What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-26 · 188 added, 68 removed, 632 unchanged (29% of the section changed)

36 unchanged sentences

Cash and cash equivalents

$ 25,354 $ 30,653

Accounts receivable, net

11,106 10,795

20,393 18,618

Prepaid expenses and other current assets

Total current assets

58,220 61,909

Property and equipment, net

2 unchanged sentences

Other non-current assets

$ 63,620 $ 67,951

LIABILITIES AND EQUITY

1 unchanged sentence

Accounts payable

$ 17,565 $ 15,295

Accrued expenses and other current liabilities

1 unchanged sentence

Total current liabilities

28,019 24,222

Operating lease liabilities, net of current portion

1 unchanged sentence

Total liabilities

28,019 25,006

Commitments and contingencies (Note 9)

7 unchanged sentences

Additional paid-in capital

182,226 186,148

Accumulated deficit

( 131,262 ) ( 121,342 )

Total Zevia PBC stockholders’ equity

51,039 64,879

Noncontrolling interests

( 15,438 ) ( 21,934 )

35,601 42,945

Total liabilities and equity

$ 63,620 $ 67,951

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(in thousands, except share and per share amounts)

$ 161,259 $ 155,049

Cost of goods sold

83,839 83,120

77,420 71,929

Operating expenses:

Selling and marketing

52,386 57,132

General and administrative

30,024 30,024

Equity-based compensation

2 unchanged sentences

Total operating expenses

89,210 95,583

Loss from operations

Other (expense) income, net

( 11,790 ) ( 23,654 )

Other income (expense), net

Loss before income taxes

( 11,112 ) ( 23,717 )

Provision for income taxes

Net loss and comprehensive loss

( 11,166 ) ( 23,783 )

Loss attributable to noncontrolling interest

Net loss attributable to Zevia PBC

$ ( 9,920 ) $ ( 20,005 )

Net loss per share attributable to common stockholders

$ ( 0.15 ) $ ( 0.34 )

Weighted average common shares outstanding

66,016,155 58,683,445

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

(in thousands, except for share amounts)

Paid in Capital

Accumulated Deficit

Noncontrolling interest

Balance at January 1, 2024

54,220,017 $ 54 17,283,177 $ 17 $ 191,144 $ ( 101,337 ) $ ( 28,111 ) $ 61,767

Vesting and release of common stock under equity incentive plans, net

1,554,847 2 — — ( 2 ) — — —

Exchange of Class B common stock for Class A common stock

Disposition of cost method investment in redemption of Class B common stock

5,731,942 5 ( 5,731,942 ) ( 5 ) ( 9,955 ) — 9,955 —

Exercise of stock options

139,672 — — — — — — —

Equity-based compensation

— — — — 4,961 — — 4,961

— — — — — ( 20,005 ) ( 3,778 ) ( 23,783 )

Balance at December 31, 2024

61,646,478 $ 61 11,551,235 $ 12 $ 186,148 $ ( 121,342 ) $ ( 21,934 ) $ 42,945

Vesting and release of common stock under equity incentive plans, net

1,819,563 2 — — ( 2 ) — — —

Exchange of Class B common stock for Class A common stock

3,936,412 4 ( 3,936,412 ) ( 4 ) ( 7,742 ) — 7,742 —

Exercise of stock options

84,188 — — — 59 — — 59

Equity-based compensation

— — — — 3,763 — — 3,763

— — — — — ( 9,920 ) ( 1,246 ) ( 11,166 )

Balance at December 31, 2025

67,486,641 $ 67 7,614,823 $ 8 $ 182,226 $ ( 131,262 ) $ ( 15,438 ) $ 35,601

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

Operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

$ ( 11,166 ) $ ( 23,783 )

Adjustments to reconcile net loss to net cash used in operating activities:

Non-cash lease expense

6 unchanged sentences

Accounts receivable, net

( 1,775 ) 15,932

Prepaid expenses and other assets

Accounts payable

2,008 ( 5,863 )

Accrued expenses and other current liabilities

Operating lease liabilities

( 645 ) ( 635 )

Other non-current liabilities

Net cash used in operating activities

( 4,703 ) ( 1,019 )

Investing activities:

Purchases of property, equipment and software

Proceeds from sales of property, equipment and software

Net cash (used in) provided by investing activities

( 307 ) ( 283 )

Net cash used in investing activities

( 307 ) ( 283 )

Financing activities:

2 unchanged sentences

Proceeds from exercise of stock options

Net cash provided by financing activities

Financing costs paid

Net cash used in financing activities

Net change from operating, investing, and financing activities

( 5,299 ) ( 1,302 )

Cash and cash equivalents at beginning of period

30,653 31,955

Cash and cash equivalents at end of period

$ 25,354 $ 30,653

Non-cash investing and financing activities

Capital expenditures included in accounts payable

Financing costs included in accounts payable

Conversion of Class B common stock to Class A common stock

Operating lease right-of-use assets obtained in exchange for lease liabilities

$ 7,742 $ 9,955

Supplemental Disclosure of Cash Flow Information:

7 unchanged sentences

We are a Delaware public benefit corporation and have been designated as a “Certified B Corporation,” and are focused on addressing the global health challenges resulting from excess sugar consumption by offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages.

All Zevia® beverages are Non-GMO Project verified, gluten-free, Kosher, and vegan, and include a variety of flavors across Soda, Energy Drinks and Organic Tea drinks.

All Zevia® beverages are Non-GMO Project verified, gluten-free, Kosher, and vegan, and include a variety of flavors across Soda, Energy Drinks and Tea drinks.

Our products are distributed and sold principally across the United States (“U.S.”) and Canada through a diverse network of major retailers in the grocery, drug, warehouse club, mass, natural, convenience and e-commerce channels and in natural product stores and specialty outlets.

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Investments with original maturities at the date of acquisition of more than three months are classified as short-term investments or long-term investments based on the remaining contractual maturity of the security at the reporting date.

As of December 31, 2024 and 2023 , the Company did no t hold any investments.

As of December 31, 2025 and 2024 , the Company did not hold any investments.

The Company maintains cash deposits with high credit quality financial institutions.

13 unchanged sentences

As of December 31, 2025 and 2024 , all cash and cash equivalents were considered Level 1.

As of December 31, 2024 and 2023 , the Company did no t have any assets or liabilities measured on a recurring basis without observable market values that would require a high level of judgment to determine fair value (Level 3).

As of December 31, 2025 and 2024 , the Company did not have any assets or liabilities measured on a recurring basis without observable market values that would require a high level of judgment to determine fair value (Level 3 ).

The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period.

18 unchanged sentences

Prepaid expenses represent amounts paid in advance for products or services to be delivered in the future and are included within prepaid expenses and other current assets in the accompanying consolidated balance sheets.

Prepaid expenses are expensed as incurred and were $ 0.8 million and $ 1.8 million as of December 31, 2024 and 2023, respectively.

Prepaid expenses are expensed as incurred and were $ 0.8 million as of December 31, 2025 and 2024.

Property and equipment, net

12 unchanged sentences

Measurement of an impairment loss is based on the excess of the carrying amount of the group of assets over the long-lived asset’s fair value.

The Company recognized an impairment charge associated with long-lived assets of $ 0.1 million and zero during the years ended December 31, 2024 and 2023 , respectively.

The Company recognized an impairment charge associated with long-lived assets of $ 0.1 million during the year ended December 31, 2024.

The impairment charge of $ 0.1 million was the result of sublease arrangement entered by the Company during the year ended December 31, 2024 and included in restructuring expense on the consolidated statement of operations and comprehensive loss.

There was no impairment during the year ended December 31, 2025 .

The Company leases office space.

62 unchanged sentences

Equity-based compensation expense

The Company records equity-based compensation expense for employees and nonemployees under the provisions of ASC Topic 718, Compensation—Stock compensation (“ASC 718”), using a Black-Scholes-Merton option pricing model to calculate the fair value of stock options by date granted.

The Company records equity-based compensation expense for employees and nonemployees under the provisions of ASC Topic 718, Compensation — Stock compensation , using a Black-Scholes-Merton option pricing model to calculate the fair value of stock options by date granted.

The determination of the grant date fair value of stock options issued is affected by a number of variables, including the fair value of the Company’s common stock, the expected common stock price volatility over the expected life of the options, the expected term of the stock option, risk-free interest rates, and the expected dividend yield of the Company’s common stock.

The Company derived its expected volatility for grants issued prior to July 21, 2023 (which is the two-year anniversary of the Company’s IPO) based on the average historical volatilities of several peer public companies over a period equivalent to the expected term of the awards, and its expected volatility for grants issued subsequent to July 21, 2023 based on historical volatility of the Company’s stock.

The Company derived its expected volatility based on historical volatility of the Company’s stock.

The Company estimates the expected term based on the simplified method prescribed by guidance provided by the Securities and Exchange Commission.

14 unchanged sentences

The Company can initiate management-approved restructuring activities to achieve cost savings and to position the Company strategically in the market in response to prevailing economic conditions and associated customer demand.

Costs associated with r estructuring activities can include employee severance and benefit costs to terminate a specified number of employees as well as costs for restructuring consulting services, impairment loss of certain assets, contract termination costs and other related charges.

Costs associated with restructuring activities can include employee severance and benefit costs to terminate a specified number of employees as well as costs for restructuring consulting services, impairment loss of certain assets, contract termination costs and other related charges.

Foreign currency transactions

3 unchanged sentences

dollars using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for net sales and expenses.

Foreign currency transaction losses for the years ended December 31, 2024 and 2023 amounted to approximately $ 0.7 million and $ 0.0 mil lion, respectively, and are included under other (expense) income, net in the accompanying consolidated statements of operations and comprehensive loss.

Foreign currency transaction gain (losses) for the years ended December 31, 2025 and 2024 amounted to approximately less than $ 0.1 million gain and $ 0.7 million losses, respectively, and are included under other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss.

The Company is the managing member of Zevia LLC and, as a result, consolidates the financial results of Zevia LLC in the consolidated financial statements.

19 unchanged sentences

As a result, the consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Pronouncements – Recently Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This ASU requires entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

See Note 13, Segment Reporting for more information on the adoption of this guidance.

Recently Issued Accounting Pronouncements – Not Yet Adopted

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The Company is currently evaluating the impact of adopting this guidance.

In September 2025, the FASB issued ASU No.

2025 - 06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350 - 40 ) to modernize the accounting for internal-use software.

The new guidance eliminates accounting consideration of software project development stages;

cost capitalization would begin when ( 1 ) management has authorized and committed to funding the project and ( 2 ) it is probable the project will be completed and the software used to perform its intended function (the “probable- to-complete” threshold).

This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period.

The requirements can be applied prospectively, retrospectively or modified transition approach.

The Company is currently evaluating the impact of adopting this guidance.

In December 2025, the FASB issued ASU No.

2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements , by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendments in this update can be applied either ( 1 ) prospectively or ( 2 ) retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this guidance.

Any other recently issued accounting pronouncements are neither relevant, nor expected to have a material impact on the Company’s financial statements.

3 unchanged sentences

grocery stores, drug stores, warehouse clubs, mass stores, natural product stores, convenience, and online/e-commerce channels.

The following table disaggregates the Company’s sales by channel:

Year Ended December 31,

(in thousands)

Online/e-commerce

The following table disaggregates the Company’s sales by geographic location of the respective customers based on ship to location:

1 unchanged sentence

(in thousands)

$ 144,933 $ 139,746

16,326 15,303

$ 161,259 $ 155,049

Contract liabilities

The Company did no t have any material unsatisfied performance obligations as of December 31, 2024 and December 31, 2023 , respectively.

The Company did not have any material unsatisfied performance obligations as of December 31, 2025 and 2024.

Inventories consist of the following as of:

4 unchanged sentences

Finished goods

20,278 18,018

$ 20,393 $ 18,618

PROPERTY AND EQUIPMENT, NET

4 unchanged sentences

Leasehold improvements

$ 1,215 $ 1,215

Computer equipment

3 unchanged sentences

Less accumulated depreciation

( 2,614 ) ( 3,027 )

Property and equipment, net

For the year ended December 31, 2024 and 2023, depreciation expense, including the amortization of leasehold improvements, amounted to approximately $ 1.0 million and $ 1.0 million, respectively.

$ 867 $ 1,261

For the years ended December 31, 2025 and 2024 , depreciation expense, including the amortization of leasehold improvements, amounted to approximately $ 0.7 million and $ 1.0 million, respectively.

These amounts are included under depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss.

7 unchanged sentences

Intangible Assets, Net

Intangible assets with finite lives:

2.6 $ 1,289 $ ( 1,156 ) $ 133

Customer relationships

5.0 3,007 ( 3,005 ) 2

4,296 ( 4,161 ) 135

Intangible assets with indefinite lives:

N/A 3,000 — 3,000

Intangible assets, net

$ 7,296 $ ( 4,161 ) $ 3,135

December 31, 2024

4 unchanged sentences

Intangible Assets, Net

Intangible assets with finite lives:

1.2 $ 1,167 $ ( 1,124 ) $ 43

Customer relationships

0.8 3,007 ( 2,871 ) 136

4,174 ( 3,995 ) 179

Intangible assets with indefinite lives:

N/A 3,000 — 3,000

Intangible assets, net

For the years ended December 31, 2024 and 2023, total amortization expense amounted to $ 0.3 million and $ 0.6 million, respectively, including $ 0.1 million and $ 0.4 million, respectively, of amortization expense related to software.

$ 7,174 $ ( 3,995 ) $ 3,179

For the years ended December 31, 2025 and 2024 , total amortization expense amounted to $ 0.2 million and $ 0.3 million, respectively, including less than $ 0.1 million and $ 0.1 million, respectively, of amortization expense related to software.

No impairment losses have been recorded on any of the Company’s intangible assets for the years ended December 31, 2025 and 2024 , respectively.

11 unchanged sentences

The Secured Revolving Line of Credit is secured by a first priority security interest in substantially all of the Company’s assets.

Loans under the Secured Revolving Line of Credit bear interest based on either, at the Borrower’s option, the Bloomberg Short-Term Bank Yield Index rate plus an applicable margin between 1.50 % to 2.00 % or the Base Rate (customarily defined) plus an applicable margin between 0.50 % to 1.00 % with margin, in each case, determined by the average daily availability under the Secured Revolving Line of Credit.

The Loan and Security Agreement was amended on September 30, 2024 to replace the Bloomberg Short-Term Bank Yield Index, which was discontinued on November 15, 2024, with the Term Secured Overnight Financing rate, effective November 20, 2024.

Loans under the Secured Revolving Line of Credit bear interest based on either, at the Borrower’s option, the Term Secured Overnight Financing rate plus an applicable margin between 1.50 % to 2.00 % or the Base Rate (customarily defined) plus an applicable margin between 0.50 % to 1.00 % with margin, in each case, determined by the average daily availability under the Secured Revolving Line of Credit.

Under the Secured Revolving Line of Credit, the Borrower must satisfy a financial covenant requiring a minimum fixed charge coverage ratio of 1.00 to 1.00 as of the last day of any fiscal quarter following the occurrence of certain events of default that are continuing or any day on which availability under the Secured Revolving Line of Credit is less than the greater of $ 3 million and 17.5 % of the borrowing base, and must again satisfy such financial covenant as of the last day of each fiscal quarter thereafter until such time as there are no events of default and availability has been above such threshold for 30 consecutive days.

3 unchanged sentences

The sublease term is from October 8, 2024 to December 31, 2026 .

The sublease arrangement resulted in impairment of ROU asset and leasehold improvement of $ 0.3 million and $ 0.1 million, respectively for the year ended December 31, 2024 and is in cluded in restructuring expense on the consolidated statement of operations and comprehensive loss.

The sublease arrangement resulted in impairment of ROU asset and leasehold improvement of $ 0.3 million and $ 0.1 million, respectively for the year ended December 31, 2024 and is included in restructuring expense on the consolidated statement of operations and comprehensive loss.

The Company determined the impairment using the discounted cash flow of expected receipts from sublease which is considered a level 2 fair value measurement.

6 unchanged sentences

Operating lease cost (1)

(1) Operating lease cost is recorded within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

Sublease income (1)

( 1 ) Operating lease cost and sublease income are recorded within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

December 31, 2025

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Management does not believe that the resolution of these matters would have a material impact on the consolidated financial statements.

The Company has not identified any legal matters where it believes a material loss is reasonably possible.

The Company is subject to litigation in the United States District Court in the Central District of California where the plaintiff alleges that certain claims on the Company’s product labels are misleading.

Although the Company has denied these allegations and intends to vigorously defend itself, the expense of defending against such claims or litigation can be significant, and there can be no assurance that the Company will be successful in any defense.

Due to the nature of the litigation, the Company is currently unable to predict the final outcome of this lawsuit and therefore cannot determine the likelihood of loss nor estimate a range of possible loss.

EMPLOYEE BENEFIT PLAN

10 unchanged sentences

Accrued employee compensation benefits

$ 3,762 $ 1,548

Accrued direct selling costs

2 unchanged sentences

Accrued other

Prior year amounts of accrued marketing expenses and accrued other in the table above have been reclassified to conform with the current year presentation.

These reclassifications had no effect on the reported balance sheet, results of operations or cash flows.

$ 9,786 $ 8,340

EQUITY-BASED COMPENSATION

9 unchanged sentences

The fair value of stock options is amortized to expense over the vesting period.

The fair value of stock option awards granted during the period was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions:

There were no stock options granted during the year ended December 31, 2025.

The fair value of stock option awards granted in 2024 was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions:

Year Ended December 31,

5 unchanged sentences

( 1 ) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method.

(2) Expected volatility for grants issued prior to July 21, 2023 (which is the two-year anniversary of the Company’s IPO) is based on the historical volatility of a selected peer group over a period equivalent to the expected term, and expected volatility for grants issued subsequent to July 21, 2023 is based on historical volatility of the Company’s stock.

( 2 ) Expected volatility is based on historical volatility of the Company’s stock.

( 3 ) The risk-free interest rate is an interpolation of yields on U.S.

1 unchanged sentence

( 4 ) We have assumed a dividend yield of zero as the Company has no plans to declare dividends in the foreseeable future.

The weighted average grant date fair values for stock options granted for the years ended December 31, 2024 and 2023 was $ 0.98 and $ 1.81 , respectively.

The weighted average grant date fair values for stock options granted for the year ended December 31, 2024 was $ 0.98 .

The following is a summary of stock option activity for the year ended December 31, 2025 :

1 unchanged sentence

Weighted average remaining life

Intrinsic value

(in thousands)

Intrinsic value (in thousands)

Outstanding balance as of January 1, 2025

2,872,995 $ 3.24

( 84,188 ) $ 0.76

Forfeited and expired

( 243,316 ) $ 4.67

Balance as of December 31, 2025

2,545,491 $ 3.19 6.1 $ 1,282

Exercisable at the end of the period

1,704,187 $ 3.32 5.5 $ 1,039

Vested and expected to vest

The total intrinsic values of options exercised during the year ended December 31, 2024 was $ 0.2 million.

2,545,491 $ 3.19 6.1 $ 1,282

The total intrinsic values of stock options exercised during the years ended December 31, 2025 and 2024 was $ 0.3 million and $ 0.2 million, respectively.

As of December 31, 2025 , total unrecognized compensation expense related to unvested stock options was $ 0.8 million, which is expected to be recognized over a weighted-average period of 1.4 years.

6 unchanged sentences

As a result of the RSU Amendment, the estimated fair value of the modified awards was $ 48.9 million and are being recognized as expense over the vesting period subsequent to the performance condition being met.

As of December 31, 2024 , the remaining service period of the awards is 1 month.

As of December 31, 2025 , the service period of the awards has been completed.

The following is a summary of RSU activity for the year ended December 31, 2025 :

Weighted average grant date fair value

Aggregate Intrinsic Value

(in thousands)

Aggregate Intrinsic Value (in thousands)

Balance unvested shares at January 1, 2025

3,717,919 $ 1.65

2,040,341 $ 2.31

( 1,605,153 ) $ 1.60

( 585,362 ) $ 1.65

Balance unvested at December 31, 2025

3,567,745 $ 2.06 $ 8,277

Expected to vest at December 31, 2025

3,567,745 $ 2.06 $ 8,277

As of December 31, 2025 , total unrecognized compensation expense related to unvested RSUs was $ 5.3 million, which is expected to be recognized over a weighted-average period of 2.7 years.

As of December 31, 2024 and 2023, there were 214,410 and 593,672 , respectively, of RSUs outstanding which vested in 2022 but are subjected to a deferred settlement provision over two years and therefore have not been released.

As a result, these RSUs are not included in the table above.

SEGMENT REPORTING

23 unchanged sentences

Year Ended December 31,

The change in vendor concentration during 2024 was driven by the changes made in our supply chain whereby our contract manufacturers are responsible for the procurement of raw materials to produce our products, which are then sold to us as finished goods.

* Less than 10% of total net sales, accounts receivable, net or raw material and finished goods purchases in the respective periods.

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Net loss and comprehensive loss

$ ( 11,166 ) $ ( 23,783 )

net loss attributable to non-controlling interests

adjustment to reallocate net loss to controlling interest

Net loss to Zevia PBC - basic

Net loss to Zevia PBC - basic and diluted

$ ( 10,083 ) $ ( 19,947 )

Weighted-average shares of Class A common stock outstanding – basic

66,002,515 58,405,992

weighted average shares of vested and unreleased RSUs

Weighted-average basic and diluted shares

66,016,155 58,683,445

Loss per share of Class A common stock – basic

$ ( 0.15 ) $ ( 0.34 )

Loss per share of Class A common stock – diluted

$ ( 0.15 ) $ ( 0.34 )

( 1 ) The numerator for the basic and diluted loss per share is adjusted for additional losses being attributed to controlling interest as a result of the impacts of vested but unreleased RSUs being included in the denominator of the basic and diluted loss per share.

( 2 ) The denominator for basic and diluted loss per share includes vested and unreleased RSUs as there are no conditions that would prevent these RSUs from being issued in the future as shares of Class A common stock except for the mere passage of time.

Zevia LLC Class B Common Units, stock options and RSUs were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive.

Zevia LLC Class B units, stock options and RSUs were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive.

The following weighted average outstanding shares were excluded from the computation of diluted loss per share available to Class A common stockholders as they were anti-dilutive:

1 unchanged sentence

Zevia LLC Class B units exchangeable to shares of Class A common stock

8,465,729 14,099,368

Stock options

2,677,311 3,110,466

Restricted stock units

3,853,782 3,574,043

CAPITAL STOCK

At-The-Market Offering Program

On August 12, 2025, the Company and its wholly-owned subsidiary, Zevia LLC, entered into an Equity Distribution Agreement (the “Agreement”) with Piper Sandler & Co.

as sales agent (the “Agent”), pursuant to which the Company may sell from time to time through the Agent, shares of the Company’s Class A common stock, par value $ 0.001 (the “Common Stock”), having an aggregate gross sale price of up to $ 20 million (the “Offering”).

Sales of Common Stock, if any, under the Agreement may be made in any transactions that are deemed to be an “at-the-market offering” as defined in Rule 415 (a)( 4 ) under the Securities Act of 1933, as amended.

In addition, with the Company’s prior consent and subject to the terms it may establish, the Agent may also sell the Common Stock by any other method permitted by law, including privately negotiated transactions.

Under the Agreement, the Company will pay the Agent a commission equal to 3.0 % of the gross sales price of the Common Stock sold in the Offering.

The Agent has agreed to use its commercially reasonable efforts to sell the shares of common stock in the Offering, subject to the terms of the Agreement.

The Agreement contains customary representations, warranties and covenants of the Company and Zevia LLC, and conditions to the Agent’s obligations to sell the Common Stock in the Offering.

The Company and Zevia LLC have agreed jointly and severally to provide to the Agent customary indemnification and contribution rights.

The Company will also reimburse the Agent for certain specified expenses in connection with establishing and maintaining the Offering.

The Company has no obligation to sell any Common Stock under the Agreement, and may at any time suspend solicitation and sales in the Offering.

The Agreement may be terminated at any time, for any reason, by either the Company or the Agent upon prior notice to the other party.

During the year ended December 31, 2025 , the Company elected not to issue shares under this Agreement.

RESTRUCTURING

In May 2024, the Company initiated certain restructuring actions designed to reduce costs and improve efficiency while continuing to invest in our brand and related initiatives (the “Productivity Initiative”).

As a result, the Company recognized $ 2.1 million of costs primarily related to employee termination expenses, restructuring consulting services, impairment loss of certain assets from sublease arrangement and costs to exit two of our third-party warehouse and distribution facilities during the year ended December 31, 2024.

As a result, the Company recognized $ 2.2 million and $ 2.1 million of restructuring costs for the years ended December 31, 2025 and 2024, respectively.

The restructuring costs were primarily related to employee termination expenses, restructuring consulting services, impairment loss of certain assets from sublease arrangement and costs to exit two of our third -party warehouse and distribution facilities.

These amounts are included under restructuring in the accompanying consolidated statements of operations and comprehensive loss.

Additional restructuring charges or cash expenditures may be incurred as the Company makes further progress on this Productivity Initiative, which we expect to be substantially completed by the first half of 2025.

As of December 31, 2024, accrued restructuring costs of $ 0.4 million are included under accrued expenses and other current liabilities in the consolidated balance sheets.

These expenses are expected to be substantially paid at the end of the first quarter of 2025.

As part of the ongoing Productivity Initiative, in January 2025, the Company approved a reduction in workforce and will incur additional restructuring costs of approximately $ 1.5 million for employee termination, benefits and related taxes.

As of December 31, 2025 and 2024, accrued restructuring costs of $ 0.5 million and $ 0.4 million, respectively, are included under accrued expenses and other current liabilities in the consolidated balance sheets.

These expenses are expected to be substantially paid at the end of 2026.

INCOME TAXES AND TAX RECEIVABLE AGREEMENT

13 unchanged sentences

Tax computed at federal statutory rate

21.0 % 21.0 %

State tax, net of federal tax benefit

Permanent items and other

2.9 % ( 6.3 )%

Non-controlling interests

( 4.0 )% ( 6.7 )%

Equity-based compensation

( 1.8 )% ( 4.1 )%

Valuation allowance

( 20.6 )% ( 5.0 )%

Effective Tax Rate

( 0.5 )% ( 0.3 )%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes.

3 unchanged sentences

Investment in Zevia LLC

$ 48,896 $ 50,418

Net operating loss carryforwards

33,187 26,723

Equity-based compensation

1 unchanged sentence

Total deferred tax assets

83,690 78,918

Valuation allowance for deferred tax assets

( 83,690 ) ( 78,918 )

Net deferred tax assets

6 unchanged sentences

Balance, beginning of the year

$ 78,918 $ 75,541

Increases related to current year positions

Balance, end of the year

$ 83,690 $ 78,918

As of December 31, 2025 , the Company has federal and state net operating loss carryforwards of $ 136.9 million and $ 84.2 million, respectively.

5 unchanged sentences

While the Company believes that it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcome of examinations by tax authorities in determining the adequacy of its provision for income taxes.

As of December 31, 2024 , the Company has no uncertain tax positions and does no t expect a significant change in unrecognized tax benefits during the next 12 months.

As of December 31, 2025 , the Company has no uncertain tax positions and does not expect a significant change in unrecognized tax benefits during the next 12 months.

The Company is subject to taxation in the U.S.

5 unchanged sentences

The suspension applies to taxpayers with greater than $1 million in net income for the tax year.

There was no material impact from the provisions of SB 167 during the year ended December 31, 2024.

On August 16, 2022, the U.S.

enacted the Inflation Reduction Act of 2022 (“IRA”), which includes a 15 % book-income alternative minimum tax on corporations with average applicable financial statement income over $ 1 billion for any three year period ending with 2022 or later and a 1 % excise tax on the fair market value of stock that is repurchased by publicly-traded U.S.

corporations or their specified affiliates.

The alternative minimum tax and the excise tax are effective in taxable years beginning after December 31, 2022.

The IRA also includes provisions intended to mitigate climate change by, among others, providing tax credit incentives for reductions in greenhouse gas emissions.

This legislation did not have a material impact on the consolidated financial statements.

There was no material impact from the provisions of SB 167.

On July 4, 2025, the presidential administration signed the One Big Beautiful Bill Act.

The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic research and development expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense.

These changes were reflected in the income tax provision for the year ended December 31, 2025, but did not have a significant effect on the Company's financial statements due to the full valuation allowance against DTAs.

Tax Receivable Agreement

19 unchanged sentences

therefore, the Company has not recorded a liability related to the tax savings it may realize from utilization of such DTAs.

The TRA liability that would be recognized if the associated tax benefits were determined to be fully realizable totaled $ 56.5 million and $ 56.2 million at December 31, 2024 and 2023, respectively.

The TRA liability that would be recognized if the associated tax benefits were determined to be fully realizable totaled $ 58.9 million and $ 56.5 million as of December 31, 2025 and 2024 , respectively.

The increase in the TRA liability is primarily related to Class B to Class A exchanges during the year ended December 31, 2025 .

If utilization of the DTAs subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA which will be recognized as expense within its consolidated statements of operations.

If utilization of the DTAs subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA which will be recognized as an expense within its consolidated statements of operations and comprehensive loss.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data