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[8-K] Solo Brands, Inc. Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Solo Brands, Inc. reclassified one director to rebalance its staggered board. On March 21, 2026, the Board moved Peter Laurinaitis from Class III, with a term through the 2027 annual meeting, to Class II, with a term through the 2026 annual meeting. He resigned as a Class III director and was immediately re-elected as a Class II director, with his Board and Audit Committee service treated as continuous. The Board now has three Class I directors, two Class II directors, and two Class III directors. The company also filed a revised consent from Ernst & Young LLP to update the consent date in its Form 10-K, without changing any previously reported financial results or disclosures.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
0001870600☐00018706002026-03-192026-03-19

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): March 19, 2026

Solo Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-40979
Delaware87-1360865
State or Other Jurisdiction of
Incorporation or Organization		I.R.S. Employer Identification No.
1001 Mustang Dr.
Grapevine,TX76051
Address of Principal Executive OfficesZip 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 classTrading 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 March 21, 2026, in order to achieve an equal balance of membership among the classes of directors, the Board of Directors (the “Board”) of Solo Brands, Inc. (the “Company”) determined to move Peter Laurinaitis from Class III, with a term expiring at the 2027 annual meeting of stockholders, to Class II, with a term expiring at the 2026 annual meeting of stockholders. On March 19, 2026, Mr. Laurinaitis, who served as a Class III director, tendered his resignation as a director, effective upon his election by the Board as a Class II director. The resignation and immediate re-election of Mr. Laurinaitis was effected solely to rebalance the Board’s classes and, for all other purposes, Mr. Laurinaitis’s service on the Board, including his service on the Audit Committee, is deemed to have continued uninterrupted. The Board now consists of three Class I directors, two Class II directors, and two Class III directors.

Item 8.01 Other Information.

The Company is also amending and restating the consent of Ernst & Young LLP, the Company’s former independent registered public accounting firm, included as Exhibit 23.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 23, 2026 (the “Form 10-K”). The revised consent updates the date of the auditor’s consent that was filed with the Form 10-K. The revised consent is filed as Exhibit 23.1 hereto and supersedes and replaces the consent that was filed with the Form 10-K. The revised consent does not change any previously reported financial results of operations or any disclosure contained in the Form 10-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description of Exhibits
23.1
Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)
104Cover 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:March 23, 2026By:/s/ Chris Blevins
Chris Blevins
General Counsel


Source: View Original Filing on SEC EDGAR

FAQ

What board change did Solo Brands (SBDS) disclose in this 8-K?

Solo Brands reclassified director Peter Laurinaitis from Class III to Class II to balance its staggered board. He resigned as a Class III director and was immediately re-elected as a Class II director, with his overall Board and Audit Committee service treated as uninterrupted.

Why did Solo Brands move Peter Laurinaitis between board classes?

The Board moved Peter Laurinaitis between classes to achieve an equal balance of membership among the board’s classes. This administrative step adjusts his term to expire at the 2026 annual meeting instead of 2027, while his service and responsibilities on the Board and Audit Committee continue.

How is Solo Brands’ board of directors structured after this change?

After the change, Solo Brands’ board consists of three Class I directors, two Class II directors, and two Class III directors. This structure reflects a staggered board, where directors in different classes stand for election at different annual meetings according to their assigned terms.

Did Solo Brands change any financial results in connection with the revised Ernst & Young consent?

No, the revised Ernst & Young LLP consent only updated the date of the auditor’s consent included with the Form 10-K. The company states that the revised consent does not change any previously reported financial results or any disclosure contained in that annual report.

Filing Exhibits & Attachments

4 documents

Financial & Certifications

Other Documents