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.

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