ZVIA

The following discussion contains forward-looking statements that involve risks and uncertainties. The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed accompanying consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part II, Item 1A. “Risk Factors” and other sections of this Quarterly Report and our consolidated financial statements and notes thereto included in our Annual Report. The financial data discussed below reflects the historical results of operations and financial position of the Company. References in this Quarterly Report to “Zevia,” the “Company,” “we,” “us,” and “our” refer (1) prior to the consummation of the Reorganization Transactions, to Zevia LLC, and (2) after the consummation of the Reorganization Transactions, to Zevia PBC and its consolidated subsidiaries unless the context indicates otherwise. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview We are 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” by B Lab, an independent non-profit organization. We 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 made with a handful of simple ingredients, contain no artificial sweeteners, and 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 U.S. and Canada through a wide-ranging 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. Our products are manufactured and maintained at third-party beverage production and warehousing facilities located in both the U.S. and Canada. Key Events During the First Half of 2026 Leadership Transition In June 2026, the Board of Directors appointed current director, Alexandre I. Ruberti to succeed Amy Taylor as the Company's President and Chief Executive Officer. Restructuring Initiatives In the second quarter of 2024, we began executing a multi-year, broad-based Productivity Initiative designed to realign our cost structure in order to accelerate our route-to-market evolution and continue to build the Zevia® Brand. This Productivity Initiative was designed to focus on our most critical initiatives including driving growth and innovation in our highest margin carbonated better-for-you beverages, re-align our cost structure to support greater investments in the Zevia® Brand and improve operational excellence while simplifying processes across the organization. The Productivity Initiative was expected to result in estimated annualized benefits of approximately $20.0 million, and we began seeing these benefits in the second half of 2024 and expect the savings to continue to be realized through 2026. These benefits included reduction in costs of goods sold and reduction in operating expenses. We have reinvested the majority of these costs savings thus far into brand marketing and promotional activity to drive future growth. Looking forward, we intend to balance reinvesting savings to help drive revenue growth with our plans for achieving profitability. Restructuring charges related to the Productivity Initiative were completed as of December 31, 2025. In the second quarter of 2026, the Company initiated a restructuring plan aimed at improving the efficiency of its warehouse operations and optimizing its warehouse footprint. The plan includes transitioning to a more efficient warehouse location and streamlining related logistics activities. For the three and six months ended June 30, 2026, the Company recognized $1.0 million of costs primarily consisting of contract termination costs and freight costs to transfer inventories. Additional restructuring charges or cash expenditures may be incurred as the Company makes further progress on this initiative, which we expect to be substantially completed by the third quarter of 2026. Once the transition is complete, the Company expects the restructuring to result in annualized cost savings of approximately $4.1 million. 20 Table of Contents Factors Affecting Our Performance Macroeconomic Environment We continue to monitor macroeconomic trends and uncertainties such as key ingredient inflation, any potential shutdown of the U.S. government, the ongoing conflicts in the Middle East, the effects of tariffs, and the potential imposition of modified or additional tariffs, which may adversely affect our net sales and profitability. As a result of the rapid changes in global trade policies, including tariffs, and potential tariff modifications or the imposition of tariffs, export controls or other retaliatory actions by other countries, we have experienced and anticipate continuing to experience increased supply chain challenges, commodity cost volatility, and consumer and economic uncertainty. This has also created a complex and challenging retail environment for us as consumers reduce discretionary spending. A decline in consumer spending may have an adverse effect on our revenues, margins, and operating results. We, along with our competitors, have increased pricing on a number of products in response to widespread inflation, which could be exacerbated as a result of the tariffs. These pricing increases may result in future reductions in volume. The following summarizes the components of our results of operations for the three and six months ended June 30, 2026 and 2025, respectively. Components of Our Results of Operations Net Sales We generate net sales from the sales of our products, including Soda, Energy Drinks, and Tea drinks, to our customers, which include grocery distributors, national retailers, convenience retailers, natural products retailers, warehouse club retailers and retailers with e-commerce channels, in the U.S. and Canada. In 2026, we will discontinue selling the Tea product line. We offer our customers sales incentives that are designed to support the distribution of our products to consumers. These incentives and discounts include cash discounts, price allowances, volume-based rebates, product placement fees and certain other financial support for items such as trade promotions, displays, new products, consumer incentives and advertising assistance. The amounts for these incentives are deducted from gross sales to arrive at our net sales. The following factors and trends in our business are expected to be key drivers of our net sales for the foreseeable future: • leveraging our platform and mission to grow brand awareness, increase velocity and expand our consumer base; • continuing to grow our strong relationships across our retailer network and retain and expand distribution amongst new and existing channels, both in-store and online; and • continuous innovation efforts and enhancement of existing products. We expect our future growth to be driven by a combination of new distribution, increased organic sales from existing outlets, package and product innovation, and continued pricing strength; however, sales levels in any given period may continue to be impacted by seasonality, increased level of competition, customers’ efforts to manage inventory, and discontinuation of products/packages such as the decision to discontinue Tea in 2026. We sell our products in the U.S. and Canada, direct to retailers and also through distributors. We do not have short- or long-term sales commitments with our customers. 21 Table of Contents Cost of Goods Sold Cost of goods sold consists of all costs to acquire and manufacture the Company’s products including the cost of the various ingredients, packaging, in-bound freight and logistics, and third-party production fees—which are typically incurred at a flat rate per case produced—and all other costs incurred to bring the product to salable condition. Our cost of goods sold is subject to price fluctuations in the marketplace, particularly in the price of aluminum and other raw materials, as well as in the cost of production, packaging, in-bound freight and logistics. Due to the implementation of tariffs, we saw an increase in our cost of goods sold throughout 2025 and in the first half of 2026, and expect a continued increase in our cost of goods going forward. Our results of operations depend on our contract manufacturers’ ability to arrange for the purchase of raw materials and the production of our products in sufficient quantities at competitive prices. We have long-term contracts with certain suppliers of stevia and certain third-party contract manufacturers governing quality control, regulatory compliance, pricing and other terms, but these contracts generally do not guarantee any minimum purchase commitments to our third-party contract manufacturers. Our third-party contract manufacturers procure packaging and ingredient materials to manufacture our products according to our submitted rolling forecasts, with the initial three months of each forecast generally constituting our purchase commitment. Excluding the impact of tariffs discussed above, we expect our cost of goods sold to increase in absolute dollars as our volume increases, but decrease over time as a percentage of net sales as a result of the Productivity Initiative, our continued focus on cost and efficiency improvements, and as we realize the benefit of scale. We elected to classify shipping and handling costs for salable product outside of cost of goods sold, in selling and marketing expenses in our accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As a result, our gross profit and profit margin may not be comparable to other entities that present shipping and handling costs as a component of cost of goods sold. Gross Profit Gross profit consists of our net sales less cost of goods sold. Our gross profit and gross margin are affected by the mix of distribution channels of our net sales in each period, as well as the level of discounts and promotions offered during the period. Gross profit may be favorably impacted by leveraging our asset-light business model and through increased distribution direct to retailers, the increased scale of our business, our Productivity Initiative, and our continued focus on cost and efficiency improvements. Operating Expenses Selling and Marketing Expenses Selling and marketing expenses consist primarily of warehousing and distribution costs and advertising and marketing expenses. Warehousing and distribution costs include storage, transfer, repacking and handling fees and out-bound freight and delivery charges. Advertising and marketing expenses consist of variable costs associated with production and media buying of marketing programs and trade events, as well as sampling and in-store demonstration costs. Selling and marketing expenses also include the incremental costs of obtaining contracts, such as sales commissions. Our selling expenses are expected to increase in the short-term due to higher freight costs driven by increased fuel rates, which have been affected by the ongoing conflicts in the Middle East. Over time, we expect selling expenses to decrease as a percentage of net sales as a result of our Productivity Initiative and continued focus on supply chain cost improvements, including the warehouse restructuring plan, although fluctuations in fuel rates may affect the timing and extent of these anticipated savings. 22 Table of Contents Marketing expenses are expected to increase as we invest in brand awareness, which are expected to be partially funded by the Productivity Initiative. We significantly increased our investment in marketing in 2025, in order to help build our brand, with a focus on driving awareness and customer conversations, and we expect this increased investment to continue throughout 2026. General and Administrative Expenses General and administrative expenses include all salary and other personnel expenses (other than equity-based compensation expense) for our employees, including employees related to management, marketing, sales, product development, quality control, accounting, information technology and other functions and legal costs. Our ongoing general and administrative expenses are expected to remain relatively flat as a percentage of net sales over time, but may fluctuate in any given quarter as a result of timing and amount of variable compensation expense. Equity-Based Compensation Expenses Equity-based compensation expense consists of the recorded expense of equity-based compensation for our employees and, if any, for certain consultants and service providers who are non-employees. We record equity-based compensation expense for employee grants using grant date fair value for RSUs and PSUs or a Black-Scholes valuation model to calculate the fair value of stock options by date granted. Equity-based compensation cost for RSU and PSU awards is measured based on the closing fair market value of the Zevia PBC Class A common stock, on the date of grant. During the three months ended June 30, 2026, we recognized $1.0 million of equity-based compensation expense related to awards granted in connection with endorsement agreement with Cardi B. Excluding the impact of non-employee grants, our equity-based compensation expense is expected to remain relatively consistent in absolute dollars but decline as a percentage of net sales over time. Depreciation and Amortization Depreciation is primarily related to computer equipment, quality control and marketing equipment, and leasehold improvements. Intangible assets subject to amortization consist of customer relationships and software applications. Non-amortizable intangible assets consist of trademarks, which represent the Company’s exclusive ownership of the Zevia® brand used in connection with the manufacturing, marketing, and distribution of its beverages. We also own several other trademarks in both the U.S. and in foreign countries. Depreciation and amortization expense is expected to increase in-line with ongoing capital expenditures as our business grows. Restructuring Expenses Restructuring expenses include employee severance and benefit costs to terminate a specified number of employees as well as costs for restructuring consulting services, impairment loss of certain assets, contract termination costs and other related charges designed to reduce costs and improve efficiency while continuing to invest in our brand and related initiatives. Other (expense) income, net Other (expense) income, net consists primarily of interest income (expense), and foreign currency (loss) gains. 23 Table of Contents Results of Operations The following table sets forth selected items in our accompanying unaudited condensed consolidated statements of operations and comprehensive loss for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands, except per share amounts) Net sales $ 45,002 $ 44,524 $ 91,093 $ 82,547 Cost of goods sold 22,977 22,834 46,778 41,822 Gross profit 22,025 21,690 44,315 40,725 Operating expenses: Selling and marketing 13,062 13,375 27,597 28,698 General and administrative 8,553 8,082 17,619 15,060 Equity-based compensation 2,079 982 2,973 1,713 Depreciation and amortization 182 236 351 488 Restructuring 1,037 31 1,037 2,169 Total operating expenses 24,913 22,706 49,577 48,128 Loss from operations (2,888) (1,016 ) (5,262) (7,403 ) Other (expense) income, net (14) 382 35 439 Loss before income taxes (2,902) (634 ) (5,227) (6,964 ) Provision for income taxes 12 17 50 58 Net loss and comprehensive loss (2,914) (651 ) (5,277) (7,022 ) Loss (income) attributable to noncontrolling interest 108 (46) 204 1,099 Net loss attributable to Zevia PBC $ (2,806) $ (697 ) $ (5,073) $ (5,923 ) Net loss per share attributable to common stockholders Basic $ (0.04) $ (0.01) $ (0.07) $ (0.09) Diluted $ (0.04) $ (0.01) $ (0.07) $ (0.09) 24 Table of Contents The following table presents selected items in our accompanying unaudited condensed consolidated statements of operations and comprehensive loss as a percentage of net sales for the respective periods presented. Percentages may not sum due to rounding: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net sales 100 % 100 % 100 % 100 % Cost of goods sold 51 % 51 % 51 % 51 % Gross profit 49 % 49 % 49 % 49 % Operating expenses: Selling and marketing 29 % 30 % 30 % 35 % General and administrative 19 % 18 % 19 % 18 % Equity-based compensation 5 % 2 % 3 % 2 % Depreciation and amortization 0 % 1 % 0 % 1 % Restructuring 2 % 0 % 1 % 3 % Total operating expenses 55 % 51 % 54 % 58 % Loss from operations (6 )% (2 )% (6 )% (9 )% Other (expense) income, net (0 )% 1 % 0 % 1 % Loss before income taxes (6 )% (1 )% (6 )% (8 )% Provision for income taxes 0 % 0 % 0 % 0 Net loss and comprehensive loss (6 )% (1 )% (6 )% (9 )% Loss (income) attributable to noncontrolling interest 0 % (0 )% 0 % 1 % Net loss attributable to Zevia PBC (6 )% (2 )% (6 )% (7 )% Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 Net Sales Three Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Net sales $ 45,002 $ 44,524 $ 478 1.1 % Net sales were $45.0 million for the three months ended June 30, 2026 as compared to $44.5 million for the three months ended June 30, 2025. Equivalized cases sold were 3.4 million during the three months ended June 30, 2026 as compared to 3.5 million during the three months ended June 30, 2025. The increase in net sales was primarily due to pricing actions which increased net sales by $2.2 million, partially offset by a 3.7% decrease in the number of equivalized cases sold, which reduced net sales by $1.7 million. The decrease in volume primarily reflected the comparison against distribution load-ins in the prior-year period. We define an equivalized case as a 288 fluid ounce case. Cost of Goods Sold Three Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Cost of goods sold $ 22,977 $ 22,834 $ 143 0.6 % Cost of goods sold was $23.0 million for the three months ended June 30, 2026 as compared to $22.8 million for the three months ended June 30, 2025. The increase of $0.1 million, or 0.6%, was largely due to unfavorable unit costs of $1.0 million driven by aluminum tariffs. This increase was partially offset by improvements in unit costs related to the Productivity Initiative and decreased volumes which resulted in $0.9 million of lower costs of goods sold. 25 Table of Contents Gross Profit and Gross Margin Three Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Gross profit $ 22,025 $ 21,690 $ 335 1.5 % Gross margin 48.9 % 48.7 % 0.2 % Gross profit was $22.0 million for the three months ended June 30, 2026 as compared to $21.7 million for the three months ended June 30, 2025. The increase in gross profit of $0.3 million, or 1.5%, was primarily attributable to the benefit of pricing actions, partially offset by unfavorable unit costs driven by tariffs. Gross margin for the three months ended June 30, 2026 increased to 48.9% from 48.7% in the prior-year period. The increase was primarily driven by pricing actions, partially offset by unfavorable unit costs driven by tariffs. Selling and Marketing Expenses Three Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Selling and marketing expenses $ 13,062 $ 13,375 $ (313 ) (2.3 )% Selling and marketing expenses were $13.1 million for the three months ended June 30, 2026 as compared to $13.4 million for the three months ended June 30, 2025. Marketing expenses were $5.0 million for the three months ended June 30, 2026 as compared to $4.7 million for the three months ended June 30, 2025, an increase of $0.3 million, or 5.5%. Selling expenses were $8.1 million for the three months ended June 30, 2026 as compared to $8.7 million for the three months ended June 30, 2025, a decrease of $0.6 million, or 6.6%. The increase in marketing expenses of $0.3 million was driven by increased investments to drive brand awareness. The decrease in selling expenses of $0.6 million was primarily due to lower warehousing costs of $0.5 million, driven by benefits realized from the Productivity Initiative and lower inventory levels, reduced repackaging costs of $0.3 million resulting from the automation of certain processes, lower distribution fees of $0.3 million, and lower other direct selling costs of $0.3 million. These decreases were partially offset by higher freight costs of $0.8 million, primarily due to higher fuel rates. 26 Table of Contents General and Administrative Expenses Three Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage General and administrative expenses $ 8,553 $ 8,082 $ 471 5.8 % General and administrative expenses were $8.6 million for the three months ended June 30, 2026 as compared to $8.1 million for the three months ended June 30, 2025. The increase of $0.5 million, or 5.8%, was primarily driven by higher personnel-related costs of $0.3 million due to increased headcount, higher outside services of $0.2 million, higher donated inventory of $0.1 million, and higher information technology and software costs of $0.1 million. These increases were partially offset by a $0.3 million decrease in accrued variable compensation expense. Equity-Based Compensation Expenses Three Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Equity-based compensation expenses $ 2,079 $ 982 $ 1,097 111.7 % Equity-based compensation expenses were $2.1 million for the three months ended June 30, 2026 as compared to $1.0 million for the three months ended June 30, 2025, primarily related to outstanding equity-based awards being recognized over the remaining service periods of the awards. The increase of $1.1 million was primarily attributable to $1.0 million of equity awards granted in connection with the Company's brand endorsement agreement with Cardi B. Restructuring Expenses Three Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Restructuring expenses $ 1,037 $ 31 $ 1,006 3261.0 % Restructuring expenses were $1.0 million for the three months ended June 30, 2026, as compared to less than $0.1 million for the three months ended June 30, 2025. Restructuring expenses in the current-year period primarily consisted of contract termination costs and freight costs incurred to transfer inventory as part of the Company's restructuring plan. Restructuring charges for the three months ended June 30, 2026, would be included within selling and marketing expenses if not presented as a separate line item in the unaudited consolidated statements of operations and comprehensive loss. 27 Table of Contents Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Net Sales Six Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Net sales $ 91,093 $ 82,547 $ 8,546 10.4 % Net sales were $91.1 million for the six months ended June 30, 2026 as compared to $82.5 million for the six months ended June 30, 2025. Equivalized cases sold were 6.9 million during the six months ended June 30, 2026 as compared to 6.5 million during the six months ended June 30, 2025. The increase in net sales was primarily attributable to a 7.3% increase in the number of equivalized cases sold, which resulted in $6.0 million higher net sales and was largely the result of expanded distribution at one customer in the club channel as well as higher volumes in the e-commerce channel. The increase also reflects $1.9 million from pricing actions and a $0.6 million decrease in allowance for incentives and discounts. Cost of Goods Sold Six Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Cost of goods sold $ 46,778 $ 41,822 $ 4,956 11.9 % Cost of goods sold was $46.8 million for the six months ended June 30, 2026 as compared to $41.8 million for the six months ended June 30, 2025. The increase of $5.0 million, or 11.9%, was largely due to increased volumes which resulted in $3.0 million of higher costs of goods sold and unfavorable unit costs of $1.9 million driven by tariffs. The impact of tariffs was partially mitigated by unit cost improvements resulting from the Productivity Initiative. Gross Profit and Gross Margin Six Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Gross profit $ 44,315 $ 40,725 $ 3,590 8.8 % Gross margin 48.6 % 49.3 % (0.7 )% Gross profit was $44.3 million for the six months ended June 30, 2026 as compared to $40.7 million for the six months ended June 30, 2025. The increase in gross profit of $3.6 million, or 8.8%, was primarily due to higher volumes and lower spend on promotional activity, partially offset by unfavorable unit costs. Gross margin for the six months ended June 30, 2026 decreased to 48.6% from 49.3% in the prior-year period. The decrease was primarily due to unfavorable unit costs, partially offset by the benefits of pricing actions and lower promotional activity. 28 Table of Contents Selling and Marketing Expenses Six Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Selling and marketing expenses $ 27,597 $ 28,698 $ (1,101 ) (3.8 )% Selling and marketing expenses were $27.6 million for the six months ended June 30, 2026 as compared to $28.7 million for the six months ended June 30, 2025. Marketing expenses were $10.2 million for the six months ended June 30, 2026 as compared to $10.9 million for the six months ended June 30, 2025, a decrease of $0.7 million, or 6.9%. Selling expenses were $17.4 million for the six months ended June 30, 2026 as compared to $17.8 million for the six months ended June 30, 2025, a decrease of $0.4 million, or 2.0%. The decrease in marketing expenses of $0.7 million was due to the timing of marketing campaigns. The decrease in selling expenses of $0.4 million was primarily due to reduced repackaging costs of $0.7 million resulting from the automation of certain processes, lower warehousing costs of $0.6 million driven by benefits realized from the Productivity Initiative and lower inventory levels, lower distribution fees of $0.5 million, and lower other direct selling costs of $0.3 million. These decreases were partially offset by higher freight costs of $1.7 million, primarily due to higher fuel rates. General and Administrative Expenses Six Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage General and administrative expenses $ 17,619 $ 15,060 $ 2,559 17.0 % General and administrative expenses were $17.6 million for the six months ended June 30, 2026 as compared to $15.1 million for the six months ended June 30, 2025. The increase of $2.6 million, or 17.0%, was primarily driven by $2.4 million of expenses recognized associated with the settlement of litigation. Equity-Based Compensation Expenses Six Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Equity-based compensation expenses $ 2,973 $ 1,713 $ 1,260 73.6 % Equity-based compensation expenses were $3.0 million for the six months ended June 30, 2026 as compared to $1.7 million for the six months ended June 30, 2025, primarily related to outstanding equity-based awards being recognized over the remaining service periods of the awards. The increase of $1.3 million was primarily attributable to $1.0 million of equity awards granted in connection with the Company's brand endorsement agreement with Cardi B. Restructuring Expenses Six Months Ended June 30, Change (in thousands) 2026 2025 Amount Percentage Restructuring expenses $ 1,037 $ 2,169 $ (1,132 ) (52.2 )% Restructuring expenses were $1.0 million for the six months ended June 30, 2026, as compared to $2.2 million for the six months ended June 30, 2025. Restructuring expenses in the current-year period primarily consisted of contract termination costs and freight costs incurred to transfer inventory as part of the Company's restructuring plan. Restructuring charges for the six months ended June 30, 2026, would be included within selling and marketing expenses if not presented as a separate line item in the unaudited consolidated statements of operations and comprehensive loss. The restructuring expenses in the prior period primarily included employee related severance costs. 29 Table of Contents Seasonality Generally, we experience greater demand for our products during the second and third fiscal quarters, which correspond to the warmer months of the year in our major markets. As our business continues to grow, we expect to see continued seasonality effects, with net sales tending to be greater in the second and third quarters of the year. Liquidity and Capital Resources Liquidity and Capital Resources As of June 30, 2026, we had $28.5 million in cash and cash equivalents. We believe that our cash and cash equivalents as of June 30, 2026, together with our operating activities and available borrowings under the Secured Revolving Line of Credit (as defined below), will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments beyond the next 12 months. On August 12, 2025, we and our wholly-owned subsidiary, Zevia LLC, entered into an Equity Distribution Agreement (the “Agreement”) with Piper Sandler & Co. as sales agent (the “Agent”), pursuant to which we may sell from time to time through the Agent, shares of Class A common stock, par value $0.001 (the “Common Stock”), having an aggregate gross sale price of up to $20 million (the “Offering”). Sales of Common Stock, if any, under the Agreement may be made in any transactions that are deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. In addition, with our prior consent and subject to the terms it may establish, the Agent may also sell the Common Stock by any other method permitted by law, including privately negotiated transactions. Under the Agreement, we will pay the Agent a commission equal to 3.0% of the gross sales price of the Common Stock sold in the Offering. The Agent has agreed to use its commercially reasonable efforts to sell the shares of common stock in the Offering, subject to the terms of the Agreement. During the period from August 12, 2025 to June 30, 2026, we elected not to issue shares under this Agreement. Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from sales of our products, and borrowing capacity currently available under our Secured Revolving Line of Credit. Our primary cash needs are for operating expenses, working capital, and capital expenditures to support the growth in our business. Future capital requirements will depend on many factors, including our rate of revenue growth, gross margin and the level of expenditures in all areas of the Company. In future years, we may experience an increase in operating and capital expenditures from time to time, as needed, as we expand business activities. To the extent that existing capital resources and sales growth are not sufficient to fund future activities, we may seek alternative financing through additional equity or debt financing transactions. Additional funds may not be available on terms favorable to us or at all. Also, we will continue to assess our liquidity needs in light of current and future global health emergencies, inflationary pressures, tariffs as well as changes in tariff or U.S. foreign trade policies, relatively high interest rates, volatility in the financial markets, recession fears, financial institution instability, any potential shutdown of the U.S. government, current and future global hostilities, including the ongoing conflicts in the Middle East, and political tensions between the U.S. and China that may continue to disrupt and impact the global and national economies and global financial markets. If any disruption continues into the future, we may not be able to access the financial markets and could experience an inability to access additional capital, which could negatively affect our operations in the future. Failure to raise additional capital, if and when needed, could have a material adverse effect on our financial position, results of operations, and cash flows. The Company is a holding company, and is the sole managing member of Zevia LLC. The Company operates and controls all of the business and affairs of Zevia LLC. Accordingly, the Company is dependent on distributions from Zevia LLC to pay its taxes, its obligations under the TRA and other expenses. Any future credit facilities may impose limitations on the ability of Zevia LLC to pay dividends to the Company. 30 Table of Contents In connection with the IPO and the Reorganization Transactions in July 2021, the Direct Zevia Stockholders and certain continuing members of Zevia LLC received the right to receive future payments pursuant to the TRA. The amount payable under the TRA will be based on an annual calculation of the reduction in our U.S. federal, state and local taxes resulting from the utilization of certain pre-IPO tax attributes and tax benefits resulting from sales and exchanges by continuing members of Zevia LLC. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” included in the prospectus dated July 21, 2021 and filed with the SEC on July 23, 2021. We expect that the payments that we may be required to make under the TRA may be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the TRA, we expect that the reduction in tax payments for us associated with the federal, state and local tax benefits described above would aggregate to approximately $69.6 million through 2041. Under such scenario we would be required to pay the Direct Zevia Stockholders and certain continuing members of Zevia LLC 85% of such amount, or $59.2 million, through 2041. The actual amounts may materially differ from these hypothetical amounts, as potential future reductions in tax payments for us and TRA payments by us will be calculated using prevailing tax rates applicable to us over the life of the TRA and will be dependent on us generating sufficient future taxable income to realize the benefit. We cannot reasonably estimate future annual payments under the TRA given the difficulty in determining those estimates as they are dependent on a number of factors, including the extent of exchanges by continuing Zevia LLC unitholders, the associated fair value of the underlying Zevia LLC units at the time of those exchanges, the tax rates applicable, our future income, and the associated tax benefits that might be realized that would trigger a TRA payment requirement. However, a significant portion of any potential future payments under the TRA is anticipated to be payable over 15 years, consistent with the period over which the associated tax deductions would be realized by us, assuming Zevia LLC generates sufficient income to utilize the deductions. If sufficient income is not generated by Zevia LLC, the associated taxable income of Zevia will be impacted and the associated tax benefits to be realized will be limited, thereby similarly reducing the associated TRA payments to be made. Given the length of time over which payments would be payable, the impact to liquidity in any single year is greatly reduced. Although the timing and extent of future payments could vary significantly under the TRA for the factors discussed above, we anticipate funding payments from the TRA from cash flows generated from operations. Credit Facility 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. On May 15, 2026, the Borrower entered into a First Amendment to the Loan and Security Agreement which extended the maturity date to February 22, 2030. As of June 30, 2026, 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, as amended, 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, as amended, the Borrower must satisfy the following financial covenants: (i) until the Borrower has achieved a fixed charge coverage ratio of at least 1.00 to 1.00 for two consecutive fiscal quarters (or six consecutive months, as applicable), a minimum liquidity requirement of at least $7 million, at all times, and (ii) a minimum fixed charge coverage ratio of 1.00 to 1.00 as of the last day of any 12 month period 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 12 month period thereafter until such time as there are no events of default and availability has been above such threshold for 30 consecutive days. As of June 30, 2026, the Borrower was in compliance with these financial covenants. 31 Table of Contents Cash Flows The following table presents the major components of net cash flows provided by and used in operating, investing and financing activities for the periods indicated. Six Months Ended June 30, (in thousands) 2026 2025 Cash provided by (used in): Operating activities $ 3,950 $ (4,312 ) Investing activities $ (394 ) $ (45 ) Financing activities $ (438 ) $ 5 Net Cash Provided by (Used in) Operating Activities Our cash flows provided by or used in operating activities are primarily influenced by working capital requirements. Net cash provided by operating activities of $4.0 million for the six months ended June 30, 2026 was primarily driven by a net increase in cash related to changes in operating assets and liabilities of $5.6 million and non-cash expenses of $3.6 million primarily related to equity-based compensation and depreciation and amortization expense, partially offset by a net loss of $5.3 million. Changes in cash flows related to operating assets and liabilities were primarily due to a $2.9 million decrease in inventories resulting from inventory management initiatives, decreased accounts receivable of $1.1 million driven by timing of collections, increased accounts payable, accrued expenses, and other current liabilities of $3.2 million due to timing of purchases and inventory production, partially offset by increased prepaid expenses and other assets of $1.2 million driven by timing of payments and decreased operating lease liabilities of $0.4 million. Net cash used in operating activities of $4.3 million for the six months ended June 30, 2025 was primarily driven by a net loss of $7.0 million, partially offset by non-cash expenses of $2.5 million primarily related to equity-based compensation and depreciation and amortization expense, and a net increase in cash related to changes in operating assets and liabilities of $0.2 million. Changes in cash flows related to operating assets and liabilities were primarily due to a decrease in inventories of $2.9 million due to decreased production of inventory as inventory levels are managed, partially offset by an increase in accounts receivable of $2.3 million largely due to the increase in net sales, a net decrease in accounts payable, accrued expenses and other current liabilities of $0.2 million due to timing of purchases and decreased production of inventory. Net Cash Used in Investing Activities Net cash used in investing activities of $0.4 million for the six months ended June 30, 2026 was primarily due to purchases of quality control equipment for use in ongoing operations. Net cash used in investing activities of less than $0.1 million for the six months ended June 30, 2025 was primarily due to purchases of computer equipment and quality control equipment for use in ongoing operations. Net Cash (Used in) Provided by Financing Activities Net cash used in financing activities of $0.4 million for the six months ended June 30, 2026 was primarily due to equity financing costs paid of $0.2 million and payments of debt issuance costs of $0.2 million. Net cash provided by financing activities of less than $0.1 million for the six months ended June 30, 2025 was primarily due to proceeds from the exercise of stock options offset by financing costs paid. 32 Table of Contents Non-GAAP Financial Measures We report our financial results in accordance with U.S. GAAP. However, management believes that Adjusted EBITDA, a non-GAAP financial measure, provides investors with additional useful information in evaluating our operating performance. We calculate Adjusted EBITDA as net loss adjusted to exclude: (1) other income (expense), net, which includes interest (income) expense and foreign currency (gains) losses, (2) (benefit) provision for income taxes, (3) depreciation and amortization, (4) equity-based compensation, (5) restructuring expenses, and (6) certain litigation expenses. Also, Adjusted EBITDA may in the future be adjusted for amounts impacting net income related to the TRA liability and other infrequent and unusual transactions. Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with U.S. GAAP. We believe that Adjusted EBITDA, when taken together with our financial results presented in accordance with U.S. GAAP, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a measure used by management in assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes. Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of the limitations of Adjusted EBITDA include that (1) it does not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures, (3) it does not consider the impact of equity-based compensation expense, including the potential dilutive impact thereof, (4) it does not reflect other non-operating expenses, including interest (income) expense, foreign currency (gains)/losses, and restructuring expenses, and (5) it does not reflect certain litigation expenses that we have determined (a) to arise outside of the ordinary course of business, (b) are not reflective of our ongoing operating activities, and (c) are infrequent or unusual based on considerations which we assess regularly, such as frequency of similar cases that have been brought to date, or that are expected to be brought within two years, the complexity of the case, the nature of the remedies sought, the counterparty involved and overall litigation strategy. In addition, our use of Adjusted EBITDA may not be comparable to similarly-titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net income (loss) and other results stated in accordance with U.S. GAAP. The following table presents a reconciliation of net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, to Adjusted EBITDA for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2026 2025 2026 2025 Net loss and comprehensive loss $ (2,914) $ (651 ) $ (5,277) $ (7,022 ) Other expense (income), net* 14 (382 ) (35 ) (439 ) Provision for income taxes 12 17 50 58 Depreciation and amortization 182 236 351 488 Equity-based compensation 2,079 982 2,973 1,713 Restructuring expenses 1,037 31 1,037 2,169 Certain litigation expenses 113 — 2,363 — Adjusted EBITDA $ 523 $ 233 $ 1,462 $ (3,033 ) * Includes interest (income) expense and foreign currency (gains) losses. Commitments Effective March 2022, the Company entered into an amendment to the lease for its corporate headquarters offices to extend the lease term through December 31, 2023 and expand the total square footage from 17,923 square feet to 20,185 square feet which commenced on May 1, 2022. In January 2023, the Company entered into another amendment to the lease and further extended the lease term through December 31, 2026. In September 2024, the Company entered into a sublease agreement related to 8,468 square feet of its corporate office, which commenced on October 8, 2024 and ends on December 31, 2026. 33 Table of Contents On April 16, 2026, the Company entered into a new lease for its corporate headquarters office with total square footage of 10,045 square feet. The lease has a term of 64 full calendar months commencing on the lease commencement date, which is expected to occur in the fourth quarter of 2026. Total rent obligations under the new lease are expected to be approximately $2.2 million. Our leases generally consist of long-term operating leases, which are payable monthly and relate to our office space. For further discussion on our debt and operating lease commitments as of June 30, 2026, see the sections above including Note 7, Debt, and Note 8, Leases, included in the accompanying unaudited condensed consolidated financial statements of this Quarterly Report. Our inventory purchase commitments are generally short-term in nature and have ordinary commercial terms. We did not have any material long-term inventory purchase commitments as of June 30, 2026. Our contract manufacturers are obligated to fulfill against purchase orders that are aligned with our forecast based on terms and conditions of the contract. Our forecasts provided to our contract manufacturers are short term in nature and at no time extend beyond a year. Other than as discussed above, there have been no material changes to our commitments from those discussed in our Annual Report. We expect to satisfy these commitments through a combination of cash on hand and cash generated from sales of our products. Critical Accounting Policies and Estimates Our accompanying unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report are prepared in accordance with U.S. GAAP. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. There have been no material changes to our critical accounting policies from those discussed in our Annual Report. Recent Accounting Pronouncements Refer to Note 2, Summary of Significant Accounting Policies, included in the accompanying unaudited condensed consolidated financial statements of this Quarterly Report for a discussion of recently issued accounting pronouncements. Emerging Growth Company Status We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may take advantage of these exemptions until we are no longer an “emerging growth company.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the IPO which is December 31, 2026 or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if any of the following events occur: (i) we have more than $1.235 billion in annual revenue, (ii) we have more than $700.0 million in market value of our Class A common stock held by non-affiliates (and we have been a public company for at least 12 months and have filed one annual report on Form 10-K) or (iii) we issue more than $1.0 billion of non-convertible debt securities over a three-year period. 34 Table of Contents