Solo Brands (SBDS) FY2025 10-K Risk Factors: 12 New, 21 Dropped

What the changes say

Solo Brands faces going concern doubts driven by heavy debt, restructuring efforts, and past NYSE delisting warnings.

What changed since the prior 10-K

New

NewRisks Related to our Liquidity and Indebtedness
Our substantial indebtedness and the terms of our Amended Credit Agreement limit our ability to invest in the ongoing needs of our business
The June 2025 Refinancing Amendment and our substantial debt restrict cash flow for working capital and limit business flexibility.
NewRisks Related to our Liquidity and Indebtedness
The Amended Credit Agreement requires us to comply with certain covenants and failure to comply with our Amended Credit Agreement, including the financial and operational covenants thereunder, the occurrence of a change of control or a failure to make scheduled payments on our debt, could result in an event of default
Failure to comply with financial covenants or a change of control could cause lenders to accelerate debt and foreclose on our assets.
NewRisks Related to our Business and Industry
The markets in which we operate are subject to evolving, and increasingly stringent, consumer laws
The UK Digital Markets, Competition and Consumers Act 2024 introduces strict rules and turnover-based penalties affecting our marketing and pricing.
NewRisks Related to our Business and Industry
If we fail to timely and effectively deliver products to our retail partners and customers, our business and results of operations could be harmed
Reliance on a single distribution center in Texas and foreign manufacturing leaves us vulnerable to shipping, port, and natural disaster disruptions.
NewRisks Related to our Business and Industry
and transactions, and our ability to receive and process online orders or engage in normal business activities, any of which could materially and adversely affect our business, financial condition and results of operations, and we could experience delays in reporting our financial results
Website downtime, e-commerce disruptions, or IT system failures could significantly harm our online sales and financial reporting.
NewRisks Related to our Business and Industry
Our business may be affected by the evolving regulatory framework for AI Technologies
Incorporating AI tools like chatbots exposes us to regulatory, privacy, and intellectual property risks without an established track record.
NewRisks Related to our Business and Industry
Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could adversely affect our business and stock price
As an emerging growth company, we rely on internal controls that may face adverse audits when our exemption under Sarbanes-Oxley expires.
NewRisks Related to Our Organizational Structure and the Tax Receivable Agreement
If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, (“the 1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could adversely affect our business, results of operations and financial condition
Being deemed an investment company under the Investment Company Act of 1940 could make continuing our business operations impractical.
NewRisks Related to Ownership of our Class A Common Stock
Our Class A common stock is listed on the NYSE. If we fail to satisfy NYSE’s continued listing standards, in particular the minimum market capitalization and minimum bid price requirements, NYSE may initiate delisting proceedings
We executed a 1-for-40 reverse stock split to regain compliance after NYSE initiated delisting proceedings for shares trading below $1.00.
NewRisks Related to Ownership of our Class A Common Stock
Sales of a substantial number of shares of our Class A common stock in the public market could cause our stock price to fall
Future sales of a substantial number of shares of Class A common stock could depress our stock price.
NewRisks Related to Ownership of our Class A Common Stock
As of March 16, 2026, 2,562,567 shares of Class A common stock were issued and outstanding and an additional 184,283 shares had the potential to vest in the future. As of March 16, 2026, we have an aggregate of 472,437,433 shares of Class A common stock authorized but unissued
Resale of 121,998 restricted shares issued to lenders in the June 2025 refinancing could reduce our Class A common stock trading price.
NewRisks Related to Ownership of our Class A Common Stock
Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG and sustainability practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices
Stakeholder scrutiny and activism regarding our ESG practices could damage brand trust and increase our costs.

Dropped

DroppedRisks Related to our Liquidity and Indebtedness
Our indebtedness limits our ability to invest in the ongoing needs of our business
DroppedRisks Related to our Business and Industry
that our trademarks are successfully challenged and we lose the rights to use those trademarks, we could be forced to rebrand our products, requiring us to devote resources to advertising and marketing new brands
DroppedRisks Related to our Business and Industry
Our business relies on cooperation of our suppliers, but not all relationships include written exclusivity agreements, which means that they could produce similar products for our competitors. If they produce similar products for our competitors, it could harm our results of operations
DroppedRisks Related to our Business and Industry
Fluctuations in the cost and availability of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs
DroppedRisks Related to our Business and Industry
Our business depends on our ability to source and distribute products in a timely manner. However, we cannot control all of the factors that might affect the timely and effective procurement of our products from our third-party manufacturers and the delivery of our products to our retail partners and customers
Prior revolving credit facility details from May 2021.
DroppedRisks Related to our Business and Industry
We have incorporated and expect in the future that we will continue to incorporate machine learning and artificial intelligence technologies
DroppedRisks Related to our Business and Industry
We have identified a material weakness in our internal control over financial reporting, which, if not corrected, could affect the reliability of our consolidated financial statements and have other adverse consequences
DroppedRisks Related to our Business and Industry
We are subject to credit risk
DroppedRisks Related to Our Organizational Structure and the Tax Receivable Agreement
Solo Brands, Inc.’s sole material asset is its interest in Holdings, and, accordingly, it will depend on distributions from Holdings to pay its taxes and expenses, including payments under the Tax Receivable Agreement. Holdings’ ability to make such distributions may be subject to various limitations and restrictions
DroppedRisks Related to Our Organizational Structure and the Tax Receivable Agreement
In certain cases, future payments under the Tax Receivable Agreement to the Continuing LLC Owners may be accelerated or significantly exceed the actual benefits Solo Brands, Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement
DroppedRisks Related to Our Organizational Structure and the Tax Receivable Agreement
Solo Brands, Inc. will not be reimbursed for any payments made to the Continuing LLC Owners under the Tax Receivable Agreement in the event that any tax benefits are disallowed
DroppedRisks Related to Our Organizational Structure and the Tax Receivable Agreement
cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act
DroppedRisks Related to Ownership of our Class A Common Stock
Our failure to regain compliance with the continued listing requirements of the NYSE, or any future failure to remain in compliance with such standards, could result in the delisting of our Class A common stock, which would have an adverse impact on the trading, liquidity and market price of our Class A common stock
DroppedRisks Related to Ownership of our Class A Common Stock
Sales of substantial amounts of our Class A common stock in the public market, or the perception that such sales could occur, could adversely affect the price of our Class A common stock and could impair our ability to raise capital through the sale of additional shares
DroppedRisks Related to Ownership of our Class A Common Stock
The Continuing LLC Owners have the right to have their LLC Interests redeemed pursuant to the terms of the Holdings LLC Agreement, which may dilute the owners of the Class A common stock
DroppedRisks Related to Ownership of our Class A Common Stock
We do not currently expect to pay any cash dividends
DroppedRisks Related to Ownership of our Class A Common Stock
Stock repurchases undertaken by the Company could have adverse effects, including potentially increasing the volatility of the price of our Class A common stock and potentially diminishing our cash reserves while not producing hoped for stockholder value
DroppedRisks Related to Ownership of our Class A Common Stock
Changes in applicable tax regulations or in their implementation could negatively affect our business and financial results
Trademark challenge and design patent protection risks.
DroppedRisks Related to Ownership of our Class A Common Stock
If our estimates or judgments relating to our critical accounting policies prove to be incorrect or change significantly, our results of operations could be harmed
DroppedRisks Related to Ownership of our Class A Common Stock
Our ESG and sustainability initiatives and the adoption of ESG regulatory frameworks may impose additional costs and expose us to emerging areas of risk
DroppedRisks Related to Ownership of our Class A Common Stock
The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition and expose us to market, operational and execution costs or risks
Supplier cooperation without written exclusivity agreements.

Reworded

91% rewrittenRisks Related to our Business and Industry
Information Technology Dependencies
Expanded to detail specific third-party IT dependencies, software upgrade failures, malware, social engineering, and cyberattacks.
83% rewrittenRisks Related to our Liquidity and Indebtedness
Our financial condition previously raised and may in the future raise substantial doubt as to our ability to continue as a going concern
Updated to reflect a formal going concern evaluation for the next twelve months due to operating result variability and covenant risks.
Was: Our financial condition raises substantial doubt as to our ability to continue as a going concern
81% rewrittenRisks Related to our Business and Industry
Competitors have imitated and will likely continue to imitate our products. We may not be able to adequately protect our intellectual property, and if we are unable to protect or preserve our brand image and proprietary rights, our business may be harmed
Removed TerraFlame from the list of protected brand trademarks (Solo Stove, ISLE, Oru, Chubbies remain).
78% rewrittenRisks Related to our Liquidity and Indebtedness
We may be unable to realize expected benefits from any ongoing strategic plans, restructuring and cost reduction efforts, and operational improvements
Added risks that restructuring efforts involving strategic consulting firms, distribution closures, and layoffs could cause operational disruptions and decreased morale.
Was: We may be unable to realize expected benefits from any strategic plans, restructuring and cost reduction efforts, and operational improvements
71% rewrittenRisks Related to our Business and Industry
Our growth depends, in part, on expanding into additional consumer markets, and we may not be successful in doing so
Refined international and domestic market expansion challenges by removing specific reference to 'new and existing' scaling difficulties.
69% rewrittenRisks Related to our Business and Industry
Our marketing strategy may not be successful with existing and future customers
Added specific focus on digital marketing dependence for the direct-to-consumer channel.
64% rewrittenRisks Related to our Business and Industry
We depend in part on our retail partners to display and present our products to customers, and our failure to maintain and further develop our relationships with our domestic retail partners could harm our business
Expanded retail partner risks to include failure to identify customer needs, lack of shelf space, store closures, and payment delays.
58% rewrittenRisks Related to our Business and Industry
Our net sales and profits depend on the level of customer spending for our products, which is sensitive to general economic conditions and other factors
Added explicit warning that consumer purchases of discretionary items tend to decline during recessionary periods, slowing growth.
55% rewrittenRisks Related to Ownership of our Class A Common Stock
Our business is subject to the risk of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by problems such as terrorism, cyberattacks, or failure of key information technology systems
53% rewrittenRisks Related to our Business and Industry
Tariffs or other restrictions placed on foreign imports and any related counter-measures taken by other countries harm our business and results of operations
51% rewrittenRisks Related to our Liquidity and Indebtedness
Our limited liquidity poses additional risks to our business and operations
50% rewrittenRisks Related to our Business and Industry
If our goodwill or long-lived assets, to include our intangible assets, become impaired, we may be required to record a charge to our earnings
Was: If our goodwill, other intangible assets, or fixed assets become impaired, we may be required to record a charge to our earnings
49% rewrittenRisks Related to our Business and Industry
The markets in which we compete are highly competitive and we could lose our market positions
45% rewrittenRisks Related to our Business and Industry
Our future success depends on the continuing efforts of our management and key employees, and on our ability to attract and retain highly skilled personnel and senior management
44% rewrittenRisks Related to our Liquidity and Indebtedness
We depend on cash generated from our operations to support our business
Was: We depend on cash generated from our operations to support our business and our growth initiatives
42% rewrittenRisks Related to our Business and Industry
Our historic growth rates have not been sustained and are not likely indicative of future growth
Was: Our historic growth rates have not been sustained and are not indicative of future growth
42% rewrittenRisks Related to our Business and Industry
If we fail to attract new customers in a cost-effective manner, our business may be harmed
41% rewrittenRisks Related to our Business and Industry
We rely on third-party manufacturers and problems with, or the loss of, our suppliers or an inability to obtain raw materials could harm our business and results of operations
40% rewrittenRisks Related to our Business and Industry
Our business could be harmed if we are unable to accurately forecast demand for our products or our results of operations
40% rewrittenRisks Related to our Business and Industry
Our business depends on maintaining and strengthening our brand and generating and maintaining ongoing demand for our products, and reductions in such demand harm our results of operations
34% rewrittenRisks Related to our Business and Industry
If we are unable to successfully design, develop and introduce new products, our business will be harmed
33% rewrittenRisks Related to our Business and Industry
Our products are manufactured by third parties outside of the United States, and our business may be harmed by legal, regulatory, economic, societal, and political risks associated with those markets
33% rewrittenRisks Related to Our Organizational Structure and the Tax Receivable Agreement
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition
32% rewrittenRisks Related to our Business and Industry
Our business may be adversely affected if we are unable to provide our customers a cost-effective e-commerce platform that is able to respond and adapt to rapid changes in technology
29% rewrittenRisks Related to Our Organizational Structure and the Tax Receivable Agreement
Solo Brands, Inc. is significantly influenced by the Original LLC Owners, whose interests may differ from those of our public stockholders
Was: Solo Brands, Inc. is controlled by the Original LLC Owners, whose interests may differ from those of our public stockholders
29% rewrittenRisks Related to Ownership of our Class A Common Stock
Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” and “smaller reporting companies” may make our Class A common stock less attractive to investors
25% rewrittenRisks Related to our Business and Industry
Our plans for continuing international operations may not be successful
25% rewrittenRisks Related to our Business and Industry
Our results of operations are subject to seasonal and quarterly variations, which could cause the price of our Class A common stock to decline
Was: Our results of operations are subject to seasonal and quarterly variations, which could cause the price of our common stock to decline
21% rewrittenRisks Related to our Business and Industry
An adverse determination in any material product liability related claim against us could adversely affect our operating results or financial condition

All 57 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Liquidity and Indebtedness

01Our financial condition previously raised and may in the future raise substantial doubt as to our ability to continue as a going concern83% rewritten
02We may be unable to realize expected benefits from any ongoing strategic plans, restructuring and cost reduction efforts, and operational improvements78% rewritten
03Our limited liquidity poses additional risks to our business and operations51% rewritten
04We depend on cash generated from our operations to support our business44% rewritten
05Our substantial indebtedness and the terms of our Amended Credit Agreement limit our ability to invest in the ongoing needs of our businessNew
06The Amended Credit Agreement requires us to comply with certain covenants and failure to comply with our Amended Credit Agreement, including the financial and operational covenants thereunder, the occurrence of a change of control or a failure to make scheduled payments on our debt, could result in an event of defaultNew

Risks Related to our Business and Industry

07Our business depends on maintaining and strengthening our brand and generating and maintaining ongoing demand for our products, and reductions in such demand harm our results of operations40% rewritten
08If we are unable to successfully design, develop and introduce new products, our business will be harmed34% rewritten
09Tariffs or other restrictions placed on foreign imports and any related counter-measures taken by other countries harm our business and results of operations53% rewritten
10Our products are manufactured by third parties outside of the United States, and our business may be harmed by legal, regulatory, economic, societal, and political risks associated with those markets33% rewritten
11Our historic growth rates have not been sustained and are not likely indicative of future growth42% rewritten
12Our business could be harmed if we are unable to accurately forecast demand for our products or our results of operations40% rewritten
13Our marketing strategy may not be successful with existing and future customers69% rewritten
14If we fail to attract new customers in a cost-effective manner, our business may be harmed42% rewritten
15Our growth depends, in part, on expanding into additional consumer markets, and we may not be successful in doing so71% rewritten
16Our net sales and profits depend on the level of customer spending for our products, which is sensitive to general economic conditions and other factors58% rewritten
17The markets in which we compete are highly competitive and we could lose our market positions49% rewritten
18The markets in which we operate are subject to evolving, and increasingly stringent, consumer lawsNew
19Competitors have imitated and will likely continue to imitate our products. We may not be able to adequately protect our intellectual property, and if we are unable to protect or preserve our brand image and proprietary rights, our business may be harmed81% rewritten
20We may be subject to liability if we infringe upon the intellectual property rights of third parties and have incurred and may continue to incur costs protecting our intellectual property rights
21We rely on third-party manufacturers and problems with, or the loss of, our suppliers or an inability to obtain raw materials could harm our business and results of operations41% rewritten
22If we fail to timely and effectively deliver products to our retail partners and customers, our business and results of operations could be harmedNew
23We depend in part on our retail partners to display and present our products to customers, and our failure to maintain and further develop our relationships with our domestic retail partners could harm our business64% rewritten
24Insolvency, credit problems or other financial difficulties that could confront our retail partners expose us to financial risk
25If our independent suppliers, manufacturing partners and retail partners do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, and results of operations would be harmed
26We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations
27We may acquire or invest in other companies, which could divert our management’s attention, result in dilution to our stockholders, and otherwise disrupt our operations, harm our results of operations and negatively impact our financial condition
28Our future success depends on the continuing efforts of our management and key employees, and on our ability to attract and retain highly skilled personnel and senior management45% rewritten
29Our plans for continuing international operations may not be successful25% rewritten
30Our business involves the potential for injury, property damage, quality problems, product recalls, product liability and other claims against us, which could affect our earnings and financial condition
31Third Party Data Processing and Transfers
32Self-Regulatory Industry Standards
33Consumer Protection Laws and FTC Enforcement
34Information Technology Dependencies91% rewritten
35and transactions, and our ability to receive and process online orders or engage in normal business activities, any of which could materially and adversely affect our business, financial condition and results of operations, and we could experience delays in reporting our financial resultsNew
36Our business may be affected by the evolving regulatory framework for AI TechnologiesNew
37Our business may be adversely affected if we are unable to provide our customers a cost-effective e-commerce platform that is able to respond and adapt to rapid changes in technology32% rewritten
38Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations
39Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could adversely affect our business and stock priceNew
40Our results of operations are subject to seasonal and quarterly variations, which could cause the price of our Class A common stock to decline25% rewritten
41If our goodwill or long-lived assets, to include our intangible assets, become impaired, we may be required to record a charge to our earnings50% rewritten
42An adverse determination in any material product liability related claim against us could adversely affect our operating results or financial condition21% rewritten

Risks Related to Our Organizational Structure and the Tax Receivable Agreement

43Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition33% rewritten
44If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, (“the 1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could adversely affect our business, results of operations and financial conditionNew
45Solo Brands, Inc. is significantly influenced by the Original LLC Owners, whose interests may differ from those of our public stockholders29% rewritten

Risks Related to Ownership of our Class A Common Stock

46The price of our Class A common stock has fluctuated and will likely continue to fluctuate and you may not be able to sell the shares you purchase at or above your purchase price
47Our Class A common stock is listed on the NYSE. If we fail to satisfy NYSE’s continued listing standards, in particular the minimum market capitalization and minimum bid price requirements, NYSE may initiate delisting proceedingsNew
48Sales of a substantial number of shares of our Class A common stock in the public market could cause our stock price to fallNew
49As of March 16, 2026, 2,562,567 shares of Class A common stock were issued and outstanding and an additional 184,283 shares had the potential to vest in the future. As of March 16, 2026, we have an aggregate of 472,437,433 shares of Class A common stock authorized but unissuedNew
50Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” and “smaller reporting companies” may make our Class A common stock less attractive to investors29% rewritten
51Our amended and restated certificate of incorporation contains provisions renouncing our interest and expectation to participate in certain corporate opportunities identified or presented to certain of our Original LLC Owners
52We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock
53Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our common stock
54We may become involved in legal or regulatory proceedings and audits
55Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
56Our business is subject to the risk of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by problems such as terrorism, cyberattacks, or failure of key information technology systems55% rewritten
57Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG and sustainability practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practicesNew

Other Solo Brands 10-Ks

FY2024 10-K risk factors
66 risks
Solo Brands faces going concern doubts due to a $113.4 million net loss and $150.7 million in debt in 2024. The company relies heavily on the Solo Stove segment, which saw declining sales due to a lack of new products. Limited liquidity demands significant management attention while tying up operational flexibility.
Filed Mar 12, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.