{"filing":{"accession_number":"0001437749-26-033400","cik":"0001854139","ticker":"ZVIA","company_name":"Zevia PBC","form":"8-K","filing_date":"2026-10-23","report_date":"2026-10-22","primary_document":"zvia20261022_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1854139/000143774926033400/zvia20261022_8k.htm"},"events":[{"id":37557,"run_id":34611,"accession_number":"0001437749-26-033400","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"Zevia entered into a Securities Purchase Agreement with GP Investments to issue $20 million of Series A Senior Convertible Preferred Stock (15,000 shares at closing, 5,000 shares deferred), convertible into Class A Common Stock at 120% of the 10-day VWAP, subject to a 19.99% conversion cap. The transaction was structured as a private placement under Section 4(a)(2) and Regulation D Rule 506, and the company explicitly acknowledged the dilutive effect on existing shareholders upon conversion.","company_name":"Zevia PBC","ticker":"ZVIA","filing_date":"2026-10-23","form":"8-K","submitted_at":null,"items":[{"id":42307,"accession_number":"0001437749-26-033400","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Zevia entered into a Securities Purchase Agreement to issue 20,000 shares of Series A Senior Convertible Preferred Stock for $20 million to GP Investments, with 15,000 shares issued at closing and 5,000 shares deferred. The preferred stock is convertible into Class A Common Stock at an initial conversion price of $1.448 per share, subject to a conversion cap of 19.99% of outstanding common stock. This is a material private placement of convertible equity securities that will dilute existing shareholders upon conversion, particularly given the significant ownership stake (8%+ threshold for board designation rights) and the explicit acknowledgment in forward-looking statements of \"dilutive effect on our stockholders upon the conversion of the convertible preferred stock.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42308,"accession_number":"0001437749-26-033400","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Zevia issued 15,000 shares of Series A Preferred Stock (with an additional 5,000 shares to follow at deferred closing) to GP Investments for $20 million aggregate consideration. The preferred stock is convertible into Class A Common Stock at 120% of a 10-day VWAP, and the issuance was made in reliance on Section 4(a)(2) and Regulation D Rule 506 — classic private placement exemptions. This is a material dilutive equity issuance that strengthens the balance sheet but dilutes existing shareholders upon conversion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42309,"accession_number":"0001437749-26-033400","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Zevia entered into a definitive agreement to issue $20 million of Series A Senior Convertible Preferred Stock to GP Investments, convertible into Class A Common Stock at 120% of the 10-day VWAP. The press release explicitly notes \"the dilutive effect on our stockholders upon the conversion of the convertible preferred stock instrument\" as a forward-looking risk. This is a material dilutive equity issuance that raises capital through convertible preferred stock, a common structure for growth equity investments at public companies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42310,"accession_number":"0001437749-26-033400","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Zevia filed a Certificate of Designations creating Series A Preferred Stock and entered into a definitive agreement to issue $20 million of convertible preferred stock to GP Investments. The press release confirms this is a growth equity investment structured as \"Series A Senior Convertible Preferred Stock, convertible into Class A Common Stock,\" which constitutes a dilutive equity issuance. The transaction materially affects shareholder value through dilution upon conversion and introduces a new strategic investor with board representation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42311,"accession_number":"0001437749-26-033400","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Zevia announced a $20 million growth equity investment structured as Series A Senior Convertible Preferred Stock convertible into Class A Common Stock at 120% of the 10-day VWAP. This is a dilutive equity issuance that will result in shareholder dilution upon conversion. While the filing emphasizes strategic benefits and operational expertise from GP Investments, the core transaction is the issuance of convertible preferred stock—a form of dilutive equity financing. The forward-looking statements explicitly acknowledge \"the dilutive effect on our stockholders upon the conversion of the convertible preferred stock instrument,\" confirming the dilutive nature of this capital raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":42307,"accession_number":"0001437749-26-033400","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Zevia entered into a Securities Purchase Agreement to issue 20,000 shares of Series A Senior Convertible Preferred Stock for $20 million to GP Investments, with 15,000 shares issued at closing and 5,000 shares deferred. The preferred stock is convertible into Class A Common Stock at an initial conversion price of $1.448 per share, subject to a conversion cap of 19.99% of outstanding common stock. This is a material private placement of convertible equity securities that will dilute existing shareholders upon conversion, particularly given the significant ownership stake (8%+ threshold for board designation rights) and the explicit acknowledgment in forward-looking statements of \"dilutive effect on our stockholders upon the conversion of the convertible preferred stock.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"Zevia PBC","ticker":"ZVIA","filing_date":"2026-10-23"},{"id":42308,"accession_number":"0001437749-26-033400","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Zevia issued 15,000 shares of Series A Preferred Stock (with an additional 5,000 shares to follow at deferred closing) to GP Investments for $20 million aggregate consideration. The preferred stock is convertible into Class A Common Stock at 120% of a 10-day VWAP, and the issuance was made in reliance on Section 4(a)(2) and Regulation D Rule 506 — classic private placement exemptions. This is a material dilutive equity issuance that strengthens the balance sheet but dilutes existing shareholders upon conversion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"Zevia PBC","ticker":"ZVIA","filing_date":"2026-10-23"},{"id":42309,"accession_number":"0001437749-26-033400","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Zevia entered into a definitive agreement to issue $20 million of Series A Senior Convertible Preferred Stock to GP Investments, convertible into Class A Common Stock at 120% of the 10-day VWAP. The press release explicitly notes \"the dilutive effect on our stockholders upon the conversion of the convertible preferred stock instrument\" as a forward-looking risk. This is a material dilutive equity issuance that raises capital through convertible preferred stock, a common structure for growth equity investments at public companies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"Zevia PBC","ticker":"ZVIA","filing_date":"2026-10-23"},{"id":42310,"accession_number":"0001437749-26-033400","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Zevia filed a Certificate of Designations creating Series A Preferred Stock and entered into a definitive agreement to issue $20 million of convertible preferred stock to GP Investments. The press release confirms this is a growth equity investment structured as \"Series A Senior Convertible Preferred Stock, convertible into Class A Common Stock,\" which constitutes a dilutive equity issuance. The transaction materially affects shareholder value through dilution upon conversion and introduces a new strategic investor with board representation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"Zevia PBC","ticker":"ZVIA","filing_date":"2026-10-23"},{"id":42311,"accession_number":"0001437749-26-033400","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Zevia announced a $20 million growth equity investment structured as Series A Senior Convertible Preferred Stock convertible into Class A Common Stock at 120% of the 10-day VWAP. This is a dilutive equity issuance that will result in shareholder dilution upon conversion. While the filing emphasizes strategic benefits and operational expertise from GP Investments, the core transaction is the issuance of convertible preferred stock—a form of dilutive equity financing. The forward-looking statements explicitly acknowledge \"the dilutive effect on our stockholders upon the conversion of the convertible preferred stock instrument,\" confirming the dilutive nature of this capital raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T19:28:49.460706+00:00","company_name":"Zevia PBC","ticker":"ZVIA","filing_date":"2026-10-23"}]}