Filing Analysis
Zevia PBC has filed an 8-K to announce its financial results for the second quarter ended June 30, 2026. The filing serves as a formal announcement of the earnings release issued on August 5, 2026.
π Key Facts
- Earnings release issued for the second quarter ended June 30, 2026.
- Filing date: August 5, 2026.
- The report is filed under Item 2.02 (Results of Operations and Financial Condition).
- Information in Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.
Zevia PBC reported the results of its 2026 Annual Meeting of Stockholders held on June 10, 2026. The company successfully elected two Class II board members and ratified the appointment of Deloitte & Touche LLP as its independent auditor for the 2026 fiscal year.
π Key Facts
- Annual Meeting held on June 10, 2026.
- Total outstanding shares at record date: 71,716,158 Class A and 5,208,885 Class B.
- Suzanne S. Ginestro and David J. Lee were elected to the board for 3-year terms.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Zevia PBC announced the resignation of Amy E. Taylor as President and CEO effective June 15, 2026. The Board has appointed current director Alexandre I. Ruberti as the new President and CEO, effective the same date.
π© Red Flags
- Sudden departure of the CEO can indicate internal instability or strategic misalignment, though the transition to an internal director mitigates this slightly.
π Key Facts
- Amy E. Taylor resigned as CEO on June 10, 2026, with an effective date of June 15, 2026.
- Ms. Taylor will remain a Class I director and serve as a consultant for approximately two months.
- Alexandre I. Ruberti, a current Class III director, was appointed as the new President and CEO effective June 15, 2026.
- Mr. Ruberti's compensation includes an annual base salary of $638,000 and a discretionary bonus of up to 100% of base salary.
- Mr. Ruberti received an initial 2026 long-term incentive award of $1.44M in RSUs (vesting over 4 years) and $360k in performance stock units based on net sales through 2028.
- Mr. Ruberti was granted a $50,000 relocation allowance.
Zevia PBC amended its Secured Revolving Line of Credit with Bank of America, extending the maturity to February 2030 and modifying financial covenants. The amendment includes a $7 million minimum liquidity requirement until the company achieves specific fixed charge coverage ratios.
π© Red Flags
- The $7,000,000 minimum liquidity covenant suggests the company is operating with a limited cash buffer relative to its debt obligations.
- The requirement for a 1.00 to 1.00 fixed charge coverage ratio indicates the company may currently be pre-profitability or under financial pressure.
π Key Facts
- Maturity date of the Secured Revolving Line of Credit extended to February 22, 2030.
- Credit spread adjustment applicable to the Term SOFR margin reduced to 0.10%.
- Minimum liquidity requirement of $7,000,000 must be maintained until a fixed charge coverage ratio of 1.00 to 1.00 is achieved for two consecutive fiscal quarters.
- A minimum fixed charge coverage ratio of 1.00 to 1.00 is triggered if availability falls below the greater of $3 million or 17.5% of the borrowing base.
Zevia PBC announced its financial results for the first quarter ended March 31, 2026, via an earnings release on May 6, 2026. The filing is a routine quarterly update on the company's results of operations and financial condition.
π Key Facts
- The company reported financial results for the first quarter ended March 31, 2026.
- The earnings release was issued on May 6, 2026.
- The information was furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
Zevia PBC announced its financial results for the fourth quarter and full year ended December 31, 2025, via an earnings release furnished on February 25, 2026.
π Key Facts
- The filing reports financial results for the period ended December 31, 2025.
- The earnings release was furnished as Exhibit 99.1.
- The report was signed by Girish Satya, Chief Financial Officer and Principal Accounting Officer.
- The company is classified as an emerging growth company.
Zevia PBC announced the appointment of Suzanne Ginestro as an independent Class II director and Compensation Committee member, alongside the resignation of Board member Justin Shaw.
π© Red Flags
- None identified in this filing.
π Key Facts
- Suzanne Ginestro appointed as an independent Class II director effective January 7, 2026.
- Ms. Ginestro will serve on the Board's Compensation Committee until the 2026 Annual Meeting of Stockholders.
- Justin Shaw notified the Company of his resignation from the Board, effective February 24, 2026.
- The company stated Justin Shaw's departure is not due to any disagreement with the Company or its operations/policies.
Zevia PBC issued an 8-K to announce its third quarter financial results for the period ended September 30, 2025. The filing serves as a formal notice that earnings data has been released via Exhibit 99.1.
π Key Facts
- Earnings release issued on November 5, 2025.
- Covers financial results for the third quarter ended September 30, 2025.
- The filing is an announcement of results under Item 2.02.
Zevia PBC filed an 8-K to disclose the posting of a new investor presentation on its website. This is a standard Regulation FD disclosure intended to provide summary information to investors and analysts.
π Key Facts
- The company posted an 'Investor Presentation August 2025' to its website on August 25, 2025.
- The presentation contains forward-looking statements subject to cautionary language.
- The filing is intended to satisfy Regulation FD requirements for public disclosure.
Zevia PBC entered into an Equity Distribution Agreement with Piper Sandler & Co. to facilitate the sale of up to $20,000,000 in Class A common stock via an 'at-the-market' (ATM) offering.
π© Red Flags
- Potential dilution for existing shareholders through the issuance of new common stock.
- ATM offerings are often used by micro-cap companies to manage immediate liquidity needs or working capital shortages.
π Key Facts
- Aggregate gross sale price: Up to $20,000,000.
- Agent: Piper Sandler & Co.
- Commission rate: 3.0% of the gross sales price.
- Mechanism: At-the-market (ATM) offering and potentially privately negotiated transactions.
- Use of proceeds: To purchase newly issued Class A units of Zevia LLC, marketing/sales investments, acquisitions, working capital, and capital expenditures.
- Legal counsel: Gibson, Dunn & Crutcher LLP.
Zevia PBC issued an 8-K to announce its financial results for the second quarter ended June 30, 2025. The filing serves as a formal announcement of the earnings release furnished in Exhibit 99.1.
π Key Facts
- Earnings release issued on August 6, 2025.
- Covers financial results for the second quarter ended June 30, 2025.
- The information is provided under Item 2.02 and is not considered 'filed' for purposes of Section 18 liability.
Zevia PBC announced the resignation of Board member Rosemary Ripley effective June 12, 2025. Additionally, the company reported results from its 2025 Annual Meeting of Stockholders, including the election of three directors and the ratification of Deloitte & Touche LLP as auditors.
π© Red Flags
- None identified; resignation stated as not being due to disagreements with operations, policies, or practices.
π Key Facts
- Rosemary Ripley resigned from the Board of Directors effective June 12, 2025.
- Board size reduced to seven directors following the resignation.
- The company held its 2025 Annual Meeting of Stockholders on June 12, 2025.
- Andrew Ruben, Padraic L. Spence, and Amy E. Taylor were elected to three-year terms ending in 2028.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year 2025.
Zevia PBC issued an 8-K to announce its financial results for the first quarter ended March 31, 2025. The filing serves as a formal notice that earnings data has been released via Exhibit 99.1.
π Key Facts
- Earnings release issued on May 7, 2025.
- Reporting period: First quarter ended March 31, 2025.
- The information in Item 2.02 is furnished but not 'filed' for liability purposes under Section 18 of the Exchange Act.
Zevia PBC issued an 8-K to announce its financial results for the fourth quarter and full year ended December 31, 2024. The filing serves as a formal notice that earnings data has been released via Exhibit 99.1.
π Key Facts
- Earnings release issued on February 26, 2025.
- Covers financial results for Q4 and Full Year ended December 31, 2024.
- The information is furnished under Item 2.02 and is not considered 'filed' for liability purposes under Section 18 of the Exchange Act.
Zevia PBC announced that Lorna R. Simms will step down from her roles as SVP, General Counsel, and Corporate Secretary effective April 4, 2025. The departure is characterized as a mutual agreement with terms consistent with her existing severance agreement.
π Key Facts
- Lorna R. Simms to depart as SVP, General Counsel, and Corporate Secretary on April 4, 2025.
- Departure is by mutual agreement between the Company and Ms. Simms.
- A separation agreement and general release of claims has been entered into.
- Severance benefits are consistent with a previous agreement dated March 3, 2022.
Zevia PBC issued a press release providing updated financial guidance for the fourth fiscal quarter and the full year ended December 31, 2024. The filing does not contain specific numerical updates in the text but serves as the formal vehicle to furnish these updates via Exhibit 99.1.
π Key Facts
- The company issued updated guidance for Q4 and Full Year 2024 on January 13, 2025.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- Guidance updates are contained in Exhibit 99.1.
Zevia PBC issued an earnings release on November 6, 2024, reporting its financial results for the third quarter ended September 30, 2024.
π Key Facts
- Earnings release date: November 6, 2024
- Reporting period: Third Quarter ended September 30, 2024
- The filing is a standard announcement of quarterly financial results (Item 2.02).
Zevia PBC announced that it has regained compliance with NYSE Section 802.01C of the Listed Company Manual as of October 1, 2024. This follows a period of non-compliance regarding minimum stockholders' equity requirements.
π© Red Flags
- Historical non-compliance with NYSE listing standards (Section 802.01C) indicates past financial distress or capital structure issues.
π Key Facts
- Received notice from the NYSE on October 1, 2024, confirming compliance with Section 802.01C.
- The company has successfully addressed previous delisting risks related to stockholder equity requirements.
- Compliance was officially confirmed via a press release issued on October 3, 2024.
Zevia PBC filed an amendment to its 8-K reporting a board member resignation and subsequent committee restructuring. Jacqueline J. Hayes is resigning from the Board effective September 27, 2024, to pursue a new executive role elsewhere.
π© Red Flags
- Reduction in Board size (from 9 to 8 members).
π Key Facts
- Jacqueline J. Hayes resigned from the Board of Directors effective September 27, 2024.
- The resignation was not due to any disagreements with the Company regarding operations, policies, or practices.
- Alexandre I. Ruberti has been assigned to serve on the Compensation Committee effective September 27, 2024.
- David J. Lee will serve as chair of the Nominating and Enterprise Risk Management (NERM) Committee replacing Ms. Hayes.
- The Board size decreased from nine members to eight members.
Zevia PBC announced the appointment of Alexandre I. Ruberti as a new independent Class III director to expand the Board from eight to nine members.
π Key Facts
- Effective Date: August 6, 2024.
- Appointment: Alexandre I. Ruberti appointed as an independent Class III director.
- Board Expansion: Increased Board size from eight to nine members.
- Term: Serves until the Companyβs 2027 Annual Meeting of Stockholders or earlier resignation/removal.
- Compensation: Entitled to standard non-employee director compensation as per the April 24, 2024 Proxy Statement.
Zevia PBC issued an 8-K to announce its financial results for the second quarter ended June 30, 2024. The filing serves as a formal notice that earnings data is being furnished via Exhibit 99.1.
π Key Facts
- Earnings release issued on August 7, 2024.
- Covers financial results for the second quarter ended June 30, 2024.
- The information in Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.
Zevia PBC received a notice from the NYSE stating it is non-compliant with minimum bid price requirements. The company's average closing price fell below $1.00 over a consecutive 30-trading-day period.
π© Red Flags
- Delisting notice from NYSE (Section 802.01C)
- Stock price performance below the $1.00 minimum threshold
- Potential for a reverse stock split to regain compliance (implied by 'available alternatives')
π Key Facts
- The Company was notified by the NYSE on June 26, 2024, regarding non-compliance with Section 802.01C of the NYSE Listed Company Manual.
- Non-compliance is due to the average closing price being less than $1.00 per share over a consecutive 30-trading-day period.
- The company has a six-month cure period from receipt of the notice to regain compliance.
- Compliance can be regained if the stock closes at or above $1.00 and maintains a 30-day average of $1.00 on the last trading day of any month during the cure period.
Zevia PBC announced the resignation of its Executive Vice President & Chief Commercial Officer, Greig P. DeBow, Jr., effective July 3, 2024. The company has named Alfred (Fredo) A. Guarino as his successor, effective July 4, 2024.
π© Red Flags
- Departure of a key C-suite executive (Chief Commercial Officer) can create transitional friction in sales operations.
π Key Facts
- Greig P. DeBow, Jr. is resigning from the role of EVP & Chief Commercial Officer to pursue other opportunities.
- DeBow's resignation becomes effective at the close of business on July 3, 2024.
- Alfred (Fredo) A. Guarino will assume the role of Senior Vice President Sales & Chief Commercial Officer on July 4, 2024.
- Guarino previously served as SVP, Strategy & Business Development at Zevia and held leadership roles at Anheuser Busch and Red Bull North America.
Zevia PBC held its 2024 Annual Meeting of Stockholders on June 11, 2024. The meeting resulted in the election of two Class III board members and the ratification of Deloitte & Touche LLP as the independent auditor.
π Key Facts
- Annual Meeting held on June 11, 2024.
- Jacqueline J. Hayes elected to the Board of Directors for a 3-year term (until 2027).
- Julie G. Ruehl elected to the Board of Directors for a 3-year term (until 2027).
- Deloitte & Touche LLP ratified as independent registered public accounting firm for fiscal year ending Dec 31, 2024.
- Total Class A Common Stock outstanding at record date: 58,179,676 shares; Class B: 14,117,351 shares.
Zevia PBC issued an earnings release on May 8, 2024, reporting its financial results for the first quarter ended March 31, 2024. The filing serves as a formal notification of the release of quarterly performance data.
π Key Facts
- Earnings release issued on May 8, 2024.
- Reporting period: First Quarter ended March 31, 2024.
- The company is an emerging growth company.
Zevia PBC announced the resignation of its Senior Vice President and Chief Accounting Officer, Hany Mikhail. The company has appointed CFO Girish Satya to serve as Principal Accounting Officer during the transition period.
π© Red Flags
- Departure of a key financial officer (Chief Accounting Officer) can create temporary administrative strain during transition periods.
π Key Facts
- Hany Mikhail resigned as SVP and Chief Accounting Officer on April 12, 2024.
- Mikhail will continue in his role until May 10, 2024, transitioning to a non-officer role through July 1, 2024.
- Girish Satya (CFO) will assume the role of Principal Accounting Officer effective May 11, 2024.
- The company states the resignation is not due to any disagreement regarding financials, operations, or accounting practices.
Zevia PBC issued an 8-K to announce its financial results for the fourth quarter and full year ended December 31, 2023. The filing serves as a formal notice that earnings data was released on February 27, 2024.
π Key Facts
- Earnings release issued on February 27, 2024.
- Covers financial results for Q4 and Full Year ended December 31, 2023.
- The information in Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.
Zevia PBC announced the appointment of Girish Satya as Chief Financial Officer, effective February 21, 2024. This transition involves the departure of Florence Neubauer from her interim CFO role to remain as SVP, Finance and Business Transformation.
π© Red Flags
- None identified in this specific filing.
π Key Facts
- Girish Satya appointed as CFO effective February 21, 2024.
- Satya's compensation includes a $400,000 annual base salary and a target annual bonus of 75% ($300,000), with a guaranteed minimum for 2024 of $175,000.
- Satya is eligible for a target long-term incentive award of $600,000.
- Florence Neubauer will transition from Interim CFO to SVP, Finance and Business Transformation.
- Satya brings extensive experience in corporate turnarounds and financial restructurings (Alvarez & Marshal) and private equity (TSG Consumer Partners).