

Exhibits also include Amendment No. 4 to the company’s credit agreement and the full employment contract (Exhibit 10.2). No other sections of the original 8-K were revised.

Positive

• Permanent CEO appointment removes leadership uncertainty and may improve strategic execution.
• Equity-heavy compensation closely aligns CEO incentives with shareholder value creation.
• Severance capped at 12 months limits potential payout versus many peer agreements.

Negative

• 6% equity grant creates non-trivial shareholder dilution.
• Immediate vesting of existing awards and accelerated post-termination vesting increase compensation expense and could face proxy advisor pushback.

Insights

Compensation Analyst

TL;DR: Compensation aligns incentives but dilutes shareholders by 6%.

The base-plus-bonus structure is market-typical for a $500m-cap consumer brand. Granting RSUs worth 6% of fully diluted equity provides a material ownership stake that should anchor the CEO’s interests to long-term value creation. Immediate vesting of prior awards and accelerated vesting on certain terminations increase retention but raise cost if performance lags. Dilution from the new equity pool is meaningful and could pressure EPS unless offset by growth. Overall governance provisions—board nomination, non-compete, and double-trigger change-in-control—are shareholder-friendly compared with single-trigger peers.

Corporate Governance Expert

TL;DR: Leadership certainty positive; dilution and severance terms moderate.

Permanently installing Larson removes interim uncertainty, a positive for strategic continuity after February’s leadership turnover. Severance of one year’s pay and benefits sits at or below Russell 2000 medians, limiting downside risk. However, automatic vesting of all unvested equity within 12 months post-termination is generous and may attract proxy-advisory scrutiny. The 6% equity grant—though stagger-vested—represents a sizeable share transfer and warrants careful monitoring of future share-based compensation expense. Absent any reported related-party transactions, independence concerns are minimal. Taken together, the filing is neutral to shareholder value today but clarifies governance.

0001870600☒Employment agreement modification for the chief executive officer and president of the company.00018706002025-06-132025-06-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 13, 2025

Solo Brands, Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number 001-40979

Delaware									87-1360865
State or Other Jurisdiction of Incorporation or Organization									I.R.S. Employer Identification No.
1001 Mustang Dr.
Grapevine,			TX						76051
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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share			DTC			New York Stock Exchange

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. ☐

Explanatory Note

This Current Report on Form 8-K/A amends Items 5.02 and 9.01 of the Current Report on Form 8-K (the “Original Form 8-K”) filed by Solo Brands, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on June 16, 2025 to disclose a new employment agreement entered

into between the Company and John P. Larson in connection with his appointment as President and Chief Executive Officer of the Company. No other sections of the Original Form 8-K have been amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, effective June 15, 2025, the Board of Directors (the “Board”) of the Company appointed Mr. John P. Larson as President and Chief Executive Officer of the Company on a permanent basis, following his interim appointment in February 2025. Mr. Larson will also continue to serve as a member of the Board. Mr. Larson’s biographical information was most recently included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2025.

There are no arrangements or understandings between Mr. Larson and any other person pursuant to which Mr. Larson was appointed as President and Chief Executive Officer. There are no family relationships between Mr. Larson and any director or executive officer of the Company, and the Company is not aware of any transactions with Mr. Larson that are reportable pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Larson’s appointment as President and Chief Executive Officer of the Company, the Company entered into an employment agreement on July 17, 2025 and effective as of June 23, 2025 (the “Effective Date”) (the “Employment Agreement”), with Mr. Larson. The Employment Agreement provides that Mr. Larson will serve as Chief Executive Officer of the Company and will report directly to the Board. In addition, Mr. Larson will continue to serve as a director on the Board and at the end of each of Mr. Larson’s terms as a director that falls during his service as Chief Executive Officer, the Company agrees to nominate Mr. Larson to be elected as a member of the Board.

Under the Employment Agreement, Mr. Larson will receive an annual base salary of $750,000 and may be eligible to receive a cash performance-based bonus with a target opportunity equal to 100% of his annual base salary, with the potential to earn an amount up to an additional 100% of his annual base salary if the Company achieves certain performance accelerators.

The Employment Agreement provides that any equity awards held by Mr. Larson as of the Effective Date will become immediately vested. In addition, upon the establishment of an equity pool reserved for management and key employees, Mr. Larson will receive a one-time equity award equal to six percent (6%) of the fully diluted outstanding equity of the Company as of the grant date, comprised of restricted stock units (“RSUs”), twenty-five percent (25%) of which will vest on the grant date and the remaining RSUs will vest in quarterly installments over the next three years, subject to Mr. Larson’s continued service. 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.

If Mr. Larson’s employment is terminated by the Company without “Cause” or by Mr. Larson for “Good Reason,” subject to Mr. Larson’s timely execution of a release of claims, Mr. Larson will be entitled to (a) continued base salary for twelve (12) months, (b) reimbursement for monthly group health premiums for up to twelve (12) months, and (c) accelerated vesting of any RSUs that were scheduled to vest in the twelve (12) months following Mr. Larson’s termination of employment. In addition, if Mr. Larson’s employment is terminated without Cause or for Good Reason within twenty-four (24) months following a change in control, he will also be entitled to receive his target annual bonus, pro-rated for the portion of the year he is employed and based on actual performance.

Pursuant to the Employment Agreement, Mr. Larson will be subject to restrictive covenants and confidentiality obligations, including non-competition and non-solicitation restrictions that apply during the term of his employment and for eighteen (18) months thereafter and perpetual non-disclosure and non-disparagement restrictions.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description of Exhibits
10.1			Amendment No. 4 to Credit Agreement and Limited Waiver and Amendment No. 1 to Security Agreement, dated as of June 13, 2025, with respect to Credit Agreement, dated as of May 12, 2021, among Solo Brands, LLC (f/k/a Solo DTC Brands, LLC), JPMorgan Chase Bank, N.A., as Lead Arranger, L/C Issuer, Lender, Administrative Agent and Collateral Agent, and the Lenders and L/C Issuers party thereto (including Annex A, which is a conformed copy of the Amended Credit Agreement).
10.2			Employment Agreement, by and between the Company and John P. Larson, dated July 17, 2025.
99.1			Press Release dated June 16, 2025 (incorporated by reference to Exhibit 99.1 of the Original Form 8-K).
104			Cover Page Interactive Data File (formatted as inline XBRL).

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:			July 23, 2025			By:			/s/ Laura Coffey
									Laura Coffey
									Chief Financial Officer

FAQ

What is Solo Brands (DTC) paying its new CEO?

The employment agreement sets a $750,000 annual base salary plus a cash bonus targeted at 100% of salary, with up to another 100% for over-performance.

How much equity will John P. Larson receive?

Larson is slated to receive RSUs equal to 6% of Solo Brands’ fully diluted shares; 25% vest immediately, the rest quarterly over three years.

What happens to the CEO’s pay if he is terminated without cause?

He would receive 12 months of salary, 12 months of health-premium reimbursement, and accelerated vesting of RSUs scheduled within the next year.

Are there change-in-control protections?

Yes. If terminated without cause or for good reason within 24 months of a change in control, he also receives a prorated target bonus and full RSU acceleration.

Does the agreement restrict the CEO after departure?

Larson is bound by 18-month non-compete and non-solicitation clauses and perpetual confidentiality and non-disparagement obligations.