The deferred $5M tranche creates a clear incentive for Zevia to meet the 2026 net sales ($172.5M) and Adjusted EBITDA (-$3M) targets. Monitor Zevia's Q4 2026 and full-year results for progress against these thresholds, as well as any early closing election by Bubble. The board designation right and standstill suggest a cooperative rather than confrontational activist posture, but the protective provisions give Bubble significant blocking power over major transactions.
Price Chart
Executive Summary
Bubble Holdings, LLC (affiliated with GP Investments) filed a Schedule 13D disclosing beneficial ownership of 13,812,154 shares of Zevia Class A common stock, representing 16.1% of the class, acquired via a $20 million Series A Preferred Stock investment. The filing includes a board designation right, standstill provisions, and a deferred $5 million tranche contingent on Zevia achieving 2026 net sales of at least $172.5 million and Adjusted EBITDA of at least negative $3 million.
Key Financial Metrics
Key Facts
- Bubble Holdings, GP Cash Management, and GP Investments filed jointly as Reporting Persons, each deemed to beneficially own 13,812,154 Class A shares (16.1% of class).
- Stake acquired via purchase of 20,000 Series A Preferred shares at $1,000/share: 15,000 shares ($15M) at initial closing on Oct 22, 2026, plus 5,000 shares ($5M) subject to deferred closing conditions.
- Deferred $5M tranche conditioned on Zevia achieving 2026 net sales >= $172.5M and Adjusted EBITDA >= negative $3M; Bubble may waive conditions or elect early closing.
- Bubble has the right to designate one board director while holding at least 10,000 preferred shares or 8% of common stock on an as-converted basis.
- Preferred shares accrue 6% cumulative annual dividends (compounded quarterly), convertible into Class A shares at $1.448 per share, subject to anti-dilution and a 14,428,844-share conversion cap.
- Standstill restrictions apply while Bubble holds at least 5%: no additional acquisitions, takeover proposals, proxy solicitations, or efforts to control the issuer.
- Preferred shares and underlying common shares subject to 12-month transfer restriction and right of first offer in favor of Zevia.
- Issuer can force conversion after third anniversary if Class A shares trade at >=150% of conversion price for 20 of 30 consecutive trading days.
- Bubble has redemption rights after fourth anniversary or upon certain fundamental changes, at the greater of Accreted Value or 1.5x original issuance price.
- Protective provisions require preferred holder approval for certain significant corporate actions while Bubble holds >=50% of preferred shares or 8% of common stock on an as-converted basis.
Financial Impact
$20M total investment ($15M closed, $5M deferred); 16.1% beneficial ownership of Class A common stock on an as-converted basis; 6% annual cumulative PIK dividend on preferred shares.
Risk Factors
- If Zevia fails to meet the 2026 financial targets, the deferred $5M may not close, reducing available capital.
- The 14.4M-share conversion cap limits dilution but also caps Bubble's upside from conversion.
- Standstill and proportional voting restrictions limit Bubble's ability to force near-term strategic changes despite its 16.1% stake.
- Issuer's forced conversion right after year three could dilute Bubble if stock price appreciates significantly.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D Filing (Primary) | 0002162656-26-000001 |
| Document: 0002162656-26-000001-index-headers.html | 0002162656-26-000001 |
| Document: 0002162656-26-000001-index.html | 0002162656-26-000001 |
| Document: 0002162656-26-000001.txt | 0002162656-26-000001 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 29, 2026 2d ago | SC 13D | $1.24 | awaiting T+20 | awaiting T+20 | $1.19 (−4.03%) |
Oct 23, 2026 9d ago | 8-K | $1.28 | awaiting T+20 | awaiting T+20 | $1.19 (−7.03%) |
Jun 15, 2026 19w ago | 8-K | $1.27 $1.72 | ▲ +35.43% | ▲ +36.18% | $1.19 (−6.30%) |
May 6, 2026 25w ago | 8-K | $1.30 $1.37 | ▲ +5.38% | ▲ +2.25% | $1.19 (−8.46%) |
Feb 25, 2026 35w ago | 8-K | $1.35 $1.17 | ▼ −13.33% | ▼ −6.92% | $1.19 (−11.85%) |
US Market Status
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