zvia20260331

zvia20260331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40630

Zevia PBC

(Exact Name of Registrant as Specified in its Charter)

Delaware

86-2862492

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer

Identification Number)

15821 Ventura Blvd., Suite 135

Encino, CA 91436

(424) 343-2654

(Address including Zip Code, and Telephone Number including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.001 per share	ZVIA	New York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒

Emerging growth company	☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2026, there were 71,775,241 shares and 5,208,885 shares outstanding of the Registrant’s Class A and Class B common stock, respectively, $0.001 par value per share.

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		Page
PART I	Financial Information	5
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	6
	Condensed Consolidated Statements of Changes in Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27

Part II.	Other Information	28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
	Signatures	30

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the period ended March 31, 2026 (“Quarterly Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about us and our industry that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including, without limitation, statements regarding our future results of operations or financial condition, business strategy, expectations about capital allocation, investment activities, sourcing of raw materials, the impact of our supply chain challenges, logistics, distribution and marketing initiatives and activities, the impact of our Productivity Initiative, including expected restructuring charges, cost savings and other benefits, the impacts of tariffs, including import tax on steel and aluminum, factors and trends in our business, including seasonality, future expenses or payments under the TRA (as defined below), shifting market demand and consumer preferences, ability to effectively compete, validity of our trademarks and other intellectual property, impact of government regulations, liquidity and capital requirements, including the sufficiency of our cash and liquidity or sources of capital, satisfying commitments, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “on track,” “outlook,” “plan,” “potential,” “predict,” “project,” “pursue,” “seek,” “should,” “target,” “will” or “would” or the negative of these words or other similar words, terms or expressions with similar meanings.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2026 for the period ended December 31, 2025 (“Annual Report”), as well as our subsequent filings with the SEC. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report, including, but not limited to, the following:

•

inability to compete in our intensely competitive industry;

•

failure to further develop, maintain, and promote our brand;

•

changes in the retail landscape or the loss of key retail customers;

•

change in consumer preferences, perception and spending habits, particularly due to impacts of inflation, in the commercial beverage industry and on zero sugar, naturally sweetened products, and failure to develop or enrich our product offerings or gain market acceptance of our products, including new offerings;

•

inaccurate or misleading marketing claims, whether or not substantiated;

•

failure to introduce new products or successfully improve existing products;

•

product safety and quality concerns, including those relating to our sweetening system, which could negatively affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings;

•

fluctuation in our net sales and earnings as a result of price concessions, promotional activities and chargebacks;

•

loss of any registered trademark or other intellectual property or actual or alleged claims of infringement of intellectual property rights;

•

our history of losses and potential inability to achieve or maintain profitability;

•

failure to attract, hire, train or retain qualified personnel, manage our future growth effectively or maintain our company culture;

•

the impact of adverse global macroeconomic conditions, including relatively high interest rates, recession fears and inflationary pressures, tariffs and other tariff-related developments, changes to foreign trade policies, and geopolitical events or conflicts, including the ongoing conflicts in the Middle East;

•

climate change, adverse weather conditions, natural disasters and other natural conditions;

•

difficulties and challenges associated with expansion into new markets;

•

inability to obtain raw materials on a timely basis or in sufficient quantities to produce our products or meet the demand for our products due to reliance on a limited number of third-party suppliers;

•

trade tensions between the U.S. and China, and changes in U.S. trade policies;

•

substantial disruption within our supply chain or distribution channels, including disruption at our contract manufacturers, warehouse and distribution facilities, failure by our transportation providers to facilitate on-time deliveries, or our own failure to accurately forecast;

•

extensive governmental regulation and enforcement if we are not in compliance with applicable requirements;

•

changes in laws and regulations relating to beverage containers and packaging as well as marketing and labeling;

•

dependence on distributions from Zevia LLC to pay any taxes and other expenses;

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•

failure to maintain compliance with the continued listing standards on the New York Stock Exchange (“NYSE”), which could result in the delisting of our securities, limit stockholders’ and investors’ ability to make transactions in our securities and subject us to additional trading restrictions;

•

impact from our status, duty and liability exposure as a public benefit corporation;

•

inadequacy, failure, interruption or security breaches of our information technology systems and failure to comply with data privacy and information security laws and regulations;

•

the impact of any future pandemics, epidemics, or other disease outbreaks on our business, results of operations and financial condition; and

•

other risks, uncertainties and factors set forth under “Item 1A. Risk Factors” of our Annual Report.

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. The results, outcomes, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, outcomes, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by applicable law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

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PART I – FINANCIAL INFORMATION

ITEM 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ZEVIA PBC

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

*(in thousands, except share and per share amounts)*	*March 31, 2026*			*December 31, 2025*
ASSETS
Current assets:
Cash and cash equivalents	$	26,594		$	25,354
Accounts receivable, net		9,072			11,106
Inventories		15,232			20,393
Prepaid expenses and other current assets		1,772			1,367
Total current assets		52,670			58,220
Property and equipment, net		894			867
Right-of-use assets under operating leases, net		412			549
Intangible assets, net		3,120			3,135
Other non-current assets		830			849
Total assets	$	57,926		$	63,620
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	14,248		$	17,565
Accrued expenses and other current liabilities		9,055			9,786
Current portion of operating lease liabilities		490			668
Total current liabilities		23,793			28,019
Total liabilities		23,793			28,019
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred Stock, $0.001 par value. 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2026 and December 31, 2025.		—			—
Class A common stock, $0.001 par value. 550,000,000 shares authorized, 71,024,866 and 67,486,641 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.		70			67
Class B common stock, $0.001 par value. 250,000,000 shares authorized, 5,208,885 and 7,614,823 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.		6			8
Additional paid-in capital		178,312			182,226
Accumulated deficit		(133,529	)		(131,262	)
Total Zevia PBC stockholders’ equity		44,859			51,039
Noncontrolling interests		(10,726	)		(15,438	)
Total equity		34,133			35,601
Total liabilities and equity	$	57,926		$	63,620

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

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ZEVIA PBC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

	*Three Months Ended March 31,*
*(in thousands, except share and per share amounts)*	*2026*			*2025*
Net sales	$	46,090		$	38,023
Cost of goods sold		23,801			18,988
Gross profit		22,289			19,035
Operating expenses:
Selling and marketing		14,534			15,323
General and administrative		9,066			6,978
Equity-based compensation		894			731
Depreciation and amortization		168			252
Restructuring		—			2,138
Total operating expenses		24,662			25,422
Loss from operations		(2,373	)		(6,387	)
Other income, net		47			57
Loss before income taxes		(2,326	)		(6,330	)
Provision for income taxes		37			41
Net loss and comprehensive loss		(2,363	)		(6,371	)
Loss attributable to noncontrolling interest		96			1,145
Net loss attributable to Zevia PBC	$	(2,267	)	$	(5,226	)

Net loss per share attributable to common stockholders
Basic	$	(0.03	)	$	(0.08	)
Diluted	$	(0.03	)	$	(0.08	)

Weighted average common shares outstanding
Basic		68,205,614			62,950,895
Diluted		68,205,614			76,496,102

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

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ZEVIA PBC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

	*Class A Common Stock*				*Class B Common Stock*						*Additional*			*Accumulated*			*Noncontrolling*			*Total*
*(in thousands, except for share amounts)*	*Shares*		*Amount*		*Shares*			*Amount*			*Paid in Capital*			*Deficit*			*interest*			*Equity*
Balance at January 1, 2026		67,486,641	$	67		7,614,823		$	8		$	182,226		$	(131,262	)	$	(15,438	)	$	35,601
Vesting and release of common stock under equity incentive plans, net		980,003		1		—			—			(1	)		—			—			—
Exchange of Class B common stock for Class A common stock		2,405,938		2		(2,405,938	)		(2	)		(4,808	)		—			4,808			—
Exercise of stock options		152,284		—		—			—			1			—			—			1
Equity-based compensation		—		—		—			—			894			—			—			894
Net loss and comprehensive loss		—		—		—			—			—			(2,267	)		(96	)		(2,363	)
Balance at March 31, 2026		71,024,866	$	70		5,208,885		$	6		$	178,312		$	(133,529	)	$	(10,726	)	$	34,133

	*Class A Common Stock*				*Class B Common Stock*						*Additional*			*Accumulated*			*Noncontrolling*			*Total*
*(in thousands, except for share amounts)*	*Shares*		*Amount*		*Shares*			*Amount*			*Paid in Capital*			*Deficit*			*interest*			*Equity*
Balance at January 1, 2025		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		976,345		1		—			—			(1	)		—			—			—
Exchange of Class B common stock for Class A common stock		3,394,644		4		(3,394,644	)		(4	)		(6,654	)		—			6,654			—
Exercise of stock options		47,183		—		—			—			—			—			—			—
Equity-based compensation		—		—		—			—			731			—			—			731
Net loss and comprehensive loss		—		—		—			—			—			(5,226	)		(1,145	)		(6,371	)
Balance at March 31, 2025		66,064,650	$	66		8,156,591		$	8		$	180,224		$	(126,568	)	$	(16,425	)	$	37,305

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

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ZEVIA PBC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	*Three Months Ended March 31,*
*(in thousands)*	*2026*			*2025*
Operating activities:
Net loss	$	(2,363	)	$	(6,371	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Non-cash lease expense		137			138
Depreciation and amortization		168			252
Loss on disposal of property, equipment and software, net		—			4
Amortization of debt issuance cost		19			19
Equity-based compensation		894			731
Changes in operating assets and liabilities:
Accounts receivable, net		2,034			1,998
Inventories		5,161			1,513
Prepaid expenses and other assets		(405	)		(872	)
Accounts payable		(3,095	)		(1,419	)
Accrued expenses and other current liabilities		(731	)		1,149
Operating lease liabilities		(178	)		(67	)
Net cash provided by (used in) operating activities		1,641			(2,925	)
Investing activities:
Purchases of property, equipment and software		(270	)		(11	)
Net cash used in investing activities		(270	)		(11	)
Financing activities:
Proceeds from exercise of stock options		1			—
Financing costs paid		(132	)		—
Net cash used in financing activities		(131	)		—
Net change from operating, investing, and financing activities		1,240			(2,936	)
Cash and cash equivalents at beginning of period		25,354			30,653
Cash and cash equivalents at end of period	$	26,594		$	27,717

Non-cash investing and financing activities
Capital expenditures included in accounts payable	$	41		$	1
Conversion of Class B common stock to Class A common stock	$	4,808		$	6,654


Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	13		$	13
Cash paid for income taxes	$	40		$	4

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

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ZEVIA PBC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. DESCRIPTION OF BUSINESS

Organization and operations

Zevia PBC (the “Company,” “we,” “us,” “our”), is a better-for-you beverage company that develops, markets, sells, and distributes naturally delicious, zero sugar beverages. 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 and Energy 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. The Company’s products are manufactured and maintained at third-party beverage production and warehousing facilities located in both the U.S. and Canada.

The Company completed its initial public offering (“IPO”) of 10,700,000 shares of its Class A common stock at an offering price of $14.00 per share on July 26, 2021. Its Class A common stock is listed on the New York Stock Exchange trading under the ticker symbol “ZVIA.” In connection with the IPO, the Company also completed certain reorganization transactions (the “Reorganization Transactions”), pursuant to which Zevia LLC became the predecessor of the Company for financial reporting purposes. The Company is a holding company, and its sole material asset is its controlling equity interest in Zevia LLC. As the sole managing member of Zevia LLC, the Company operates and controls all of the business and affairs of Zevia LLC.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by U.S. GAAP for complete financial statements and are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026, or for any other interim period or any other future fiscal year. The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date but does not include all disclosures, including certain notes, required by U.S. GAAP that are required on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Therefore, these interim financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2025 and accompanying notes included in the Annual Report. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the condensed consolidated financial statements for the periods presented have been reflected.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, Zevia LLC, that it controls due to ownership of a majority equity interest. All intercompany transactions and balances have been eliminated in consolidation.

The Company owns a majority economic interest in, and operates and controls all of the businesses and affairs of Zevia LLC. Accordingly, the Company has prepared these accompanying unaudited condensed consolidated financial statements in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation.

On January 1, 2022, the Company and Zevia LLC entered into a service agreement to transfer the services of all employees of the Company to Zevia LLC. Under terms of the service agreement between the entities, the payroll costs of employees are borne by Zevia LLC while certain other non-payroll costs, such as those associated with stock compensation arrangements, remain with the Company. In addition, pursuant to the Thirteenth Amended and Restated Limited Liability Company Agreement of Zevia LLC, dated as of July 21, 2021, Zevia LLC shall reimburse the Company for certain expenses for overhead, administrative, and other expenses, at the Company’s discretion. For the three months ended March 31, 2026 and 2025, it was determined that the majority of such costs will be retained by the Company, with certain costs directly attributable to Zevia LLC being borne by that entity. These costs impacted the amount of net loss reported by Zevia LLC and consequently impacted the amount allocated to noncontrolling interest.

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Use of estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the reported amount of net sales and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company relate to: net sales and associated cost recognition; the useful lives assigned to and the recoverability of property and equipment; adjustments recorded for inventory obsolescence and adjustments made for net realizable value; the incremental borrowing rate for lease liabilities; allowance for credit losses; the useful lives assigned to and the recoverability of intangible assets; realization of deferred tax assets; contingent liabilities; and the determination of the fair value of equity instruments, including restricted unit awards, and equity-based compensation awards. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of its assets and liabilities.

Recent accounting pronouncements

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the accompanying unaudited condensed 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 – Adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASU 2023-09 is effective for the Company beginning with fiscal year 2026. The Company is applying the new guidance on a prospective basis and expects the guidance to impact only disclosures with no effect on the Company’s financial condition, results of operations or cash flows.

Recently Issued Accounting Pronouncements – Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. The new guidance requires disclosures about specific types of expenses included in the expense captions presented on the face of income statement as well as disclosures about selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. 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. REVENUES

Disaggregation of Revenue

The Company’s products are distributed and sold principally across the U.S. and Canada through a diverse network of major retailers, including: 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 geographic location of the respective customers based on ship to location:

	*Three Months Ended March 31,*
*(in thousands)*	*2026*		*2025*
U.S.	$	42,549	$	34,751
Canada		3,541		3,272
Net sales	$	46,090	$	38,023

Contract liabilities

The Company did not have any material unsatisfied performance obligations as of March 31, 2026 or December 31, 2025.

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4. INVENTORIES

Inventories consisted of the following as of:

*(in thousands)*	*March 31, 2026*		*December 31, 2025*
Raw materials	$	80	$	115
Finished goods		15,152		20,278
Inventories	$	15,232	$	20,393

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following as of:

*(in thousands)*	*March 31, 2026*			*December 31, 2025*
Leasehold improvements	$	1,215		$	1,215
Computer equipment		387			383
Furniture and equipment		804			804
Quality control and marketing equipment		1,228			1,079
		3,634			3,481
Less accumulated depreciation		(2,740	)		(2,614	)
Property and equipment, net	$	894		$	867

For the three months ended March 31, 2026 and 2025, depreciation expense, including the amortization of leasehold improvements, amounted to approximately $0.2 and $0.2 million, respectively. These amounts are included under depreciation and amortization in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

6. INTANGIBLE ASSETS, NET

The following tables provide information pertaining to the Company’s intangible assets as of:

	*March 31, 2026*
*(in thousands)*	*Weighted-Average Remaining Useful Life*		*Gross Carrying Amount*		*Accumulated Amortization*			*Intangible Assets, Net*
Intangible assets with finite lives:
Software		2.3	$	1,289	$	(1,171	)	$	118
Customer relationships		5.0		3,007		(3,005	)		2
				4,296		(4,176	)		120
Intangible assets with indefinite lives:
Trademarks		N/A		3,000		—			3,000
Intangible assets, net			$	7,296	$	(4,176	)	$	3,120

	*December 31, 2025*
*(in thousands)*	*Weighted-Average Remaining Useful Life*		*Gross Carrying Amount*		*Accumulated Amortization*			*Intangible Assets, Net*
Intangible assets with finite lives:
Software		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:
Trademarks		N/A		3,000		—			3,000
Intangible assets, net			$	7,296	$	(4,161	)	$	3,135

For the three months ended March 31, 2026 and 2025, total amortization expense amounted to less than $0.1 million and $0.1 million, respectively, including less than $0.1 million and less than $0.1 million, respectively, of amortization expense related to software. These amounts are included under depreciation and amortization in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. No impairment losses have been recorded on any of the Company’s intangible assets for the three months ended March 31, 2026 and 2025, respectively.

Table of Contents

Amortization expense for intangible assets with definite lives is expected to be as follows:

*(in thousands)*
Remainder of 2026	$	40
2027		47
2028		32
2029		1
Expected amortization expense for intangible assets with definite lives	$	120

7. DEBT

ABL Credit Facility

On February 22, 2022, Zevia LLC (the “Borrower”) obtained a revolving credit facility (the “Secured Revolving Line of Credit”) by entering into a Loan and Security Agreement with Bank of America, N.A. (the “Loan and Security Agreement”). The Borrower may draw funds under the Secured Revolving Line of Credit up to an amount not to exceed the lesser of (i) a $20 million revolving commitment and (ii) a borrowing base which is comprised of inventory and receivables. Up to $2 million of the Secured Revolving Line of Credit may be used for letter of credit issuances and the Borrower has the option to increase the commitment under the Secured Revolving Line of Credit by up to $10 million, subject to certain conditions. The Secured Revolving Line of Credit matures on February 22, 2027. As of March 31, 2026 and December 31, 2025, there was no amount outstanding on the Secured Revolving Line of Credit. 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 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. As of March 31, 2026, the Company was in compliance with its financial covenant.

8. LEASES

The Company leases its office space for its corporate headquarters which has a remaining lease term of 9 months. In September 2024, the Company entered into an agreement to sublease 8,468 square feet of the 20,185 square feet of leased office space. The sublease term is from October 8, 2024 to December 31, 2026.

The Company’s recognized lease costs include:

	*Three Months Ended March 31,*
*(in thousands)*	*2026*		*2025*
Statements of Operations and Comprehensive Loss
Operating lease cost⁽¹⁾		$ 150		$ 163
Sublease income⁽¹⁾		52		52

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

The following table presents information about our weighted average discount rate and remaining lease term as of:

		*Three Months Ended March 31,*
	*2026*		*2025*
Weighted-average remaining lease term (months)

SEC Form 10-Q filed by Zevia PBC