Solo Brands to eliminate UP-C structure via merger effective Jan 1, 2026; all Class B stock cancelled

Solo Brands, Inc.

Merger Sub merges into Solo Stove Holdings LLC on Jan 1, 2026, simplifying ownership structure.
Historic Partners exchange 698,682 LLC units for equal number of Class A common shares; all other units cancelled for no consideration.
All 698,682 shares of Class B common stock retired and cancelled immediately after the merger.
Historic Partners must surrender Class B stock and execute Letter of Transmittal by Dec 31, 2026 to receive Class A shares.
Tax Receivable Agreement remains in effect; merger treated as taxable exchange under Section 1001.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Solo Brands, Inc. entered into Agreement and Plan of Merger with Solo Stove Holdings, LLC and Solo Merger Sub LLC and SP SS Blocker Purchaser, LLC valued at Merger of Merger Sub into Holdings; Holdings becomes wholly owned subsidiary of Company (effective 2025-12-17).

Action: entry
Agreement: merger
Counterparty: Solo Stove Holdings, LLC and Solo Merger Sub LLC and SP SS Blocker Purchaser, LLC
Value: Merger of Merger Sub into Holdings; Holdings becomes wholly owned subsidiary of Company
Effective: 2025-12-17

Exact text from the filing

On December 17, 2025, Solo Brands, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Solo Stove Holdings, LLC (“Holdings”) and Solo Merger Sub LLC (“Merger Sub”), a subsidiary of the Company and SP SS Blocker Purchaser, LLC (“Blocker”), formed for the sole purpose of merging with and into Holdings.

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Solo Brands, Inc. filing history →

Source: SEC EDGAR

accession 0001870600-25-000131

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