ZVIA on NYSE

Zevia

Logo: Zevia, Public domain, via Wikimedia Commons4

American food company

Zevia is a Los Angeles based company that produces soft drinks, organic tea, energy drinks, and mixers sweetened with stevia. All Zevia products are zero-calorie, sugar-free, gluten free, vegan, certified kosher, and certified by The Non-GMO Project. In June 2021, Zevia filed to go public with an IPO.3 Its shares trade on NYSE under the symbol ZVIA.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$161.3MRevenue, fiscal 20255
-$9.9MNet income, fiscal 20255
2007Founded1

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  • TickerZVIA on NYSE1
  • Industrybeverage industry1
  • HeadquartersLos Angeles1
  • Websitewww.zevia.com
  • Incorporated inDE6
  • Business address15821 Ventura Blvd., Suite 135, Encino, Ca 914366
  • Filer categoryAccelerated filer, Smaller reporting company, Emerging growth company6

Zevia is a Los Angeles based company that produces soft drinks, organic tea, energy drinks, and mixers sweetened with stevia. All Zevia products are zero-calorie, sugar-free, gluten free, vegan, certified kosher, and certified by The Non-GMO Project. In June 2021, Zevia filed to go public with an IPO.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

48.0%Gross margin5
-7.3%Operating margin5
-6.2%Net margin5
4.0%Revenue growth, 20255
-19.4%Return on equity5
-$5.0MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Regions

United States brought in 90% of the revenue Zevia broke down this way in fiscal 2025.

  1. United States$144.9M590%up 4% from 2024
  2. Canada$16.3M510%up 7% from 2024
Regions by year
Regions20242025
United States$139.7M$144.9M
Canada$15.3M$16.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue52¢$83.8M
  • Other costs48¢$77.4M
  • Income tax0¢$54.0K

Out of $161.3M in revenue.5 The company lost money this year.

Financial statements

Revenue91011125$161.3M in 2025+47% since 2020
0$50.0M$100.0M$150.0M$200.0M2020: $110.0M$110.0M20202021: $138.2M$138.2M2021+26%2022: $163.2M$163.2M2022+18%2023: $166.4M$166.4M2023+2%2024: $155.0M$155.0M2024−7%2025: $161.3M$161.3M2025+4%
Gross profit91011125$77.4M in 2025+56% since 2020
0$20.0M$40.0M$60.0M$80.0M2020: $49.5M$49.5M20202021: $63.9M$63.9M2021+29%2022: $70.0M$70.0M2022+10%2023: $74.8M$74.8M2023+7%2024: $71.9M$71.9M2024−4%2025: $77.4M$77.4M2025+8%
Operating income91011125-$11.8M in 2025+115% since 2020
-$100.0M-$75.0M-$50.0M-$25.0M02020: -$5.5M-$5.5M20202021: -$87.4M-$87.4M2021+1496%2022: -$47.9M-$47.9M2022−45%2023: -$28.9M-$28.9M2023−40%2024: -$23.7M-$23.7M2024−18%2025: -$11.8M-$11.8M2025−50%
Net income910125-$9.9M in 2025+63% since 2020
-$100.0M-$75.0M-$50.0M-$25.0M02020: -$6.1M-$6.1M20202021: -$87.7M-$87.7M2021+1344%2022: -$47.6M-$47.6M2022−46%2023: -$28.3M-$28.3M2023−41%2024: -$20.0M-$20.0M2024−29%2025: -$9.9M-$9.9M2025−50%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Net sales$161.3M$155.0M
Cost of goods sold$83.8M$83.1M
Gross profit$77.4M$71.9M
Selling and marketing$52.4M$57.1M
General and administrative$30.0M$30.0M
Equity-based compensation$3.8M$5.0M
Depreciation and amortization$868.0K$1.3M
Restructuring Charges$2.2M$2.1M
Total operating expenses$89.2M$95.6M
Loss from operations-$11.8M-$23.7M
Other income (expense), net$678.0K-$63.0K
Loss before income taxes-$11.1M-$23.7M
Provision for income taxes$54.0K$66.0K
Net loss and comprehensive loss-$11.2M-$23.8M
Loss attributable to noncontrolling interest$1.2M$3.8M
Net loss attributable to Zevia PBC-$9.9M-$20.0M
Basic (in dollars per share)-$0.15-$0.34
Diluted (in dollars per share)-$0.15-$0.34
Basic (in shares)66.0M shares58.7M shares
Diluted (in shares)66.0M shares58.7M shares

Compare Zevia with another company

Corporate structure

Zevia sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Zevia

  • Zevia Los Angeles

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Zevia reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$3.5M5 Dec 31, 2025$4.3M5 Dec 31, 2024−18.8%
Accumulated depreciation$2.6M5 Dec 31, 2025$3.0M5 Dec 31, 2024−13.6%
Property and equipment, net$867.0K5 Dec 31, 2025$1.3M5 Dec 31, 2024−31.2%
Operating-lease assets (leased space)$549.0K5 Dec 31, 2025$1.1M5 Dec 31, 2024−50.0%

Real estate and locations

ItemLatestA year beforeChange
Area of real estate20,185 sq ft5 Dec 31, 2025
Area of land20,185 sq ft12 Sep 30, 2024

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$25.4M5 Dec 31, 2025$30.7M5 Dec 31, 2024−17.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$3.1M5 Dec 31, 2025$3.2M5 Dec 31, 2024−1.4%
Finite-lived intangibles, gross$4.3M5 Dec 31, 2025$4.2M5 Dec 31, 2024+2.9%
Accumulated amortization$4.2M5 Dec 31, 2025$4.0M5 Dec 31, 2024+4.2%
Finite-lived intangibles, net$135.0K5 Dec 31, 2025$179.0K5 Dec 31, 2024−24.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$20.4M5 Dec 31, 2025$18.6M5 Dec 31, 2024+9.5%
Raw materials$115.0K5 Dec 31, 2025$600.0K5 Dec 31, 2024−80.8%
Finished goods$20.3M5 Dec 31, 2025$18.0M5 Dec 31, 2024+12.5%

Properties, in its own words

Our corporate headquarters offices are located in Encino, California and consists of approximately 20,185 square feet of leased space pursuant to a lease that expires on December 31, 2026. In September 2024, we entered into an agreement to sublease 8,468 square feet of leased space until December 31, 2026.

We utilize third-party distribution networks.

The rest of Item 2

We believe that our current facilities are suitable and adequate to meet our current needs. We continue to evaluate opportunities to support our future plans for growth and cost reduction. We believe that additional or alternative space to support future use and expansion will be available on reasonable commercial terms.

Item 2 of the 10-K filed Feb 25, 2026.17

The story

Zevia was launched in 2007 as an alternative soft drink for those who want to avoid both added sugars and artificial sweeteners. The company was founded in Seattle, Washington by Derek Newman, Jessica Newman, and Ian Eisenberg.

By the end of 2008, ACNielsen recorded that Zevia was the fastest growing natural product in the United States in terms of sales. The company's 2008 revenue was $925,000, and the product was available in 850 stores. In 2010, Zevia reported a 300% increase in same-store sales over 2009.

Paddy Spence bought Zevia in 2010 and became both CEO and chairman.

In June 2021, the company filed to go public with an IPO on the NYSE.

From Wikipedia’s article on Zevia, shared under CC BY-SA 4.0.7

Leadership

Who has led Zevia, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Products and brands

Products

In May 2012, the product was the best selling soda in Whole Foods. By July 2013, it was the number seventeen zero-calorie or low-calorie soda in mainstream grocery stores, making it the only independent brand in the top 20. By the end of 2013, overall sales were over $60 million, and it was the 14th-best-selling diet soda. By 2014 the firm's product was available in more than 16,000 stores in the United States, including Whole Foods, Target, Kroger, Safeway, Sprouts, and other grocery and natural food stores.

In late 2013, the firm replaced their previous stevia and erythritol sweetener with a mix of stevia extract, monk fruit extract, and erythritol, a blend that they called SweetSmart. In September 2016, the company announced that all their products had been reformulated to be sweetened only with stevia.

Starting in 2016, Zevia introduced more products beyond its primary line of soft drinks. In June 2016, Zevia launched the Sparkling Water and energy drink product lines. In October 2016, Zevia unveiled its Mixers line.

In 2018, the company launched the Zevia Organic Tea line, in various tea flavors.

Read the full text

In December 2019, Zevia launched its Kidz line. The drinks are packaged in smaller 7.5 ounce cans that feature classic Disney characters.

Zevia claims that it was the top-selling carbonated soft drink brand on Amazon.com in 2020.

Product lines

As of 2021 Zevia has six product lines, with 37 flavors. All Zevia products are zero-calorie, sugar-free, gluten free, vegan, certified Kosher and certified by The Non GMO Project.

Soda – Flavors include Cola, Ginger Root Beer, Creamy Root Beer, Ginger Ale, Black Cherry, Cream Soda, Cherry Cola, Dr. Zevia, Grape, Mountain Zevia, Caffeine Free Cola, Orange, Lemon Lime Twist, Grapefruit Citrus, Vanilla Cola, and Strawberry.

Energy – Flavors include Raspberry Lime, Mango Ginger, Grapefruit, and Kola.

Organic Tea – Flavors include Black Tea, Green Tea, Black Tea Raspberry, Black Tea Peach, Black Tea Lemon, Earl Grey Tea Blood Orange, Caffeine Free Hibiscus Tea Passionfruit, and Caffeine Free Black Tea Lemon.

Mixer – Flavors include Ginger Beer, Tonic Water, and Lemon Lime with Bitters.

Kidz – Flavors include Watermelon, Cran-Raspberry, Strawberry Lemonade, Fruit Punch, Orange Cream, and Fizzy Apple.

Sparkling Water – Flavors include Blackberry, and Cucumber Lemon.

Marketing

In July 2012, Zevia ran billboard ads in support of New York City's soda ban, and Spence appeared on CNBC to promote healthier soda alternatives.

In 2014, Zevia entered a sponsorship with Major League Baseball and became the official soda of the Oakland Athletics. The soda is sold in bottles at all concessions stands at the Oakland–Alameda County Coliseum.

From Wikipedia’s article on Zevia, shared under CC BY-SA 4.0.7

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Zevia LLC Delaware8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 5, 20268-K Results of operations43
  2. Jun 17, 2026New chief executive Alexandre Ruberti becomes CEO18
  3. Jun 15, 20268-K Executive or director change; Regulation FD disclosure44
  4. Jun 15, 20268-K Shareholder vote45
  5. May 18, 20268-K Entered a material agreement; New debt or obligation46
  6. May 6, 20268-K Results of operations47
  7. Feb 25, 20268-K Results of operations48
  8. Jan 7, 20268-K Executive or director change; Regulation FD disclosure49
  9. Nov 5, 20258-K Results of operations50
  10. Aug 25, 20258-K Regulation FD disclosure51
  11. Aug 12, 20258-K Entered a material agreement52
  12. Aug 6, 20258-K Results of operations53
  13. Jun 13, 20258-K Executive or director change; Shareholder vote54
  14. Sep 2, 2022New chief executive Amy Taylor becomes CEO20
  15. Feb 14, 2022New chief executive Padraic L. Spence becomes CEO19
  16. 2007Founded Founded1

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.04) a share, on Nov 5, 2025.55

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results43
  2. May 6, 2026Reported quarterly or annual results47
  3. Feb 25, 2026Reported quarterly or annual results48
  4. Nov 5, 2025Reported quarterly or annual results50
  5. Aug 6, 2025Reported quarterly or annual results53
  6. May 7, 2025Reported quarterly or annual results56
  7. Feb 26, 2025Reported quarterly or annual results57
  8. Jan 13, 2025Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

302 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 48 major events, 152 insider forms, 17 large holders, 65 other. The latest 20:

  1. Aug 5, 202610-Q EDGAR
  2. Aug 5, 20268-K EDGAR
  3. Jun 17, 20264 EDGAR
  4. Jun 15, 20268-K EDGAR
  5. Jun 15, 20268-K EDGAR
  6. Jun 12, 20264 EDGAR
  7. Jun 12, 20264 EDGAR
  8. Jun 12, 20264 EDGAR
  9. Jun 12, 20264 EDGAR
  10. Jun 12, 20264 EDGAR
  11. Jun 12, 20264 EDGAR
  12. May 28, 20264 OWNERSHIP DOCUMENT EDGAR
  13. May 28, 2026SCHEDULE 13D/A EDGAR
  14. May 18, 20268-K EDGAR
  15. May 6, 202610-Q EDGAR
  16. May 6, 20268-K EDGAR
  17. Apr 24, 2026ARS EDGAR
  18. Apr 23, 2026DEFA14A EDGAR
  19. Apr 23, 2026DEF 14A EDGAR
  20. Mar 30, 2026144 EDGAR

The 302 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

104 open-market trades by officers, directors and large owners since October 2021: 12 buys and 92 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 27, 2026CDP Investissements Inc.10% ownerSale2,150,000$1.90$4.1MForm 4
Mar 30, 2026Taylor AmyPresident & CEOSale10,776$1.16$12.5KForm 4
Mar 27, 2026Taylor AmyPresident & CEOSale66,501$1.14$75.8KForm 4
Mar 26, 2026Taylor AmyPresident & CEOSale66,731$1.17$78.1KForm 4
Mar 25, 2026Satya GirishChief Financial OfficerSale41,662$1.18$49.2KForm 4
Mar 3, 2026Spence Padraic L.DirectorSale40,000$1.44$57.6KForm 4
Jan 27, 2026CDP Investissements Inc.10% ownerSale3,500,000$2.00$7.0MForm 4
Nov 10, 2025Spence Padraic L.DirectorSale200,000$2.64$528.0KForm 4
Sep 30, 2025CDP Investissements Inc.10% ownerSale2,971,664$2.73$8.1MForm 4
Jun 30, 2025CAISSE DE DEPOT ET PLACEMENT DU QUEBEC10% ownerSale2,000,000$3.01$6.0MForm 4
May 12, 2025Spence Padraic L.DirectorSale75,000$2.71$203.2KForm 4
Mar 18, 2025Simms Lorna R.SVP, GC & Corporate SecretarySale4,957$2.10$10.4KForm 4
Mar 18, 2025Taylor AmyPresident & CEOSale29,079$2.09$60.8KForm 4
Mar 17, 2025Simms Lorna R.SVP, GC & Corporate SecretarySale9,951$2.24$22.3KForm 4
Mar 17, 2025Satya GirishChief Financial OfficerSale17,111$2.23$38.2KForm 4
Mar 14, 2025Taylor AmyPresident & CEOSale52,951$2.21$117.0KForm 4
Jan 21, 2025Simms Lorna R.SVP, GC & Corporate SecretarySale3,979$4.68$18.6KForm 4
Jan 21, 2025Taylor AmyPresident & CEOSale11,479$4.74$54.4KForm 4
Dec 5, 2024Ripley Rosemary LDirectorSale2,567,006$1.90$4.9MForm 4
Oct 3, 2024White Pine LLC10% ownerSale92,852$1.08$100.3KForm 4

All 104 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Amy E. Taylor54$620.0K$2.2M65
2025Girish Satya49$400.0K$1.0M65
2025Lorna R. Simms$97.2K$556.7K65
2024President and CEO$613.0K$1.4M65
2024Executive Vice PresidentChief Financial Officer and Principal Accounting Officer$338.3K$1.1M65
2024Former Senior Vice PresidentGeneral Counsel and Corporate Secretary$344.8K$537.0K65

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Caisse de depot et placement du Quebec11,400,428$18.6M0.0%−2,150,000
Topline Capital Management, LLC7,177,524$11.7M3.0%+428,860
Kanen Wealth Management LLC2,693,236$4.6M1.1%+1,443,236
Mackenzie Financial Corp2,670,699$4.4M0.0%+2,546,548
Vanguard Capital Management LLC2,119,167$3.5M0.0%+435,436
Jefferies Financial Group Inc.2,099,879$3.4M0.0%+3,289
Stoic Point Capital Management LLC1,134,964$1.8M1.6%+393,796
Jane Street Group, LLC969,397$1.6M0.0%New
Aqr Capital Management LLC920,090$1.5M0.0%+390,266
BlackRock, Inc.804,400$1.3M0.0%−2,313,387
Squarepoint Ops LLC769,655$1.3M0.0%+224,357
Renaissance Technologies LLC765,891$1.2M0.0%−45,935
OneAscent Financial Services LLC750,375$1.2M0.1%New
BCS Private Wealth Management, Inc.699,189$1.1M0.3%No change
Brighton Jones LLC584,709$953.1K0.0%New
D. E. Shaw & Co., Inc.552,596$900.7K0.0%+121,961
Two Sigma Investments, LP452,386$737.4K0.0%+313,886
Geode Capital Management, LLC392,151$639.6K0.0%−655,652
Potrero Capital Research LLC315,181$513.7K0.3%−1,427,850
Canada Pension Plan Investment Board272,100$443.5K0.0%New
Arrowstreet Capital, Limited Partnership259,250$422.6K0.0%New
Millennium Management LLC236,526$385.5K0.0%New
TD Waterhouse Canada Inc.198,150$358.7K0.0%+7,548
Vanguard Fiduciary Trust Co209,552$341.6K0.0%−47,082
Qube Research & Technologies Ltd203,474$331.7K0.0%+30,517

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Zevia is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARZevia PBC2
  • CIK0001854139
  • Employer ID (EIN)86-286249217
  • Filer statusAccelerated filer an emerging growth company; a smaller reporting company; not a shell company17
  • Incorporated inDelaware17
  • Fiscal year endsDecember 312
  • Industry code (SIC)2086 Bottled & Canned Soft Drinks & Carbonated Waters2
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance2
  • Business address15821 Ventura Blvd., Suite 135, Encino, CA 914362
  • Phone203-331-76392
  • Shares outstanding67,486,641 Common Class A shares; 7,614,823 Common Class B shares as of Feb 20, 202617
  • Public float$163.2M as of Jun 30, 202517
  • AuditorDeloitte & Touche LLP, Los Angeles, California PCAOB ID 34; no auditor attestation of internal control over financial reporting17
  • On EDGAR sinceApr 19, 20212
  • Filings356 in all: 4 (157), 8-K (49), 144 (41), 3 (25), 10-Q (16), DEFA14A (6), SCHEDULE 13G/A (6), 10-K (5)2
    All 32 form types

    DEF 14A (5), ARS (4), CORRESP (4), SCHEDULE 13D/A (4), S-8 (3), SC 13G (3), SC 13G/A (3), SCHEDULE 13G (3), UPLOAD (3), 4/A (2), EFFECT (2), S-1/A (2), S-3/A (2), 424B4 (1), 424B5 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), S-1 (1), S-3 (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Aug 5, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.001 per shareZVIANew York Stock Exchange

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks Zevia names in Item 1A of its 10-K filed Feb 25, 2026: 55 risks under these headings, as written.17

  • Risks Relating to Our Business, Our Industry and Macroeconomic Conditions
  • If we are unable to compete in our intensely competitive industry, our business may not grow or succeed.
  • If we fail to further develop, maintain and promote our brand, our business could suffer.
  • Changes in the retail landscape or the loss of key retail customers that cannot be replaced in a timely manner could adversely affect our results of operations and financial performance.
  • We could be adversely affected by a change in consumer preferences, perception and spending habits in the commercial beverage industry and on naturally sweetened products, and failure to develop or enrich our product offerings or gain market acceptance of our new products including any new offerings, could have a negative effect on our business.
  • Inaccurate or misleading marketing claims may harm our brand and business.
  • Failure to introduce new products or successfully improve existing products may adversely affect our ability to continue to grow.
  • Product safety and quality concerns, including relating to our sweetening system, could negatively affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, or our brand dilution, which could increase our operating costs and reduce demand for our product offerings.
  • Our net sales and earnings may fluctuate as a result of price concessions, promotional activities and chargebacks.
  • The loss of any registered trademark or other intellectual property or actual or alleged claims of infringement or violation of intellectual property rights could hurt our business.
  • We have a history of losses, and we may be unable to achieve profitability.
  • If we fail to attract, hire, train and retain qualified personnel, manage our future growth effectively or maintain our company culture, our business could be materially adversely affected.
The other 44 risks
  • Disruptions in the worldwide economy, including changes to trade policies, may adversely affect our business, results of operations and financial condition.
  • Climate change may negatively affect our business and operations.
  • Adverse weather conditions, fires, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.
  • We may face difficulties as we expand our operations into new markets in which we have no prior operating experience.
  • Risks Relating to Our Relationships with Third Parties
  • Because we rely on a limited number of third-party suppliers to supply our contract manufacturers, raw materials may not be able to be obtained on a timely basis or in sufficient quantities for such contract manufacturers to produce our products and we may not be able to then meet demand for our products.
  • Increase in the cost, disruption of supply or shortage of stevia sweetener or other ingredients or raw materials, packaging materials, aluminum cans or other containers could harm our business.
  • Disruption within our supply chain or distribution channels, including with respect to packaging, transportation, labor and other inputs, could have an adverse effect on our business, financial condition and results of operations.
  • Substantial disruption at our independent contract manufacturing and distribution facilities could occur.
  • Failure by independent third party transportation providers to facilitate delivery of our products on time, or at all, could result in lost sales.
  • Failure by independent contract manufacturers and suppliers to comply with ethical business practices could harm our brand reputation and business.
  • Our results of operations could be harmed if we are unable to accurately forecast demand for our products, revenue and costs, including maintaining adequate inventory levels.
  • Risks Relating to Governmental Regulation
  • We and our contract manufacturers and suppliers are subject to extensive governmental regulation and may be subject to enforcement if we are not in compliance with applicable requirements.
  • Changes in laws and regulations, or the adoption of new laws or regulations, relating to beverage containers, ingredients and packaging could increase our costs, reduce demand for our products, and otherwise adversely affect our business, results of operations and financial condition.
  • Regulatory enforcement actions and litigation concerning marketing and labeling of our products could adversely affect our business and reputation.
  • We are subject to international regulations that could adversely affect our business and results of operations.
  • Risks Relating to Tax Matters
  • The Company is dependent on distributions from Zevia LLC to pay any taxes and other expenses, including payments under the Tax Receivable Agreement.
  • The Internal Revenue Service (IRS) might challenge the tax basis step-ups and other tax benefits we receive in connection with the IPO and the related transactions and in connection with future acquisitions of Zevia LLC units.
  • The Company will be required to pay over to continuing members of Zevia LLC and the Direct Zevia Stockholders most of the tax benefits the Company receives from tax basis step-ups (and certain other tax benefits) attributable to its acquisition of units of Zevia LLC in connection with the IPO and in the future, and the amount of those payments are expected to be substantial.
  • In certain circumstances, payments under the TRA may be accelerated and/or significantly exceed the actual tax benefits, if any, that the Company actually realizes.
  • In certain circumstances, Zevia LLC will be required to make distributions to us and the existing members of Zevia LLC, and the distributions that Zevia LLC will be required to make may be substantial.
  • Pursuant to regulations issued under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company may not be permitted to deduct its distributive share of compensation expense to the extent that the compensation was paid by Zevia LLC to certain of the Company’s covered employees, potentially resulting in additional U.S. federal income tax liability for the Company and reducing cash available for distribution to the Company’s stockholders and/or for the payment of other expenses and obligations of the Company.
  • Future changes to tax laws or our effective tax rate could materially and adversely affect our company and reduce net returns to our stockholders.
  • We may be required to pay additional taxes because of the U.S. federal partnership audit rules and potentially also state and local tax rules.
  • If Zevia LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, Zevia PBC and Zevia LLC might be subject to potentially significant tax inefficiencies, and Zevia PBC would not be able to recover payments previously made by it under the TRA, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
  • Risks Relating to Ownership of Our Common Stock
  • We may fail to qualify for continued listing on the NYSE in the future, which could make it more difficult for our stockholders to sell their shares.
  • The market price of our Class A common stock has been and may continue to be volatile or may decline regardless of our operating performance, and you could lose all or part of your investment.
  • As a public benefit corporation, our duty to balance a variety of interests may result in actions that do not maximize stockholder value.
  • As a public benefit corporation, we may become subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interests, the occurrence of which may have an adverse impact on our financial condition and results of operations.
  • Our status as a public benefit corporation and a Certified B Corporation may not result in the benefits that we anticipate and may subject us to increased scrutiny.
  • We do not intend to pay dividends for the foreseeable future and, as a result, stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our Class A common stock.
  • Our charter documents and the DGCL could discourage takeover attempts and other corporate governance changes.
  • Our amended and restated certificate of incorporation includes an exclusive forum clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
  • General Risk Factors
  • We have a limited operating history at our current scale, which may make it difficult to evaluate our business and future prospects.
  • The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.
  • Our management team has limited experience managing a public company.
  • Reduced reporting and disclosure requirements applicable to us as an emerging growth company (“EGC”) could make our Class A common stock less attractive to investors.
  • If we fail to maintain or implement effective internal controls, we may not be able to report financial results accurately or on a timely basis, or to detect fraud, which could have a material adverse effect on our business and the per share price of our Class A common stock.
  • If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.
  • We rely on information technology systems and any inadequacy, failure, interruption, outage, or integration issue of those systems may harm our ability to effectively operate our business.
  • If we or any of our customers, suppliers, or vendors incur a security breach, data protection breach, or cyberattack, this could disrupt our internal operations and negatively impact our revenue and cash flows, result in increased expenses, damage our reputation, and adversely affect our stock price.
  • Our actual or perceived failure to comply with privacy, data protection and information security laws, regulations and obligations could harm our business.
  • Any future pandemics, epidemics, or other disease outbreaks could have a material adverse impact on our business, results of operations and financial condition.
  • Risks Relating to Our Indebtedness and Liquidity
  • We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, which may in turn impair our growth.
  • Covenants in our credit facility could adversely impact our operations

Legal proceedings

We are involved from time to time in various claims, proceedings, and litigation. The outcome of any claims or litigation, regardless of the merits, is inherently uncertain. See Note 9 - Commitments and Contingencies in the accompanying Notes to our Consolidated Financial Statements included in this Annual Report for information about certain ongoing legal proceedings.

The opening of Item 3, Legal Proceedings.17

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