Solo Brands (SBDS) updates CEO equity package with 6% RSUs

Rhea-AI Filing Summary

Solo Brands, Inc. reported that it amended the employment agreement of President and CEO John Larson through a side letter dated November 11, 2025. The change removes a prior contingency that tied his new equity grant to approval of a 25% management equity pool. As of November 11, 2025, Mr. Larson received a one-time RSU award equal to 6% of the Company’s fully diluted outstanding equity. Of this grant, 31.25% vested immediately on the grant date, with the remainder vesting in quarterly installments from June 23, 2025 so that the award is fully vested on the third anniversary of that date, subject to his continued service. The RSUs include provisions for accelerated vesting upon a change in control and equitable adjustments for certain extraordinary transactions.

Insights

Equity compensation and governance analyst

Solo Brands grants its CEO a 6% fully diluted RSU award with partial immediate vesting and multi‑year retention features.

The company granted CEO John Larson a one-time equity award in the form of RSUs equal to 6% of the fully diluted outstanding equity as of November 11, 2025. This replaces an earlier structure where the grant was contingent on approval of a 25% equity pool for management and key employees, simplifying his compensation terms.

Vesting is front-loaded but largely time-based: 31.25% of the RSUs vested on the grant date, while the remainder vests quarterly from June 23, 2025 and is scheduled to be fully vested by the third anniversary of that date, conditioned on continued service. This structure balances immediate ownership with a multi-year retention element.

The RSUs also provide for accelerated vesting upon a change in control and equitable adjustment in certain extraordinary transactions. These protections can be typical in senior executive packages and may influence potential transaction economics, though actual impact would depend on future corporate events.

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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

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			SBDS			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. ☐

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			Side Letter to Employment Agreement with John Larson, dated November 11, 2025
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

FAQ

What did Solo Brands (SBDS) announce in this Form 8-K?

Solo Brands, Inc. disclosed that it entered into a side letter amending CEO John Larson’s employment agreement, removing a contingency tied to a 25% management equity pool and confirming a specific RSU grant structure.

How large is CEO John Larsons new equity award at Solo Brands (SBDS)?

John Larson received a one-time RSU award equal to 6% of Solo Brands fully diluted outstanding equity as of November 11, 2025.

What are the vesting terms of the CEO RSU grant at Solo Brands (SBDS)?

Of the RSU grant, 31.25% vested on the November 11, 2025 grant date. The remaining RSUs vest in quarterly installments following June 23, 2025, so the grant is fully vested on the third anniversary of June 23, 2025, subject to Mr. Larsons continued service.

What was the New Pool Contingency and how was it changed for SBDS?

The original employment agreement conditioned the CEOs new RSU grant on approval of a 25% equity pool reserved for management and key employees, known as the New Pool Contingency. The side letter removes this contingency, allowing the grant to proceed without that approval condition.

Does the CEO RSU award at Solo Brands (SBDS) include change-in-control protection?

Yes. The RSUs are subject to accelerated vesting in the event of a change in control and are eligible for equitable adjustment in certain other extraordinary transactions, as described in the side letter.

Where can investors find the full details of the Solo Brands (SBDS) side letter?

The side letter to John Larsons employment agreement, dated November 11, 2025, is filed as Exhibit 10.1 and is incorporated by reference in the report.