As filed with the Securities and Exchange Commission on June 18, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Solo Brands, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 87-1360865 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1001 Mustang Dr.
Grapevine, Texas 76051
(Address of Principal Executive Offices) (Zip Code)
Solo Brands, Inc. Amended and Restated 2021 Incentive Award Plan
(Full title of the plan)
Chris Blevins
General Counsel and Secretary
1001 Mustang Dr.
Grapevine, Texas 76051
(Name and address of agent for service)
(817) 900-2664
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering 665,946 shares of Solo Brands, Inc.’s Class A Common Stock, $0.001 par value per share, for issuance under the Solo Brands, Inc. Amended and Restated 2021 Incentive Award Plan, as amended, for which a registration statement on Form S-8 (File No. 333-260826) is effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Grapevine, Texas, on June 18, 2026.
| SOLO BRANDS, INC.
| ||
| By: | /s/ John P. Larson | |
| Name: | John P. Larson | |
| Title: | President and Chief Executive Officer (Principal Executive Officer) | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of John P. Larson and Laura Coffey, each of them acting individually, as his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, to act for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and any other documents in connection therewith, and to file the same, with all exhibits thereto, with the Commission, granting unto said attorneys-in-fact and agents the full power and authority to do and perform each and every act and thing requisite and necessary to be done in in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ John P. Larson |
||||
| John P. Larson | President and Chief Executive Officer (Principal Executive Officer) |
June 18, 2026 | ||
| /s/ Laura Coffey |
||||
| Laura Coffey | Chief Financial Officer (Principal Financial Officer) |
June 18, 2026 | ||
| /s/ Paul Seeds |
||||
| Paul Seeds | Chief Accounting Officer (Principal Accounting Officer) |
June 18, 2026 | ||
| /s/ Elisabeth Vanzura |
||||
| Elisabeth Vanzura | Director | June 18, 2026 | ||
| /s/ Matthew Guy-Hamilton |
||||
| Matthew Guy-Hamilton | Director | June 18, 2026 | ||
| /s/ Paul Furer |
||||
| Paul Furer | Director | June 18, 2026 | ||
| /s/ Andrea K. Tarbox |
||||
| Andrea K. Tarbox | Director | June 18, 2026 | ||
| /s/ David Powers |
||||
| David Powers | Director | June 18, 2026 | ||
| /s/ Peter Laurinaitis |
||||
| Peter Laurinaitis | Director | June 18, 2026 | ||