Solo Brands (SBDS) director reports exchange into Class A common stock

Rhea-AI Filing Summary

Solo Brands, Inc. insider reports equity exchange between share classes. A director of Solo Brands filed a Form 4 detailing a non-cash exchange on 12/31/2025. The filing shows that 274 LLC Interests in Solo Stove Holdings, LLC and an equal number of shares of Class B Common Stock of Solo Brands were exchanged on a one-for-one basis for 274 shares of Class A Common Stock.

Following this transaction, the reporting person beneficially owned 4,373 shares of Class A Common Stock directly and no Class B Common Stock or LLC Interests. The transaction is coded as an internal conversion and adjustment of holdings rather than an open-market purchase or sale.

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

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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^*

Tarbox Andrea K

(Last) (First) (Middle)

1001 MUSTANG DR.

(Street)

GRAPEVINE TX 76051

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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

X	Form filed by One Reporting Person
	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	12/31/2025		C		274	A	(1)	4,373	D
Class B Common Stock	12/31/2025		J		274	D	(1)	0	D

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
LLC Interests	(1)	12/31/2025		J			274	(1)	(1)	Class A Common Stock	274	$0	0	D

Explanation of Responses:

1. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Solo Stove Holdings, LLC ("Holdings"), LLC Interests, which represent limited liability company units of Holdings, and an equal number of shares of Class B Common Stock of the Issuer were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer.

Remarks:

	/s/ Chris Blevins, Attorney-in-Fact for Andrea Tarbox	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

Solo Brands disclosed that a director exchanged 274 LLC Interests in Solo Stove Holdings, LLC and 274 shares of Class B Common Stock for 274 shares of Class A Common Stock of Solo Brands on 12/31/2025.

How did the Solo Brands (SBDS) director’s ownership change after the transaction?

After the transaction, the reporting person beneficially owned 4,373 shares of Class A Common Stock directly and held 0 shares of Class B Common Stock and 0 LLC Interests.

Was the Solo Brands (SBDS) insider transaction a purchase or sale on the open market?

No. The filing explains that the transaction was an exchange where LLC Interests and an equal number of Class B Common Stock were converted on a one-for-one basis into Class A Common Stock, rather than an open-market trade.

What is the relationship of the reporting person to Solo Brands (SBDS)?

The reporting person is identified as a Director of Solo Brands, Inc., according to the relationship section of the Form 4.

What does the explanation section say about the Solo Brands (SBDS) equity exchange?

The explanation states that, under the Amended and Restated Limited Liability Company Agreement of Solo Stove Holdings, LLC, LLC Interests and an equal number of Class B Common Stock of the issuer were exchanged on a one-for-one basis for Class A Common Stock of Solo Brands.

Does the Form 4 for Solo Brands (SBDS) indicate the transaction price for the Class A Common Stock?

In the derivative securities table, the price of the derivative security is shown as $0, consistent with a non-cash exchange of interests into Class A Common Stock.