Zevia PBC-A 2024年度报告

ANNUAL REPORT TO STOCKHOLDERS UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 (Exact Name of Registrant as Specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)ZVIA shareSecurities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YESNO Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YESNOIndicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. YESNOIndicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YESNOIndicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filerNon-accelerated filerEmerging 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect thecorrection of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo As of June 30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates (treating directors, executive officers and beneficial owners of 10% or more of the Registrant’s common stock outstanding asof that date, for this purpose, as affiliates) was approximately $32.4 million (based on the closing sales price of the Registrant’s Class A common stock on the New YorkStock Exchange on that date). This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 15, 2025 there were 61,957,461 shares and 11,551,235 shares of the Registrant’s Class A and Class B common stock outstanding, respectively, $0.001 parvalue per share. DOCUMENTS INCORPORATED BY REFERENCEs definitive proxy statement for use in connection with its 2025 Annual Meeting of Stockholders, which is to be filed no later than 120 days after Portions of the Registrant’December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K. Table of Contents PART I BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Reserved34Management’s Discussion and Analysis of Financial Condition and Results of Operations35Quantitative and Qualitative Disclosures About Market Risk45Financial Statements and Supplementary Data46Changes in and Disagreements With Accountants on Accounting and Financial Disclosure64Controls and Procedures65Other Information66Disclosure Regarding Foreign Jurisdictions that Prevent Inspections66 Item 5.Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. PART III