AI brief of an SEC Form 8-K · Zevia PBC (ZVIA)

Zevia Sells $20 Million Preferred Stock to GP Investments; Q3 Sales Seen Above Guidance

Positive Impact 4 of 5 financing Written later

Zevia agreed on October 22, 2026 to sell up to $20 million of Series A Senior Convertible Preferred Stock to Bubble Holdings, an affiliate of GP Investments; $15 million closed that day and the remaining $5 million depends on 2026 net sales and Adjusted EBITDA targets. The company also said preliminary third quarter 2026 net sales are about $48 million, above its prior $44 million to $46 million guidance, and Adjusted EBITDA is expected to be between negative $900 thousand and negative $1.0 million, better than its prior negative $3.0 million to negative $3.5 million range, though the convertible preferred is dilutive to common shareholders.

Key points

  • $15 million of Series A Preferred Stock issued October 22, 2026; remaining $5 million deferred closing requires 2026 net sales of at least $172.5 million and Adjusted EBITDA of no less than negative $3.0 million
  • Preferred accrues a 6.00% dividend and converts initially at $1.448 per share, with conversion capped at 14,428,844 shares
  • Purchaser gets the right to designate one board director; board size increased to eight members
  • Preliminary Q3 2026 net sales about $48 million vs. prior guidance of $44 million to $46 million; full results due November 4, 2026

The filing

CompanyZevia PBC (ZVIA)
Form8-K, current report
Filed with the SECOct 23, 2026, 3:27 PM ET
Accession number0001437749-26-033400

Items reported: 1.01 Material Definitive Agreement3.02 Unregistered Equity Sale3.03 Change to Shareholder Rights5.03 Bylaw / Charter Amendment7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:44 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 23, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.