2 unchanged sentences
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
−Removed: Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.
+Added: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.
Based on the foregoing evaluation, management determined that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
14 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” “Executive Officers,” “Executive Compensation- Compensation Policies- Insider Trading Policy,” “Delinquent Section 16(a) Reports” (if applicable) and “Code of Business Conduct and Ethics” in the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 (the “2025 Proxy Statement”).
+Added: The information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” “Executive Officers,” “Executive Compensation- Compensation Policies- Insider Trading Policy and Prohibition on Hedging and Pledging,” “Delinquent Section 16 (a) Reports” (if applicable) and “Code of Business Conduct and Ethics” in the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 (the “ 2026 Proxy Statement”).
Executive Compensation.
41 unchanged sentences
Form of Restricted Stock Unit Award Grant Notice and Standard Terms and Conditions under the Zevia PBC 2021 Equity Incentive Plan (for U.S.
−Removed: Employee SVP+)
+Added: Employee SVP+) (incorporated herein by reference to Exhibit 10.24 of the Company's Annual Report on Form 10-K filed on February 26, 2025) .
Form of Nonqualified Stock Options Grant Notice and Standard Terms and Conditions under the Zevia PBC 2021 Equity Incentive Plan (for U.S.
−Removed: Employee SVP+)
−Removed: Form of Restricted Stock Unit Award Grant Notice and Standard Terms and Conditions under the Zevia PBC 2021 Equity Incentive Plan (for Board Director)
+Added: Employee SVP+) (incorporated herein by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K filed on February 26, 2025) .
+Added: Form of Restricted Stock Unit Award Grant Notice and Standard Terms and Conditions under the Zevia PBC 2021 Equity Incentive Plan (for Board Director) (incorporated herein by reference to Exhibit 10.26 of the Company's Annual Report on Form 10-K filed on February 26, 2025).
Conforming Changes Amendment, dated as of September 30, 2024, by Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.1 of the Company ’ s Periodic Report on Form 10-Q filed on November 6, 2024)
−Removed: Zevia Insider Trading Policy (updated June 15, 2023)
+Added: Zevia Insider Trading Policy (updated June 15, 2023) (incorporated herein by reference to Exhibit 19.1 of the Company's Annual Report on Form 10-K filed on February 26, 2025).
Subsidiaries of the Company.
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Zevia PBC Clawback Policy
+Added: Zevia PBC Clawback Policy (incorporated herein by reference to Exhibit 97 of the Company's Annual Report on Form 10-K filed on March 6, 2024).
Inline XBRL Instance Document
18 unchanged sentences
/s/ Padraic Spence
−Removed: /s/ Rosemary L.
+Added: /s/ Alexandre I.
Padraic Spence
2 unchanged sentences
February 25, 2026
−Removed: /s/ Alexandre I.
+Added: /s/ Suzanne Ginestro
+Added: Suzanne Ginestro
February 25, 2026
1 unchanged sentence
/s/ Andrew Ruben
−Removed: /s/ Justin Shaw
February 25, 2026
February 25, 2026
−Removed: February 26, 2025
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.