Solo Brands (SBDS) insider funds report 354,189-share Class A conversion

Rhea-AI Filing Summary

Solo Brands, Inc. director-affiliated investment funds reported changes in their ownership following an internal merger involving the company’s subsidiary Solo Stove Holdings, LLC. Effective January 1, 2026, Solo Merger Sub LLC merged into Solo Stove Holdings, with Holdings continuing as a wholly owned subsidiary. Under the merger agreement, each common membership interest in Holdings held by its members was automatically converted into one share of Class A common stock, and all outstanding shares of Class B common stock were retired and cancelled.

As part of this restructuring, 354,189 shares of Class A common stock were acquired and the same number of Class B shares were disposed of in related transactions. After these transactions, the reporting Summit Partners–affiliated entities collectively beneficially owned 1,100,870 shares of Class A common stock indirectly. The filing details how these shares are allocated across multiple Summit funds and entities.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SUMMIT PARTNERS L P

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Solo Brands, Inc. [ SBDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, $0.001 par value per share	01/01/2026		C		354,189	A	(1)	1,100,870	I	See Footnotes(2)(3)
Class B Common Stock, $0.001 par value per share(1)	01/01/2026		J		354,189	D	(1)	0	I	See Footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(1)	01/01/2026		C(1)			354,189	(1)	(1)	Class A Common Stock	354,189	$0	0	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

SUMMIT PARTNERS L P

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Summit Partners Growth Equity Fund X-A, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Summit Partners Growth Equity Fund X-B, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Summit Partners Growth Equity Fund X-C, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SUMMIT INVESTORS X, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SUMMIT INVESTORS X (UK), L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Summit Partners Subordinated Debt Fund V-A, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Summit Partners Subordinated Debt Fund V-B, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SP-SS AGGREGATOR LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On December 17, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with its subsidiaries Solo Stove Holdings, LLC ("Holdings") and Solo Merger Sub LLC ("Merger Sub"), whereby effective January 1, 2026, Merger Sub merged with and into Holdings, with Holdings continuing as the surviving entity as a wholly owned subsidiary of the Issuer (the "Merger"). Pursuant to the Merger Agreement, on January 1, 2026, each of the issued and outstanding common membership interests in Holdings beneficially owned by members of Holdings was cancelled and converted automatically into a right to receive one share of Class A Common Stock. In addition, immediately following the effective time of the Merger, all of the issued and outstanding shares of Class B Common Stock were retired and cancelled in accordance with the Issuer's Amended and Restated Certificate of Incorporation and Holdings' Amended and Restated Limited Liability Company Agreement.

2. Represents 282,623, 431,780, 11,657, 14,227, 5,029, 1,268, 97 and 354,189 shares of Class A Common Stock held directly by Summit Partners Growth Equity Fund X-A, L.P., Summit Partners Growth Equity Fund X-B, L.P., Summit Partners Growth Equity Fund X-C, L.P., Summit Partners Subordinated Debt Fund V-A, L.P., Summit Partners Subordinated Debt Fund V-B, L.P., Summit Investors X, LLC, Summit Investors X (UK), L.P. and SP-SS Aggregator LLC, respectively. Summit Partners, L.P. is the managing member of Summit Partners GE X, LLC, which is the general partner of Summit Partners GE X, L.P., the general partner of each of Summit Partners Growth Equity Fund X-A, L.P., Summit Partners Growth Equity Fund X-B, L.P., and Summit Partners Growth Equity Fund X-C, L.P. Summit Partners, L.P. also is the managing member of Summit Partners SD V, LLC, which is the general partner of Summit Partners SD V, L.P.,

3. (continued from footnote 2) the general partner of each of Summit Partners Subordinated Debt Fund V-A, L.P. and Summit Partners Subordinated Debt Fund V-B, L.P. Summit Master Company, LLC is the sole managing member of Summit Investors Management, LLC, which is (A) the manager of Summit Investors X, LLC, and (B) the general partner of Summit Investors X (UK), L.P. Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its Investment Committee. SP-SS Aggregator LLC is managed by a manager appointed by the members holding a majority of the interests of the entity, which manager is currently designated to be Summit Partners Growth Equity Fund X-A, L.P.

	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners, L.P.	01/05/2026
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund X-A, L.P.	01/05/2026
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund X-B, L.P.	01/05/2026
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund X-C, L.P.	01/05/2026
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners Subordinated Debt Fund V-A, L.P.	01/05/2026
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Partners Subordinated Debt Fund V-B, L.P.	01/05/2026
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Investors X, LLC	01/05/2026
	/s/ Adam H. Hennessey, as attorney-in-fact for Summit Investors X (UK), L.P.	01/05/2026
	/s/ Adam H. Hennessey, as attorney-in-fact for SP-SS Aggregator LLC	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Solo Brands (SBDS) report in this Form 4?

The filing reports that Summit Partners–affiliated entities acquired 354,189 shares of Class A common stock of Solo Brands, Inc. and disposed of 354,189 shares of Class B common stock on January 1, 2026 in connection with an internal merger.

Why did Solo Brands (SBDS) Class B common stock get cancelled?

Following the merger of Solo Merger Sub LLC into Solo Stove Holdings, LLC effective January 1, 2026, all issued and outstanding Class B common stock was retired and cancelled pursuant to Solo Brands’ Amended and Restated Certificate of Incorporation and Holdings’ Amended and Restated Limited Liability Company Agreement.

How were Solo Stove Holdings, LLC interests converted into Solo Brands (SBDS) shares?

Under the Merger Agreement, each issued and outstanding common membership interest in Solo Stove Holdings, LLC beneficially owned by its members was automatically cancelled and converted into the right to receive one share of Class A common stock of Solo Brands, Inc. on January 1, 2026.

How many Solo Brands (SBDS) shares do the reporting Summit entities own after the transaction?

After the reported transactions, the Summit Partners–affiliated reporting entities beneficially owned 1,100,870 shares of Class A common stock of Solo Brands, Inc., held indirectly through multiple Summit funds and vehicles.

Who are the main reporting entities in this Solo Brands (SBDS) Form 4?

The reporting persons include multiple Summit Partners–affiliated entities, such as Summit Partners Growth Equity Fund X-A, L.P., other related Growth Equity and Subordinated Debt funds, Summit Investors entities, and SP-SS Aggregator LLC, all of which report indirect beneficial ownership of Solo Brands Class A common stock.

Is the reporting person a director or a 10% owner of Solo Brands (SBDS)?

The relationship section indicates the reporting person is a Director of Solo Brands, Inc. The box for 10% Owner is not checked in the provided content.

How are the 1,100,870 Solo Brands (SBDS) shares distributed among the Summit entities?

The filing states that the 1,100,870 Class A shares represent holdings of 282,623, 431,780, 11,657, 14,227, 5,029, 1,268, 97, and 354,189 shares held directly by various Summit Growth Equity, Subordinated Debt, Summit Investors entities, and SP-SS Aggregator LLC, respectively.