dtc-20260410

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Solo Brands, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Solo Brands, Inc.

2026 NOTICE & PROXY STATEMENT


			1001 Mustang Dr., Grapevine, Texas 76051

Annual Meeting of Stockholders

April 20, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Solo Brands, Inc. at 8:00 a.m. (Central time), on Friday, May 22, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section called “Who can attend the Annual Meeting?” on page 4 of the proxy statement for more information about how to attend the meeting online.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

Thank you for your support.

Sincerely,

/s/ John P. Larson

John P. Larson

President and Chief Executive Officer


			1001 Mustang Dr., Grapevine, Texas 76051

Notice of Annual Meeting of Stockholders

Time and Date

8:00 a.m. (Central time)

Friday, May 22, 2026

Location

www.virtualshareholdermeeting.com/SBDS2026

Record Date

March 24, 2026

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Solo Brands, Inc., a Delaware corporation (the “Company”), will be held at 8:00 a.m. (Central time) on Friday, May 22, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SBDS2026 and entering your 16-digit control number included on your Internet notice, proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:


1			To elect Paul Furer and Peter Laurinaitis as Class II directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
2			To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
3			To approve the Solo Brands, Inc. Amended and Restated 2021 Incentive Award Plan;
4			To approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3;
5			To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of our Class A common stock as of the close of business on March 24, 2026, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting during ordinary business hours at the Company’s principal executive offices. The list of these stockholders will also be available on the bottom of your screen in the Annual Meeting portal during the Annual Meeting after entering the 16-digit control number included on your Internet Notice, proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors

/s/ Christopher Blevins

Christopher Blevins

General Counsel and Secretary

Grapevine, Texas

April 20, 2026

Table of Contents


Proxy Statement						1
Proposals						2
Recommendations of the Board						2
Information About This Proxy Statement						3
Questions a nd Answers About T he 2026 A nnual Meeting o f Stockholders						4
Proposals t o b e Voted o n						8
Proposal 1: Election of Directors						8
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm						12
Proposal 3: Approval of the Solo Brands, Inc. Amended and Restated 2021 Incentive Award Plan						14
Proposal 4: Approval of an Adjournment of the Annual Meeting, If Necessary						23

Report o f The Audit Committee o f The Board o f Directors						24
Independent Registered Public Accounting Firm Fees a nd Other Matters						25
Audit Committee Pre-Approval Policy and Procedures						25
Executive Officers						27
Corporate Governance						28
General						28
Board Composition						28
Director Independence						28
Executive Sessions						28
Director Candidates						29
Communications from Interested Parties						29
Board Leadership Structure and Role in Risk Oversight						30
Code of Business Conduct and Ethics						30
Insider Trading Compliance Policy / Anti-Hedging Policy						31
Attendance by Members of the Board of Directors at Meetings						31
Committees o f The Board						32
Audit Committee						32
Compensation Committee						33
Nominating and Corporate Governance Committee						33
Executive And Director Compensation						34
Named Executive Officers						34


Summary Compensation Table						34
Narrative to the Summary Compensation Table						35
Other E lements of Compensation						36
Employment Agreements						36
Outstanding Equity Awards at Year-End						38
Director Compensation						39
Security Ownership o f Certain Beneficial Owners a nd Management						41
Delinquent Section 16(a) Reports						44
Certain Relationships a nd Related Person Transactions						45
Stockholders’ Proposals						47
Other Matters						48
Solicitation of Proxies						49
Solo Brands’ Annual Report on Form 10-K						50



			The Board of Directors unanimously recommends a vote FOR the election of each of the below director nominees.


Name	Age	Served as a Director Since	Position with Solo Brands

Paul Furer	40	2020	Director
Peter Laurinaitis	55	2025	Director


Name or Group	Number of Shares Subject to Stock Options (#)	Number of Shares Subject to RSUs (#)	Number of Shares Subject to PSUs (#)
John P. Larson, President and Chief Executive Officer	—	205,778	—
Laura Coffey, Chief Financial Officer	—	11,985	11,985
Christopher Blevins, General Counsel	—	2,409	—
All current executive officers, as a group (3 persons)	—	220,172	11,985
All current directors who are not executive officers, as a group (6 persons)	—	20,140	—
All nominees for election as director	—	—	—
Paul Furer	—	—	—
Peter Laurinaitis	—	—	—
Each associate of any such directors, executive officers or nominees	—	—	—
Each other person who received or is to receive 5% of such options, warrants or rights	—	—	—
All other employees, as a group	21,025	197,678	100,186


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)(2)	Weighted-average exercise price of outstanding options, warrants and rights ($)(3)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)(4)

Equity compensation plans approved by security holders(1)	174,375	$	169.42	497,490
Equity compensation plans not approved by security holders	—	—		—
Total	174,375	$	169.42	497,490


Fee Category	2025

Audit Fees	$	900,000
Audit Related Fees	173,649
Tax Fees	—
All Other Fees	—
Total Fees	$	1,073,649


Name	Age	Position

John P. Larson(1)	63	President, Chief Executive Officer and Director
Laura Coffey	59	Chief Financial Officer

Christopher Blevins	45	General Counsel


Name	Audit	Compensation	Nominating and Corporate Governance

Matthew Guy-Hamilton		X	Chair
Andrea K. Tarbox	Chair		X
Peter Laurinaitis	X
David Powers	X	Chair


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)

John Larson(4) President and Chief Executive Officer	2025	626,861	675,000	2,116,412	26,506	3,444,779
	2024	—	—	—	—	—
Laura Coffey(3) Chief Financial Officer	2025	500,000	625,000	111,336	12,433	1,248,769
	2024	442,308	—	958,332	10,385	1,411,025
Christopher Blevins(4) General Counsel	2025	262,500	278,000	19,360	10,677	570,537
	2024	—	—	—	—	—
Chris Metz(3) Former President and Chief Executive Officer	2025	196,154	—	—	25,385	221,539
	2024	800,962	—	4,063,270	65,174	4,929,406


		Stock Awards	Equity Incentive Plan Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Incentive Units of Shares That Have Not Vested ($)(2)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)	Market Value of Unearned Shares, Or Other Rights That Have Not Vested ($)(2)

John P. Larson	11/11/2025		112,012	677,673	—	—
Laura Coffey	2/5/2024		4,166	25,204	—	—
	2/28/2025		5,736	34,703	—	—
	4/8/2024		—	—	6,249	37,806
	2/28/2025		—	—	2,868	17,351
Christopher Blevins	2/4/2022		10	61	—	—
	10/1/2022		47	284	—	—
	4/8/2024		160	968	—	—
	2/28/2025		1,806	10,926	—	—


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)	Total ($)

Andrea K. Tarbox	87,500		32,236		—	119,736
Elisabeth Vanzura	658,519	(2)	105,753	(3)	—	764,272
David Powers	85,000		32,236		—	117,236
Peter Laurinaitis	145,355		—		—	145,355
Julia Brown	22,788		—		—	22,788
Michael Dennison	92,500		38,287		—	130,787


Name			Number of Unvested Restricted Stock Units at December 31, 2025 (#)

Andrea K. Tarbox			2,030
David Powers			2,030
Peter Laurinaitis			—

Michael Dennison			2,411


Name of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percentage of Shares Beneficially Owned
	(#)		(%)

5% Stockholders
Entities affiliated with Summit Partners(1)	1,100,871		43.0

Jan Brothers Holdings, Inc.(2)	215,539		8.4

Entities affiliated with Arbour Lane Capital Management, LP(3)	121,996		4.8
Named Executive Officers and Directors
Laura Coffey(4)	5,337		*
Elisabeth Vanzura(5)	7,447		*
John P. Larson(6)	80,543		3.1
Matthew Guy-Hamilton	—		—
Paul Furer	—		—
Peter Laurinaitis	—		—
Andrea K. Tarbox(7)	4,373		*
David Powers(8)	4,923		*
Christopher Blevins(9)	823		*
Chris Metz(10)	13,661		*
All current directors and executive officers as a group (9 persons)(11)	103,446		4.0

SEC Form DEF 14A filed by Solo Brands Inc.