zvia20260107

zvia20260107_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 7, 2026

ZEVIA PBC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-40630	86-2862492
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15821 Ventura Blvd., Suite 135, Encino, CA		91436
(Address of Principal Executive Offices)		(Zip Code)

(424) 343-2654

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, if Changed Since Last Report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		ZVIA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2026, the Board of Directors (the “Board”) of Zevia PBC (the “Company”), upon the recommendation of the Nominating and Enterprise Risk Management Committee of the Company, appointed Suzanne Ginestro as an independent Class II director of the Company, effective as of January 7, 2026 (the “Effective Date”), to serve until the Company’s 2026 Annual Meeting of Stockholders, when she will be subject to re-election to the Board by a vote of the Company’s stockholders, or until her earlier resignation or removal. Ms. Ginestro has been appointed as a member of the Board’s Compensation Committee.

In connection with Ms. Ginestro’s appointment as a director, she is entitled to receive the standard compensation for service on the Board by the Company’s non-employee directors, as described in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders filed on April 24, 2025.

The Company expects Ms. Ginestro to enter into its standard director and officer indemnification agreement. A copy of the Company’s form of director and officer indemnification agreement was filed as Exhibit 10.4 to the Company’s Amendment No. 1 to Form S-1 Registration Statement filed on July 12, 2021.

There are no arrangements or understandings between Ms. Ginestro and any other persons pursuant to which Ms. Ginestro was selected as a director. There are no transactions, arrangements or relationships between the Company or its subsidiaries, on the one hand, and Ms. Ginestro, on the other hand, which would require disclosure pursuant to Item 404(a) of Regulation S-K.

On January 7, 2026, Justin Shaw, a member of the Board, notified the Company that he will be stepping down from the Board, effective as of February 24, 2026. Mr. Shaw’s decision to resign was not a result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices. The Company and the Board express their appreciation for Mr. Shaw’s long service to the Company and his significant contributions to the Board throughout.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release publicly announcing the appointment of Ms. Ginestro is furnished as Exhibit 99.1 attached hereto.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release of Zevia PBC, dated January 7, 2026

104 Cover Page Interactive Data File (embedded withing the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ZEVIA PBC


Date: January 7, 2026	/s/ Steven M. Staes

	Name:	Steven M. Staes
	Title:	General Counsel and Corporate Secretary

Exhibit 99.1

Zevia Appoints Suzanne Ginestro to Board of Directors

LOS ANGELES – (BUSINESS WIRE) – January 7, 2026 – Zevia PBC (“Zevia”) (NYSE:ZVIA), the Company that provides naturally delicious, zero sugar better-for-you beverages, today announced today the appointment of Suzanne Ginestro, Chief Marketing Officer of Califia Farms, to the Company’s Board of Directors (“Board”), effective immediately. Ginestro will also serve on the Compensation Committee. This appointment further diversifies Zevia’s board bringing more than 25 years of marketing expertise across the food, beverage and wellness industries. Justin Shaw, Operating Partner at La Caisse, will step down from the Board effective on February 24, 2026.

“We are thrilled to welcome Suzanne to our Board,” said Paddy Spence, Chair of the Board of Zevia. “With over 25 years of experience in brand building, product portfolio strategy and consumer engagement across premium, better-for-you, consumer categories, Suzanne is an accomplished executive leader with significant experience driving business strategies that build a runway for long-term growth. Her proven ability to scale brands and drive expansion in competitive markets will be instrumental as we continue to expand and deliver lasting value for our stakeholders.” “We also want to express our appreciation for Justin’s long service to the Company and his contributions to the Board throughout.”

As CMO and a part of a seasoned executive team, Ginestro has led the Califia Farms brand to new heights, resulting in share gains and the highest contributor to growth within the dairy alternatives category. Prior to her role at Califia Farms, Ginestro served as Chief Marketing Officer at Quest Nutrition, where she established robust brand management and innovation capabilities and oversaw digital commerce initiatives. Ginestro played an instrumental role in the Quest business turn-around and led the brand’s expansion into five new product categories, which resulted in multi-year double-digit growth. Previously, as Chief Marketing and Innovation Officer for Campbell Fresh, she managed a $1 billion portfolio, driving growth through innovation and new business models. Her career also encompasses key leadership roles at Pinkberry, Red Bull North America, and Dreyer’s Grand Ice Cream, in addition to impactful board service, demonstrating her broad influence and commitment to industry excellence.

“We look forward to working with Suzanne and believe she will be a tremendous asset to the Board,” said Amy Taylor, Chief Executive Officer and Board member at Zevia. “Suzanne’s background combining strategic and operational leadership, brand stewardship, and high-growth business experience further strengthens board capabilities, and we are confident her guidance will help propel us forward.”

"I am honored to join Zevia’s Board of Directors,” Ginestro said. “I look forward to leveraging my experience in strategic brand-building to help Zevia reach its full growth potential. Throughout my career, I have balanced creative brand vision with disciplined commercial execution, which aligns strongly with Zevia’s strategic vision. I look forward to contributing to the Company’s continued success.”

About Zevia

Zevia PBC, a Delaware public benefit corporation designated as a “Certified B Corporation,” is 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, plant-based ingredients, contain no artificial sweeteners, and are Non-GMO Project verified, gluten-free, Kosher, and vegan. Zevia is distributed in more than 39,000 retail locations in the U.S. and Canada through a diverse network of major retailers in the grocery, drug, warehouse club, mass, natural, convenience and ecommerce channels.

(ZEVIA-F)

Investor Contact

Jean Fontana
Addo Investor Relations
[email protected]

Source: Zevia PBC