Zevia PBC (NYSE: ZVIA) announced on October 22, 2026, that it has entered into a definitive agreement with Bubble Holdings, LLC, an affiliate of GP Investments Ltd., to issue Series A Senior Convertible Preferred Stock. The transaction provides Zevia with up to $20.0 million in gross proceeds, structured as a two-part closing.
Under the agreement, Zevia issued 15,000 shares of the preferred stock to the Purchaser for an aggregate purchase price of $15.0 million on the Effective Date. The remaining 5,000 shares, valued at $5.0 million, are subject to a Deferred Closing. This second tranche will occur no later than five business days after Zevia files its Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
The Deferred Closing is contingent upon the Purchaser waiving specific conditions, including that Zevia’s net sales for 2026 be at least $172.5 million and that its Adjusted EBITDA be no less than negative $3.0 million.
The Series A Preferred Stock carries a 6% annual dividend, which will accrue daily and compound quarterly. The shares are convertible into Class A Common Stock at an initial conversion price of $1.448 per share, subject to customary anti-dilution adjustments. The preferred stock ranks senior to common stock regarding dividend rights and liquidation preferences.
As part of the agreement, GP Investments will designate one individual to the Zevia Board of Directors, provided the Purchaser maintains at least 10,000 shares of preferred stock or 8% of the Company’s outstanding common stock. The Purchaser is also granted voting rights limited to 20% of outstanding common stock and is subject to standard standstill restrictions.
Zevia stated that it intends to use the net proceeds to fund key strategic priorities and general corporate purposes. The company also provided preliminary results for the third quarter of 2026, expecting net sales of approximately $48 million and Adjusted EBITDA between negative $900,000 and negative $1.0 million.
