Form 8-K

8-K — Zevia PBC

Accession: 0001437749-26-020577

Filed: 2026-06-15

Period: 2026-06-10

CIK: 0001854139

SIC: 2086 (BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — zvia20260613_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_976827.htm)

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0001854139

2026-06-10

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): June 10, 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 145, 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.

(b) Departing Officer

On June 10, 2026, Amy E. Taylor notified Zevia PBC (the “Company”) of her resignation as President and Chief Executive Officer of the Company, effective June 15, 2026. Ms. Taylor is expected to remain in a consultant role with the Company during a transition period of approximately two months and will continue to serve as a Class I director of the Company. As a consultant, Ms. Taylor will receive consulting fees and subsidized COBRA premiums, and thereafter, she will receive standard non-employee director compensation under the Company’s director compensation policy.

The Company and the board of directors (the “Board”) extend their gratitude to Ms. Taylor for her leadership and contributions to the Company as President and Chief Executive Officer.

Effective June 15, 2026 (the “Effective Date”), the Board appointed current director Alexandre I. Ruberti to succeed Ms. Taylor as the Company’s President and Chief Executive Officer. Mr. Ruberti will continue to serve as a Class III director of the Company.

Mr. Ruberti’s biographical information is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026 under “Corporate Governance—Class III Directors Continuing in Office,” and such information is incorporated herein by reference.

In connection with Mr. Ruberti’s appointment as President and Chief Executive Officer, the Company entered into an offer letter with Mr. Ruberti, effective as of the Effective Date (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Ruberti will receive an annual base salary of $638,000 and will be eligible to earn discretionary, merit-based compensation of 100% of base salary. In addition, he will receive (i) an initial long-term incentive award for 2026, consisting of $1,440,000 worth of restricted stock units that vest ratably over four years and $360,000 worth of target performance stock units that are subject to the Company’s net sales performance over a three-year performance period ending December 31, 2028, (ii) beginning in 2027, target annual long-term incentive awards having an aggregate value of $1,800,000, and (iii) a relocation allowance of $50,000.

In addition, Mr. Ruberti entered into the Company’s standard severance agreement (the “Severance Agreement”), which provides for severance benefits in the event Mr. Ruberti is terminated by the Company without Cause (as defined in the Severance Agreement) or resigns for Good Reason (as defined in the Severance Agreement) (each a “Qualifying Termination”). Subject to execution of a release of claims in favor of the Company, upon a Qualifying Termination, Mr. Ruberti will be eligible to receive the following severance benefits: (i) 12 months of base salary payable in installments (or, if the Qualifying Termination occurs within 18 months following a change in control of the Company, a lump sum payment equal to the sum of Mr. Ruberti’s annual base salary and target annual bonus), (ii) partially subsidized COBRA premiums for the 12-month period following termination, and (iii) any earned but unpaid annual bonus for the year prior to the year of termination payable at the time bonuses are paid to other executives.

Mr. Ruberti has also entered into the Company’s employment, confidential information, and invention assignment agreement, which includes customary confidentiality, non-disclosure, employee non-solicitation and invention assignment covenants, and the Company’s mutual arbitration agreement.

There is no arrangement or understanding between Mr. Ruberti and any other person pursuant to which he was appointed as an officer of the Company; there is no family relationship between Mr. Ruberti and any of the Company’s directors or other executive officers; and Mr. Ruberti is not a party to any transactions of the type that would require disclosure under Item 404(a) of Regulation S-K.

The full texts of the Offer Letter and the Severance Agreement will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026.

Item 7.01 Regulation FD Disclosure.

On June 15, 2026, the Company issued a press release announcing the appointment of Mr. Ruberti as President and Chief Executive Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K.

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

Zevia PBC Press Release, dated June 15, 2026

104

Cover Page Interactive Data File (embedded within 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: June 15, 2026

/s/ STEVEN M. STAES

Name: Steven M. Staes

Title: General Counsel and VP People

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_976827.htm · Sequence: 2

ex_976827.htm

Exhibit 99.1

Alexandre Ruberti, Seasoned Beverage Executive and Zevia Board Member, Appointed Chief Executive Officer

Zevia Revises Second Quarter 2026 Outlook

Now Expects Net Sales at the High End of Previous Guidance and Adjusted EBITDA at or above the Company’s Prior Range

LOS ANGELES – (BUSINESS WIRE) – June 15, 2026 – Zevia PBC (“Zevia”) (NYSE:ZVIA), the Company that provides naturally delicious, zero sugar better-for-you beverages, today announced that its Board of Directors has appointed Alexandre Ruberti, a seasoned beverage executive and Zevia board member, as the company’s President and Chief Executive Officer, effective immediately. He will also remain a member of Zevia’s Board of Directors. Amy Taylor has resigned as President and Chief Executive Officer, effective immediately, to assume the role of Chief Executive Officer of NWSL’s Angel City Football Club. Ms. Taylor will continue to serve as a member of Zevia’s Board of Directors and work closely with Mr. Ruberti through August 7, 2026, to facilitate a seamless transition.

“We are delighted to appoint Alexandre as our next Chief Executive Officer,” said Andy Ruben, Chair of the Board. “Alexandre combines deep industry expertise with a proven ability to build exceptional teams, execute strategy, and scale businesses for long-term success. His familiarity with Zevia, coupled with his leadership experience and strategic perspective, make him uniquely qualified to lead the Company into its next chapter. The Board is confident that he will build on our strong foundation and drive continued growth, innovation, and value creation for all stakeholders.”

Alexandre Ruberti joined the Zevia board of directors in August 2024. He brings more than 25 years of leadership experience in consumer-packaged goods, primarily within the beverage industry across the Americas. His prior experience includes Chief Executive Officer of Future Farm, a plant-based food and beverage company. Prior to this, he spent 16 years at Red Bull in senior leadership roles, including President of Red Bull Distribution Company and Chief Commercial Officer of Red Bull North America, where he led distribution expansion and strengthened commercial performance, and drove sustained growth and improved profitability. Earlier in his career, he held sales, marketing and distribution leadership roles at Coca-Cola bottlers. He has held key leadership roles in successful small and mid-sized growth companies and has served on boards of both private and publicly traded companies including Celsius Holdings, Inc. and ZICO Rising, providing him with a comprehensive and broad perspective as well as an execution-oriented playbook to deliver future growth.”

“I am honored to step into the role of CEO,” said Alexandre Ruberti. “Zevia has reached a clear inflection point and established a strong foundation for accelerated growth and profitability. The focus now shifts from rebuilding to accelerating execution and capturing the full potential of the brand. Having served on the board, I have gained deep knowledge of the business and have strong conviction in our strategy, leadership team, and growth trajectory. I look forward to working closely with the team to build on this momentum and drive sustained long-term value creation for all stakeholders.”

“I’m incredibly proud of the team we’ve built and the transformation that we have achieved,” said Amy Taylor, President and Chief Executive Officer at Zevia. “I have known Alexandre for nearly 15 years and believe he is the ideal choice to lead Zevia into its next phase of growth as a trusted leader, proven operator, and results-driven executive of exceptional integrity. I look forward to continuing to serve on the Board of Directors and supporting Alexandre and the leadership team through this transition period.”

Revised Second Quarter Guidance

The Company now expects second quarter 2026 net sales to be at the high end of its previous guidance range and Adjusted EBITDA to be at or above its prior outlook. Zevia plans to report its second quarter earnings results on August 5, 2026.

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 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

zevia@addo.com

Source: Zevia PBC

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