REED'S, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, with the participation of our Chief Executive Officer and Chief Financial Officer and the oversight of our audit committee, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025. In assessing the effectiveness of our internal control over financial reporting, our management used the framework established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. This Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal control over financial reporting because the rules for smaller reporting companies provide an exemption from the attestation requirement. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information 10b5-1 Trading Arrangements During the three months ended December 31, 2025, none of our directors or executive officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 41 PART III Item 10. Directors, Executive Officers , and Corporate Governance General Reed’s current directors have terms which will end at the next annual meeting of the stockholders and until each of their successors is elected and qualified. The following table sets forth certain information with respect to our current directors and executive officers as of date of this Annual Report. Name Position Age Neal M. Cohane Interim Chief Executive Officer, Chief Operating Officer and Director 65 Douglas W. McCurdy Chief Financial Officer, Secretary 60 Yumin Dai Chief Executive Officer & Director of Reed’s (Asia) Limited (BVI) 65 Shufen Deng Chairperson of the Board 61 Sam Van(1)(2)(3) Director 48 Rudolf J. M. Bakker(1)(2)(3) Director 46 Michael C. Tu(1)(2)(3) Director 55 (1) Member of the Audit Committee. Mr. Van serves as Chair of the Audit Committee. (2) Member of the Compensation Committee. Mr. Bakker serves as Chair of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Mr. Tu serves as Chair of the Nominating and Corporate Governance Committee. Business Experience of Directors and Executive Officers Neal M. Cohane has served as our interim Chief Executive Officer and Director since March 2026 and our Chief Operating Officer since January 2026. From August 2007 to December 2022, Mr. Cohane served as our Chief Sales Officer. Prior to re-joining us, Mr. Cohane served as Chief Sales Officer at Eastroc Beverage, from March 2025 to December 2025. Prior to that, he founded Rootstock Brands, Inc., where he advised beverage companies on go-to-market strategy and execution, from January 2023 to February 2025. Mr. Cohane holds a Bachelor of Science in Business Administration from Merrimack College. We believe that Mr. Cohane is qualified to serve on our Board because of his extensive knowledge of our business and significant experience in the beverage industry. Douglas W. McCurdy has served as our Chief Financial Officer since February 2025. Prior to joining us, from December 2023 to January 2025, Mr. McCurdy served as Director for Roberts & Ryan, Inc., a veteran-owned investment bank. Prior to that, he served as Chief Operating Officer and Chief Financial Officer at YDC, Inc. (d/b/a REZI) from November 2019 to May 2023. Mr. McCurdy started his career as a Lieutenant in the US Navy. He holds a Master of Business Administration in Accounting and Finance from the University of Chicago Booth School of Business and a Bachelor of Science in Mechanical Engineering from Worcester Polytechnic Institute. 42 Yumin Dai has served as the Chief Executive Officer and Director of Reed’s (Asia) Limited (BVI) since February 2025. Prior to joining us, Mr. Dai served as consultant for the overseas business of Baolingbao Biology Co., Ltd (China) (“Baolingbao”), from February 2020 to December 2024. Shufen Deng has served as a member of our board of directors since July 2023 pursuant to the director designation right granted to D&D under the D&D Shareholders Agreement (as defined below). Ms. Deng has served as Chairperson of the Board since November 2024 and as Vice Chairperson of the Board from February 2024 through November 2024. In addition, she has served as the General Manager for BLB International Company Limited. Ms. Deng was the sole shareholder of D&D Source of Life Holding Ltd. (“D&D”), the Company’s largest shareholder, from February 2023 through December 31, 2024. Ms. Deng is D&D’s non-independent designee. Prior to joining us, Ms. Deng served as the Chairman and General Manager of Baolingbao, from April 2017 to March 2021. She continues to serve as a member of Baolingbao’s board of directors and as a member of its compensation committee. Prior to that, Ms. Deng served as a judge in China for seven years. We believe that Ms. Deng is qualified to serve on our Board because of her extensive business and legal experience. Sam Van has served as a member of the Board since October 2024 pursuant to the director designation right granted to D&D under the D&D Shareholders Agreement (as defined below). He currently serves as Chair of the Audit Committee and is a member of the Nominating and Governance and Compensation Committees. Mr. Van has served as the Chief Executive Officer of J-Star Holding Co., Ltd from October 2025 to present and is the founder and Chief Executive Officer of SRO Partners since May 2024. Previously, from June 2023 through May 2024, he served as Senior Vice President, Head of Advisory Services at Freedom U.S. Markets. From March 2017 through May 2023, he was the President and a Director of Deltec Investment Advisor Limited. From June 2022 through May 2024, Mr. Van served as a director and member of audit and nominating committees of Phoenix Motor Inc. (Nasdaq: PEV). Mr. Van has served on the board of directors of Picard Medical, Inc. (NYSE: PMI) since August 2025. Mr. Van has also served on the board of directors of Relm Insurance Ltd., a private company based in Bermuda, since January 2019. He also serves as a Senior Board Advisor at RKtech, an international software company in Vietnam. Mr. Van holds a Master of Business Administration from Cornell University and a Bachelor of Science in Finance from St. John’s University. Mr. Van is an independent director designee of D&D. We believe that Mr. Van is qualified to serve on our Board because of his extensive financial and operational expertise. Rudolf J. M. Bakker has served as a member of the Board since April 2025 and was engaged as an outsourced fractional Chief Marketing Officer in March 2026. He currently serves as Chair of the Compensation Committee and is a member of the Nominating and Governance Committee. Mr. Bakker is the founder of Purple Fox Studios, a beverage-focused consulting and incubation platform he formed in January 2021. Additionally, he co-founded Succulent Spirits & Co., an importer and distributor of premium agave spirits in Europe, for which he has served as the Chief Growth Officer since March 2023. Prior to his current activities, Mr. Bakker served as Global VP Smirnoff at Diageo Plc from April 2015 to October 2020, General Manager Mexico at Red Bull GmbH from January 2013 to December 2014, and held senior commercial, marketing and innovation leadership roles at Heineken N.V. from April 1997 to December 2012, where he led brand development, portfolio strategy, and market expansion initiatives across multiple geographies. Mr. Bakker holds a Master of Business Administration from Erasmus University and has completed executive education programs at Harvard Business School, London Business School, and Kellogg Executive Education. We believe that Mr. Bakker is qualified to serve on our Board because of his extensive experience in the global business industry and focus on brand growth, innovation, and market expansion across both emerging and developed markets. Michael C. Tu has served as a member of the Board since September 2025 pursuant to the director designation right granted to D&D under the D&D Shareholders Agreement (as defined below). He currently serves as Chair of the Nominating and Governance Committee and is a member of the Audit and Compensation Committees. Prior to joining us, Mr. Tu was a partner at Cooley LLP, from May 2021 to June 2024. Prior to that, he was a partner at Orrick, Herrington and Sutcliffe LLP, from July 2004 to May 2021. Mr. Tu has taught board governance and risk management at Stanford University’s Senior Executive Leadership Program and the University of California, Los Angeles’s Director Training Program, and has been recognized by Chambers USA, Martindale-Hubbell, Legal 500, and Best Lawyers in America for securities litigation. He holds a Juris Doctor from the University of California, Los Angeles School of Law and a Bachelor of Arts from the University of California, Berkeley. We believe that Mr. Tu is qualified to serve on our Board because of his deep corporate governance and securities law expertise. 43 Legal Proceedings None of our executive officers or directors are parties to any material proceedings adverse to Reed’s, have any material interest adverse to Reed’s or have, during the past ten years been subject to legal or regulatory proceedings required to be disclosed hereunder. Family Relationships Shufen Deng and Yumin Dai are spouses. Otherwise, there are no family relationships between any of our executive officers and directors. Corporate Governance Audit Committee of the Board of Directors We have established an Audit Committee of the board of directors. The Audit Committee, among other things, evaluates the performance of and assesses the qualifications of the independent registered public accounting firm; determines and approves the engagement of the independent registered public accounting firm; determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm; reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on the Company’s audit engagement team as required by law; reviews and approves or rejects transactions between the Company and any related persons; confers with management regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and meets to review the Company’s annual audited consolidated financial statements and quarterly unaudited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee is currently composed of two directors: Sam Van (Chair) and Michael C. Tu. Our board of directors has adopted a written Audit Committee charter that is available on our website at https://investor.reedsinc.com /. The board has determined that each member of our Audit Committee is an “independent director” as defined by the applicable NYSE American listing rules and Rule 10A-3(b)(1) under the Exchange Act. The board has determined Sam Van qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. In addition, the board determined that (i) none of the Audit Committee members have participated in the preparation of the financial statements of the Company at any time during the past three years and (2) Audit Committee members are able to read and understand fundamental financial statements. Code of Ethics We have adopted a Code of Ethics, which applies to all officers, directors and employees. Our Code of Ethics is posted on our website at http://investor.reedsinc.com . Any amendments to the Code of Ethics, or any waivers of its requirements, are expected to be disclosed on our website to the extent required by applicable rules and exchange requirements, including in order to satisfy Item 5.05 of Form 8-K. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive officers and beneficial holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. To our knowledge, based solely upon a review of such reports filed electronically with the SEC, during our fiscal year ended December 31, 2025, the following individuals each failed to timely file a Form 3: Michael C. Tu, Tina Reejsinghani, Cyril Wallace, Rudolf Bakker, and Sam Van. Era Regenerative Medicine Ltd., an entity affiliated with D&D, failed to timely file a Form 4 with respect to one transaction during the reporting period. Stockholder Director Nomination Procedures There have not been any material changes to the procedures by which stockholders may recommend nominees to our board of directors. Insider Trading Policy Reed’s has adopted an insider trading policy and procedures governing the purchase, sale and/or other dispositions of its securities by directors, officers and employees. A copy of the insider trading policy is included as an exhibit to this Annual Report on Form 10-K. In addition, it is the Company’s practice to comply with the applicable laws and regulations relating to insider trading. 44 Item 11. Executive Compensation The following table summarizes all compensation for fiscal years 2025 and 2024 (as applicable) earned by (i) each individual who served as our principal executive officer during fiscal 2025 and (ii) the next two most highly compensated executive officers serving at the end of fiscal 2025, or our “Named Executive Officers.” In April 2025, Mr. Snyder announced his retirement as our Chief Executive Officer, and thereafter, Mr. Wallace commenced employment as our Chief Executive Officer and was appointed as a member of our board of directors. Effective March 24, 2026, Mr. Cohane, our Chief Operating Officer, was appointed as our interim Chief Executive Officer and a member of our board of directors, following Mr. Wallace’s resignation from the positions of Chief Executive Officer and director on the same date. Mr. Wallace will remain an employee of the Company through March 31, 2026. Name and Principal Position Year Salary Bonus(1) All Other Compensation (2) Total Cyril A. Wallace, Jr.(3) 2025 $ 495,833 $ 35,000 $ 23,861 $ 554,694 Former Chief Executive Officer Norman E. Snyder, Jr.(4) 2025 $ 180,163 $ 30,000 $ 418,519 $ 436,976 Former Chief Executive Officer 2024 $ 428,942 $ 50,000 $ 14,416 $ 493,358 Douglas W. McCurdy(5) 2025 $ 289,354 $ - $ $ 289,354 Chief Financial Officer Yumin Dai(6) 2025 $ 162,875 $ - $ 113,794 $ 276,669 Chief Executive Officer, Reed’s (Asia) Limited (BVI) (1) The amounts reported in this column for 2025 represent a one-time signing bonus for Mr. Wallace and a guaranteed bonus for Mr. Snyder, each as described further below under “—Employment Arrangements with Our Named Executive Officers” and “—Potential Payments Upon Termination or Change in Control.” (2) The amounts reported in this column for 2025 represent (i) $23,861 paid to Mr. Wallace for relocation expense reimbursement, (ii) $412,512 paid to Mr. Snyder in connection with his departure as our Chief Executive Officer, as described further below under “—Potential Payments upon Termination or Change in Control,” which consists of (a) $378,525, representing twelve (12) months of his then-current base salary, plus (b) $33,987 representing twelve (12) months of the costs of health and welfare benefits, and (iii) $10,681 paid to Mr. Dai for automobile expenses, $ 29,082 for the rental of an apartment for Mr. Dai, $48,523 in hotel costs for Mr. Dai, and $25,508 paid on behalf of Mr. Dai to the real estate agency that assisted with locating Mr. Dai’s apartment . (3) Mr. Wallace served as our Chief Executive Officer from April 16, 2025 to March 24, 2026. (4) Mr. Snyder retired as our Chief Executive Officer effective April 16, 2025 and continued serving as an employee through May 31, 2025. The amount reported in the “Salary” column for 2025 includes $22,444 accrued but unused paid time off. (5) Mr. McCurdy commenced employment as our Chief Financial Officer on February 10, 2025. (6) Mr. Dai’s compensation was paid in Japanese Yen (JPY), which was converted into U.S. dollars at an exchange ratio of $0.00637706 per JPY. Narrative Disclosure to Summary Compensation Table Base Salary Our Named Executive Officers receive base salaries to compensate them for services rendered to us. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation, taking into account such Named Executive Officer’s qualifications, experience, scope of responsibilities, and competitive market considerations. The 2025 annual base salary rates for each of our Named Executive Officers are set forth in the table below: Name 2025 Base Salary Rate Cyril A. Wallace, Jr. $ 700,000 Norman E. Snyder, Jr. $ 378,525 Douglas W. McCurdy $ 323,000 Yumin Dai $ 300,000 Welfare and Other Benefits We provide health, dental, vision, life, and disability insurance benefits to our Named Executive Officers, on the same terms and conditions as provided to all other eligible U.S. employees. We also maintain a 401(k) plan that provides eligible employees, including our U.S-based Named Executive Officers, with an opportunity to save for retirement on a tax advantaged basis. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made and pre-tax contributions and earnings on pre-tax and after-tax contributions are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan. Employment Arrangements with Our Named Executive Officers Cyril A. Wallace, Jr. In connection with commencement of his employment as our Chief Executive Officer, we entered into an Employment Agreement with Mr. Wallace, dated as of April 16, 2025 (the “Wallace Agreement”). The Wallace Agreement provides for a base salary of $700,000. Mr. Wallace will receive health insurance, four weeks’ paid vacation on an annual basis and other benefits available to our executive officers. Mr. Wallace received a signing bonus of $35,000 and long-distance commuting and relocation expense reimbursement up to $50,000, which in each case must be reimbursed in full if his employment is terminated (for no reason or any reason) prior to the one-year anniversary of April 16, 2025. The Wallace Agreement is “at-will” and may be terminated by Mr. Wallace or Reed’s at any time upon five days’ notice, for no reason or for any reason. Subject to the establishment of a new equity incentive plan and Mr. Wallace’s continued employment, Mr. Wallace will be granted a restricted stock award of 46,667 shares of common stock, vesting monthly over a one-year term measured from April 16, 2025, and three performance-based stock option awards to purchase up to an aggregate of 231,361 shares of common stock. Vesting of performance-based stock options will be subject to achievement of annual performance metrics established by the board of directors and agreed between the parties. In addition, the Wallace Agreement provides that, in the event Mr. Wallace receives any payments or benefits that constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and that are subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, the Company will pay Mr. Wallace an amount equal to the sum of the excise tax payable, plus the amount necessary to put Mr. Wallace in the same after tax position as if no excise tax had been imposed. 45 Norman E. Snyder, Jr. In connection with his promotion to Chief Executive Officer of the Company in 2020, we entered into an Amended and Restated Employment Agreement with Mr. Snyder, effective March 1, 2020 (the “Snyder Agreement”). The Snyder Agreement provided for an initial base salary of $300,000 (increased to $350,000 in September 2020), eligibility for standard benefits available to executive officers, and the grant of certain restricted stock and stock option awards. The Snyder Agreement also provided for payment of severance benefits in connection with certain qualifying terminations of employment. In connection with his retirement from employment on May 31, 2025, Mr. Snyder received the benefits described below under “—Potential Payments Upon Termination or Change in Control—Snyder Transition Agreement.” Douglas McCurdy On January 31, 2025, we entered into an Employment Agreement with Mr. McCurdy (the “McCurdy Agreement”). The McCurdy Agreement provides for an initial one-year term beginning on February 10, 2025 and ending on February 10, 2026 (the “Original Term”), which may be extended for additional successive one-year periods by mutual agreement of the parties. If the McCurdy Agreement is neither terminated nor extended, Mr. McCurdy’s employment continues on an at-will basis for one-month periods following the Original Term. Pursuant to the terms of the McCurdy Agreement, Mr. McCurdy receives an annual base salary of $323,000 and is eligible for a discretionary annual performance bonus with a target of 30% of his annual salary. Mr. McCurdy is also eligible to receive standard benefits available to executive officers and to receive long-term equity incentive awards from time to time. The McCurdy Agreement also provided for payment of severance benefits in connection with certain qualifying terminations of employment occurring during the Original Term, as described below under “—Potential Payments Upon Termination or Change in Control—McCurdy Agreement.” Yumin Dai Mr. Dai receives a salary of $300,000 and certain reimbursement of automobile and housing expenses. Potential Payments upon Termination or Change in Control Mr. Dai is not entitled to receive any payments in connection with a termination of his employment or a change in control of the Company. We expect to enter into a separation agreement and release with Mr. Wallace in connection with his resignation. The benefits actually provided to Mr. Snyder in connection with his termination and the benefits that Mr. McCurdy would be entitled to receive in connection with certain terminations of his employment are described below. Snyder Transition Agreement Effective April 16, 2025, we entered into a transition and separation agreement with Mr. Snyder, pursuant to which he ceased serving as our Chief Executive Officer (the “Snyder Transition Agreement”). In order to ensure a smooth transition, Mr. Snyder remained an employee of the Company through May 31, 2025. Pursuant to the Snyder Transition Agreement, Mr. Snyder continued to receive his annual base salary and his unvested equity continued to vest through May 31, 2025. In addition, subject to his execution and delivery of a release of claims, Mr. Snyder was entitled to receive 12 months’ severance, payable in equal monthly installments through May 31, 2026, at his then-current salary rate, $378,525 per year, reimbursement of COBRA premiums and deductibles for such 12-month period, and his vested options would remain exercisable for an extended period of two years following his date of separation. The Snyder Transition Agreement also provides for a guaranteed bonus payment of $30,000 and an additional bonus of up to $20,000 based on the achievement of certain performance metrics. As of the date hereof, no portion of the $20,000 additional bonus payment was earned or paid, and the entire $20,000 amount has been forfeited. McCurdy Agreement In the event of a termination of Mr. McCurdy’s employment without “cause” or a resignation by Mr. McCurdy for “good reason” (each, as defined in the McCurdy Agreement) during the Original Term, subject to his execution and delivery of a release of claims, Mr. McCurdy would have received (i) equal installment payments of $26,917 for the number of months remaining in the Original Term, and (ii) COBRA reimbursements for up to the remaining period of the Original Term. Outstanding Equity Awards at Year-End The following table sets forth certain information regarding equity awards held by each Named Executive Officer outstanding as of December 31, 2025: Name and Position Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Norman E. Snyder, Jr.(1) 1,468 — — $ 264.00 2/25/2030 84 — — $ 150.00 3/25/2030 828 $ 210.00 5/20/2030 2,654 — — $ 285.00 9/16/2030 6,385 — — $ 7.80 4/29/2034 (1) Mr. Snyder retired as our Chief Executive Officer effective April 16, 2025 and continued serving as an employee through May 31, 2025. Pursuant to the Snyder Transition Agreement, Mr. Snyder’s unvested equity continued to vest through May 31, 2025. See “—Potential Payments Upon Termination or Change in Control.” Director Compensation We pay our independent directors an annual cash retainer in the amount of $50,000, on a quarterly basis, prorated based on the dates of service for each non-employee director. The following table summarizes the compensation paid to our non-employee directors for the year ended December 31, 2025: Name Fees Earned or Paid in Cash Stock Awards Option Awards Non-Equity Incentive Plan Compensation All Other Compensation Total Shufen Deng (1) $ - - - - - $ - Sam Van $ 50,000 - - - - $ 50,000 Rudolf J. M. Bakker (2) $ 37,500 - - - - $ 37,500 Michael C. Tu (3) $ 14,674 - - - - $ 14,674 Lewis Jaffe (4) $ 12,500 - - - $ 12,500 Randle Lee Edwards (5) $ 34,783 - - - - $ 34,783 (1) Shufen Deng elected to waive non-employee director compensation due to her position at the time as the principal and director designee of D&D Source of Life Holding, Ltd. (2) Rudolf J. M. Bakker was appointed to the board effective April 11, 2025, and the amounts set forth herein represent the prorated amount of Mr. Bakker’s cash fee. (3) Michael C. Tu was appointed to the board effective September 15, 2025, and the amounts set forth herein represent the prorated amount of Mr. Tu’s cash fee. (4) Lewis Jaffe resigned from the board effective March 31, 2025, and the amounts set forth herein represent the prorated amount of Mr. Jaffe’s cash fee. (5) Randle Lee Edwards resigned from the board effective September 10, 2025, and the amounts set forth herein represent the prorated amount of Mr. Edwards’ cash fee. 46 Policy on Timing of Equity Award Grants The Compensation Committee and the Board have no t established written policies regarding the timing of option grants or other awards in relation to the release of material nonpublic information (“MNPI”). They do however as a matter of practice take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation. During 2025, the timing of grant of stock options did not trigger disclosures hereunder. Clawback Policy Our board of directors has adopted a written compensation recovery policy in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable exchange rules, a copy of which is included as an exhibit to this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information regarding our shares of common stock beneficially owned as of March 1, 2026 by (i) each Named Executive Officer and director, (ii) all executive officers and directors as a group, and (iii) each stockholder known by the Company to be the beneficial owner of 5% or more of our outstanding shares of common stock. A person is considered to beneficially own any shares (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Options and warrants to purchase shares of our common stock that are exercisable within 60 days of March 1, 2026 are deemed to be beneficially owned by the person holding these options and/or warrants, as applicable, for the purpose of computing percentage ownership of that person, but they are not treated as outstanding for the purpose of computing any other person’s ownership percentage. Applicable percentages are based on 11,820,429 shares of common stock outstanding as of March 1, 2026, adjusted as required by rules promulgated by the SEC. Except as otherwise indicated below and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by them. Unless otherwise indicated, the principal address of each listed executive officer and director is 501 Merritt 7 PH, Norwalk, Connecticut 06851. Name of Beneficial Owner Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Named Executive Officers and Directors: Cyril A. Wallace, Jr.(1) — — % Norman E. Snyder, Jr.(2) 11,674 * % Douglas W. McCurdy — — % Yumin Dai — — % Shufen Deng — — % Sam Van — — % Rudolf J. M. Bakker — — % Michael C. Tu — — % All current executive officers and directors as a group (8 persons) 675 * % 5% or Greater Stockholders Entities affiliated with D&D Source of Life Holding Ltd.(3) 6,183,856 52.1 % * Represents beneficial ownership of less than 1% of our outstanding common stock. (1) Mr. Wallace resigned from the positions of our Chief Executive Officer and a member of the board of directors, effective March 24, 2026. Mr. Wallace will remain an employee of the Company through March 31, 2026. (2) Mr. Snyder retired as our Chief Executive Officer effective April 16, 2025 and continued serving as an employee through May 31, 2025. The amount reported consists of (i) options to purchase 11,198 shares of common stock that are exercisable within 60 days of March 1, 2026 and (ii) 476 shares of common stock underlying warrants that are exercisable within 60 days of March 1, 2026. (3) This information is based partially on the information reported on the Schedule 13D filed by D&D and Era Regenerative Medicine Ltd (“ERM”) on June 10, 2025. The amount reported consists of (i) 5,777,524 shares of common stock held by D&D, (ii) 38,685 shares of common stock underlying warrants held by D&D that are exercisable within 60 days of March 1, 2026, (iii) 367,647 shares of common stock held by ERM. 1,250,000 shares of common stock underlying warrants are excluded from the amount reported above as beneficially owned because they are subject to limitations on exercisability if such exercise would result in D&D beneficially owning more than 4.99% of our outstanding common stock. ERM is a holding company and the sole shareholder of D&D. Dai Siqi is the sole director of ERM, and may be deemed to have shared voting, investment and dispositive power with respect to the securities held by D&D. Dai Siqi disclaims beneficial ownership in the securities held by D&D except for his pecuniary interest therein as sole director of ERM. The address of D&D is Genesis Building, 5th Floor, Genesis Close, George Town, PO Box 446, Grand Cayman, Cayman Islands, KY1-1106. The address of each of ERM and Dai Siqi is Unit 8, 3/F, Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town Tortola, D8, VG1110. Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2025, our 2024 Inducement Plan and our Amended and Restated 2020 Plan were in effect. Our Second Amended and Restated 2017 Incentive Compensation Plan was discontinued, although outstanding awards granted per its terms remain in effect. 47 The following table provides information, as of December 31, 2025, with respect to equity securities authorized for issuance under our equity compensation plans: Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in Plan Category (a) (b) Column (a) Equity compensation plans approved by stockholders 14,711 (1) $ 262.78 36,657 (2) Equity compensation plans not approved by stockholders (3) 14,317 $ 7.80 27,350 TOTAL 29,028 $ 137.02 64,007 (1) Includes (i) outstanding options to purchase 11,183 shares of our common stock under the Amended and Restated 2020 Plan and (ii) outstanding options to purchase 3,528 shares of our common stock under the Second Amended and Restated 2017 Incentive Compensation Plan. The Second Amended and Restated 2017 Incentive Compensation Plan was terminated upon the adoption of the Amended and Restated 2020 Plan. (2) Represents shares of our common stock available for future issuance under the Amended and Restated 2020 Plan. (3) Represents our 2024 Inducement Plan. Item 13. Certain Relationships and Related Transactions, and Director Independence Policies and Procedures Regarding Transactions with Related Persons Our Board adopted a written related person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of our policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest. Transactions involving compensation for services provided to us by an employee, consultant or director will not be considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of our voting securities, including any of their immediate family members and affiliates and entities owned or controlled by any related person. Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of the proposed related person transaction, must present information regarding the proposed related person transaction to our Audit Committee (or, where review by our Audit Committee would be inappropriate, to another independent body of our Board) for review. To identify related person transactions in advance, we will rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related person transactions, our Audit Committee will take into account the relevant available facts and circumstances, which may include, but are not limited to: ● the risks, costs, and benefits to us; ● the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the terms of the transaction; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties. Our Audit Committee will approve only those transactions that it determines are fair to and in the best interests of the Company. All of the transactions described above were entered into prior to the adoption of, or in compliance with, such policy. Certain Relationships and Related Transactions The following includes a summary of transactions since January 1, 2024, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material interest. 48 D&D Source of Life Holding, Ltd. On February 28, 2024, D&D invested $3,000,000 in us through Simple Agreement for Future Equity (SAFE) vehicles. Pursuant to its SAFE, (i) D&D’s director designation rights were reaffirmed and expanded to rights to designate up to three directors of the Company, two of whom must be independent, (ii) Shufen Deng was named Vice-Chairperson of the board of directors of the Company, and (iii) Randle Lee Edwards was designated as an independent director designee. D&D’s director designation rights continue so long as D&D beneficially owns 25% or more of the Company’s issued and outstanding common stock. In addition, in connection with this investment, the Company agreed to limit the size of the Board to nine members. On September 10, 2024, D&D subscribed for an aggregate of 3,268,795 shares of common stock in a private placement transaction (“PIPE”). D&D’s subscription in such private placement was paid through automatic conversion of its SAFE in the principal amount of $3,000,000 with the balance of $1,903,192 paid in cash. On October 10, 2024, certain funds affiliated with Whitebox Advisors, LLC (“Whitebox”) sold and assigned their entire interest in eight secured promissory notes (the “Whitebox Notes”) of the Company to D&D for a total purchase price of $17,878,248. The Whitebox Notes contained customary affirmative and negative covenants and events of default. The Whitebox Notes were secured by substantially all of the Company’s assets, including all intellectual property. Certain of the Whitebox Notes were not convertible and certain of the Whitebox Notes were convertible, subject to certain limitations, including a beneficial ownership limitation of 9.9% of the number of shares of common stock outstanding. On November 14, 2024, we entered into a new secured one-year term loan with a principal amount of $10.0 million with Whitebox. The term loan is secured by substantially all of the Company’s assets, including all intellectual property. We used part of the proceeds to pay off and close our then existing revolving line of credit. In order to facilitate the term loan transaction, D&D and the Company amended the Whitebox Notes. D&D released all collateral under the Whitebox Notes, deferred cash payments thereunder and extended the maturity dates of all of the Whitebox Notes to 181 days after the maturity of the revolving credit facility, which was November 14, 2025 (with the maturity dates of the Whitebox Notes extended to May 14, 2026). D&D and its agent further waived certain events of default under the Whitebox Notes through the maturity date. Further, as part of the term loan transaction, D&D subordinated its Whitebox Notes to Whitebox. The Company further pledged collateral and granted security interests in all of its intellectual property to Whitebox. On November 19, 2024, we and D&D entered into an exchange agreement, whereby D&D equitized the Whitebox Notes, in full, for an aggregate of 22,478,074 shares of common stock of the Company. ERM, the sole shareholder of D&D, acquired 367,647 shares of our common stock on December 30, 2024, in a private placement of an aggregate of 14,705,882 shares of common stock to accredited investors for aggregate gross proceeds of $10,000,000. The purchase price per share was $0.68. Pursuant to a Registration Rights Agreement, effective December 30, 2024, we filed a registration statement on Form S-1 (File No. 333-286492), which was declared effective by the SEC on April 21, 2025, covering the resale of the Registrable Securities (as defined therein). On January 24, 2025, we and D&D entered into an amendment to the Shareholders Agreement dated May 25, 2023 (as amended, the “D&D Shareholders Agreement”), amending the agreement to incorporate the following previously agreed terms: so long as D&D owns 25% or more of the Company’s issued and outstanding common stock, (1) D&D shall have the right to designate three individuals for appointment to the board of directors of the Company, two of whom shall be “independent directors” as defined in applicable SEC and exchange rules, (2) D&D shall have the right to designate one board observer and (3) the size of the Company’s board of directors will not exceed nine members without the consent of both D&D’s independent designated directors. Pursuant to the D&D Shareholders Agreement, D&D has designated Shufen Deng, chairperson of our board of directors, Sam Van and Michael Tu, each an independent director, to serve on our board of directors. D&D has also designated Yumin Dai, the spouse of Shufen Deng, as a board observer. On January 24, 2025, we and D&D entered into a Board Observer Agreement governing D&D’s right to designate the board observer. Such board observer right permits the observer’s attendance at board meetings and participation in discussions at such meetings. The agreement further provides for indemnification and advancement of expenses from the Company to the same extent provided by the Company to its directors and for reimbursement of reasonable out-of-pocket expenses incurred by the observer in connection with attending meeting, subject to company policies in effect. Any individual’s service as the observer is conditioned on such individual’s execution of an agreement with the Company that preserves the confidentiality of Reed’s information and board discussions. D&D designated Mr. Yumin Dai to be the board observer. On May 28, 2025, we entered into a Securities Purchase Agreement with certain accredited investors, including D&D, pursuant to which we agreed to issue and sell $3,000,000 of shares of common stock at a purchase price per share of $0.93. D&D purchased $1,000,000 of shares of common stock in this private placement, which closed on June 4, 2025. Pursuant to a Registration Rights Agreement dated May 28, 2025, we filed a registration statement on Form S-1 (File No. 333-289889), which was declared effective by the SEC on September 4, 2025, covering the resale of the Registrable Securities (as defined therein). On December 4, 2025, we entered into the Underwriting Agreement with A.G.P./Alliance Global Partners, as representative of the Underwriters, pursuant to which we agreed to sell and issue to the Underwriters, in the Offering an aggregate of (i) 2,500,000 shares of common stock and (ii) warrants to purchase up to 2,500,000 shares of common stock. Additionally, we granted the Underwriters the Overallotment Option to purchase up to an additional 375,000 shares of common stock and/or warrants at the public offering price, less underwriting discounts and commissions. On December 5, 2025 and December 12, 2025, the Underwriters fully exercised the Overallotment Option. Each share of common stock and accompanying warrant to purchase one share of common stock were sold together at a combined public offering price of $4.00 less underwriting discounts and commissions. Each warrant issued in the Offering has an exercise price per share of common stock equal to $4.50, subject to certain adjustments and beneficial ownership limitations. The warrants became immediately exercisable upon issuance and will expire on December 8, 2030. To our knowledge, D&D participated in the Offering, and purchased 1,250,000 shares of common stock and warrants to purchase 1,250,000 shares of common stock. 49 John J. Bello John J. Bello is the former Chairman of the board and was a significant stockholder of the company. In March 2023 he funded $300,000 to the company through a SAFE investment. The SAFE investment converted into 300,000 shares of common stock on September 10, 2024 pursuant to the company’s PIPE transaction. Norman E. Snyder, Jr. On July 26, 2024, Norman E. Snyder Jr., the then-serving CEO of the Company, provided a personal guaranty for $500,000 over advance on the company’s line of credit with Alterna Capital Solutions, LLC. The over advance was repaid by September 30, 2024. Yumin Dai Yumin Dai is the spouse of Shufen Deng. On February 4, 2025, he was appointed Chief Executive Officer of the Company’s newly formed wholly owned subsidiary, Reed’s (Asia) Limited (BVI). His salary is $300,000 per year. The Company expects to expand Mr. Dai’s duties to serve as Chief Executive Officer and director of a newly formed Japanese subsidiary. Compensation Arrangements and Equity Awards for Executive Officers and Directors We have employment arrangements with our executive officers that, among other things, provide for certain change in control benefits, as well as severance benefits for executive officers. For a description of these agreements with our named executive officers, see “Item 11. Executive Compensation.” We have granted, and may grant in the future, stock options and restricted stock awards to our executive officers and our directors. For a description of these equity awards to our named executive officers, see “Item 11. Executive Compensation.” Indemnification Agreements for Executive Officers and Directors We have entered into indemnification agreements with each of our directors and certain of our executive officers. These agreements require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Director Independence As of the date of this Annual Report, our board has five directors. The following are the three standing committees of the board: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The board, upon recommendation from the Nominating and Corporate Governance Committee, determined each of Michael C. Tu, Sam Van and Rudolf Bakker is an “independent director” as defined by Section 803(A) of the NYSE American Company Guide. The Board also determined that each member of our Audit, Compensation and Nominating and Corporate Governance Committees satisfies the independence standards for such committees established by the NYSE American Company Guide, as applicable. Independence of board members is re-evaluated by the board annually. We intend to maintain at least a majority of independent directors on our board in the future. Item 14. Principal Accountant Fees and Services Weinberg & Company, P.A. (“Weinberg”) was our independent registered public accounting firm for the years ended December 31, 2025, and 2024. The following table shows the fees paid or accrued by us for the audit and other services provided by Weinberg for the years ended December 31, 2025, and 2024: 2025 2024 Audit Fees $ 311,090 $ 279,804 Audit-Related Fees — — Tax Fees 46,603 33,928 All Other Fees 70,575 390 Total $ 428,268 $ 314,122 50 As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.” Audit Fees Weinberg provided services for the audits of our financial statements included in Annual Reports on Form 10-K and limited reviews of the financial statements included in Quarterly Reports on Form 10-Q. Audit Related Fees Weinberg did not provide any professional services which would be considered “audit related fees.” Tax Fees Weinberg prepared our 2025 and 2024 Federal and state income tax returns. All Other Fees Services provided by Weinberg with respect to the filing of various registration statements made throughout the year are considered “all other fees.” Audit Committee Pre-Approval Policies and Procedures Under the SEC’s rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered public accounting firm in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent registered public accounting firm. Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent registered public accounting firm to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting. Accordingly, 100% of audit services and non-audit services described in this Item 14 were pre-approved by the Audit Committee. 51 PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements See Index to Financial Statements in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. 2. Financial Statement Schedules All other financial statement schedules have been omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto. 3. Exhibits The exhibits listed below are filed as part of this Annual Report on Form 10-K, or are incorporated herein by reference, in each case as indicated below: Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Certificate of Incorporation of Reed’s, Inc., as amended through February 5, 2025 10-K 001-32501 3(i) 3/28/2025 3.2 Certificate of Amendment of the Certificate of Incorporation of Reed’s, Inc., effective October 31, 2025 8-K 001-32501 3.1 10/31/2025 3.3 Second Amended and Restated Bylaws of Reed’s Inc. 8-K 001-32501 3.1 12/8/2025 4.1 Form of Warrant to Union Square Park Partners, LP, issued on March 11, 2022 8-K 001-32501 4.1 3/21/2022 4.2 Form of Warrant 2022 PIPE, issued on March 11, 2022 8-K 001-32501 4.1 3/14/2022 4.3 Form of Secured Convertible Promissory Note, issued on May 9, 2022 8-K 001-32501 4.1 5/10/2022 4.4 Form of Warrant, issued on May 25, 2023 8-K 001-32501 4.1 5/31/2023 4.5† Warrant Agency Agreement by and between Reed’s, Inc. and Transfer Online, Inc., dated December 3, 2025 X 4.6 Form of Warrant to Purchase Common Stock dated December 8, 2025 8-K 001-32501 4.1 12/8/2025 4.7 Form of Common Stock Certificate S-1 333-291443 4.6 11/12/2025 4.8 Description of Securities X 10.1 + Form of Reed’s Inc. Indemnification Agreement 10-K 001-32501 10.1 4/1/2024 10.2 + Reed’s Inc. 2020 Equity Incentive Plan, as amended December 30, 2021 10-K 001-32501 10.2 4/1/2024 10.3 + Reed’s Inc. 2024 Inducement Plan 10-K 001-32501 10.3 4/1/2024 10.4 + Employment Agreement by and between Reed’s Inc. and Douglas W. McCurdy dated January 31, 2025 10-K 001-32501 10.4 3/28/2025 10.5 + Amended and Restated Employment Agreement by and between Reed’s Inc. and Norman E. Snyder, Jr. dated June 24, 2020 10-K 001-32501 10.22 4/15/2022 10.6 Lease by and between Merritt 7 Venture LLC and Reed’s Inc. dated May 10, 2024 10-Q 001-32501 10.2 8/13/2024 52 Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 10.7† First Amendment to Lease, by and between Merritt 7 Venture LLC and Reed’s Inc., dated April 10, 2025 X 10.8 Second Amendment and Partial Termination of Lease, by and between Merritt 7 Venture LLC and Reed’s Inc., dated November 19, 2025 X 10.9 Form of Registration Rights Agreement by and among Reed’s Inc, and certain investors dated March 10, 2022 8-K 001-32501 10.2 3/14/2022 10.10 Registration Rights Agreement by and between Reed’s Inc. and purchasers dated May 9, 2022 8-K 001-32501 10.2 5/10/2022 10.11 Shareholders Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated May 25, 2023 8-K 001-32501 10.2 5/31/2023 10.12 Amendment to Shareholders Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated January 24, 2025 8-K 001-32501 10.1 1/28/2025 10.13 Board Observer Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated January 24, 2025 8-K 001-32501 10.2 1/28/2025 10.14 Registration Rights Agreement by and between Reed’s Inc., and D&D Source of Life Holdings Ltd. and certain other investors, dated May 25, 2023 8-K 001-32501 10.3 5/31/2023 10.15 Securities Purchase Agreement by and between Reed’s Inc. and certain investors, dated December 30, 2024 8-K 001-32501 10.1 1/6/2025 10.16 Registration Rights Agreement by and between Reed’s Inc. and certain investors, dated December 30, 2024 8-K 001-32501 10.2 1/6/2025 10.17 Senior Secured Loan and Security Agreement among Reed’s Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 8-K 001-32501 10.1 11/19/2024 10.18 Grant of Security Interest in Copyright Rights by Reed’s Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 8-K 001-32501 10.3 11/19/2024 53 Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 10.19 Grant of Security Interest in Patent Rights by Reed’s Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 8-K 001-32501 10.4 11/19/2024 10.20 Grant of Security Interest in Trademark Rights by Reed’s Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 8-K 001-32501 10.5 11/19/2024 10.21 Subordination Agreement by and among Reed’s Inc., Wilmington Savings Fund society, FSB, as holder representative and collateral agent, D&D Source of Life Holding Ltd. and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 8-K 001-32501 10.6 11/19/2024 10.22 Pledge Agreement by Reed’s Inc. in favor of Cantor Fitzgerald Securities, in its capacity as collateral agent, dated November 14, 2024 8-K 001-32501 10.7 11/19/2024 10.23 Exchange Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated November 18, 2024 8-K 001-32501 10.8 11/19/2024 10.24 Option Exercise and Sixth Amendment to the 10% Secured Convertible Notes by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated August 1, 2024 10-Q 001-32501 10.1 8/13/2024 10.25 Securities Purchase Agreement by and between Reed’s Inc. and investors, dated September 9, 2024 8-K 001-32501 10.1 9/13/2024 10.26 Registration Rights Agreement by and between Reed’s Inc. and investors, dated September 9, 2024 8-K 001-32501 10.2 9/13/2024 10.27 Limited Waiver and Deferral Agreement by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated May 17, 2024 10-Q 001-32501 10.3 5/20/2024 10.28 Amendment to Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated April 1, 2024 8-K/A 001-32501 10.1 4/3/2024 10.29 Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated February 12, 2024 8-K 001-32501 10.3 2/13/2024 10.30 + Retirement, Transition and Separation Agreement by and between Reed’s, Inc. and Norman E. Snyder, Jr. dated April 14, 2025 8-K 001-32501 10.1 4/17/2025 10.31 + Executive Employment Agreement by and between Reed’s, Inc. and Cyril Wallace dated April 16, 2025 8-K 001-32501 10.2 4/17/2025 10.32 Form of Securities Purchase Agreement by and between Reed’s, Inc. and certain accredited investors dated May 28, 2025 10-Q 001-32501 10.4 8/13/25 10.33 Form of Registration Rights Agreement by and between Reed’s, Inc. and certain accredited investors dated May 28, 2025 10-Q 001-32501 10.4 8/13/25 54 Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 10.34 Form of Securities Purchase Agreement, dated as of September 12, 2025, by and between Reed’s, Inc. and certain accredited investors 8-K 001-32501 10.1 9/16/2025 10.35 Form of Registration Rights Agreement, dated as of September 12, 2025, by and between Reed’s, Inc. and certain accredited investors 8-K 001-32501 10.1 9/16/2025 10.36 Amendment No. 1 to Senior Secured Loan and Security Agreement among Reed’s, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated September 26, 2025 8-K 001-32501 10.1 9/26/2025 10.37+ Offer Letter by and between Reed’s Inc. and Neal M. Cohane dated December 17, 2025 8-K 001-32501 10.1 12/29/2025 19.1 Insider Trading Policy X 21.1 Subsidiaries of Reed’s Inc. X 23.1 Consent of Weinberg & Co., PA., Independent Registered Public Accounting Firm X 24.1 Power of Attorney (included on the signature page) X 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1# Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2# Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Reed’s, Inc. Clawback Policy for Covered Executives 10-K 001-32501 97 4/1/2024 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document. X 104 Cover Page formatted as inline XBRL and contained in Exhibit 101. X # Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. + Indicates management contract or compensatory plan. † Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Item 16. Form 10K Summary Not applicable. 55 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 25, 2026 REED’S, INC. a Delaware corporation By: /s/ Neal M. Cohane Neal M. Cohane Interim Chief Executive Officer POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Neal M. Cohane and Douglas W. McCurdy, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done 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 the individual’s substitute, may lawfully do or cause to be done by virtue hereof. In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.(new board members to de added) Signature Title Date /s/ Neal M. Cohane Interim Chief Executive Officer, March 25, 2026 Neal M. Cohane (Principal Executive Officer), Director /s/ Douglas W. McCurdy Chief Financial Officer March 25, 2026 Douglas W. McCurdy (Principal Financial Officer and Principal Accounting Officer) /s/ Shufen Deng Chairperson of the Board March 25, 2026 Shufen Deng /s/ Sam Van Director March 25, 2026 Sam Van /s/ Rudolf J. M. Bakker Director March 25, 2026 Rudolf J. M. Bakker /s/ Michael C. Tu Director March 25, 2026 Michael C. Tu 56