Kanen Wealth Management calls for sale of Zevia to Maximize shareholder value

To the Board of Directors of Zevia PBC (NYSE: ZVIA):

COCONUT CREEK, Fla., Aug. 14, 2026 (GLOBE NEWSWIRE) -- Kanen Wealth Management LLC, as owner of approximately 4% of the Company’s outstanding shares, urges the Board to immediately initiate and publicly announce a formal review of strategic alternatives, including a sale of the Company. The Board should establish an independent Special Committee and retain a qualified financial advisor to conduct a good-faith process with credible bidders. In our view, Zevia is worth $2.75 to $3.75 per share in a sale — more than double the current price at the midpoint — even after fully deducting the Company's Tax Receivable Agreement liability.¹

We believe Zevia possesses genuinely valuable assets: nearly two decades of brand equity, national distribution across approximately 39,000 doors, and first-mover credibility in naturally sweetened, zero-sugar soda. However, we believe the Board and management team have failed to capitalize on the largest shift the soda aisle has seen in a generation. After four years of evidence, we no longer believe the current Board and management team will be able to deliver for shareholders.

The Incumbent Missed the Category It Helped Create

Zevia played a role in the development of modern soda, but two other brands that were not in national distribution at the time of its IPO now lead the category. The category grew 83% in a single year to $1.8 billion, and its buyer base doubled to 44 million households.² Zevia's net sales declined 6.8% in that same year. Over the three years ended November 2024, it ranked third at roughly 12% dollar share, against Poppi at 38% and Olipop at 33%.² Acquirers have shown what a leading position in this category is worth, but this Board has given shareholders no reason to believe it can capture that value on its own.

What a Sale Is Potentially Worth

PepsiCo acquired Poppi in March 2025 for $1.95 billion, approximately 3.9x sales. Olipop was valued at $1.85 billion in its February 2025 financing on a comparable revenue base. Zevia’s enterprise value is approximately $100 million, or roughly 0.6x forward net sales, which is approximately one-seventh the multiple strategic and private capital has paid for its younger competitors.³

At 1.5x to 2.0x forward net sales — less than half the multiple paid for Poppi — and after fully deducting the $59.2 million from its Tax Receivable Agreement on a change of control, we arrive at the $2.75 to $3.75 per share. ^¹ We regard that deduction as conservative; the figure is undiscounted through 2041 and assumes taxable income the Company has never earned. We believe the discount to peer transactions reflects the execution record. A scaled acquirer could potentially narrow the gap on day one by: 1) absorbing warehousing and freight burden that consumes a majority of Zevia’s selling and marketing line, 2) eliminating several million dollars of annual public company cost, and 3) already owning the single-serve, channel and in-store infrastructure Zevia proposes to build over the next eighteen months at shareholder’s expense.

Four Years, $225 Million, and a Smaller Business

Between 2022 and 2025, Zevia spent $225 million on selling and marketing, especially in warehousing, freight, and distribution cost that a scaled acquirer’s network largely absorbs, and added 7,000 doors. Even with this incremental spend, net sales decreased, volume per store fell significantly, and household penetration stayed flat at roughly 5%, while the modern soda buyer base doubled to 44 million households.⁴ The Company still has no meaningful position in single-serve — management itself sized the foregone opportunity at approximately $80 million — and identifies e-commerce, club, mass, foodservice and value as underpenetrated channels.⁵ Management has characterized the past several years as a 'rebuilding' period; shareholders paid for that rebuild and the category was won by others in the meantime.⁵ Each of these opportunities was available for four years. An execution-focused management team and Board would have captured these opportunities by now. Shareholders should not be asked to fund a fifth year of attempts, particularly when every one of these gaps represents a capability that a strategic acquirer already owns.

Is the Board Doing Its Job?

On June 10, 2026, Amy Taylor notified the Board of her resignation as chief executive to become CEO of Angel City Football Club. The Company's offer letter to her successor, dated that same day, sent to his personal email address, and signed by the Chairman of the Board, appears fully negotiated and asks Alexandre Ruberti to sign 'if the current CEO resigns.' The Board plainly had advance notice of Ms. Taylor's departure, in our view.⁶ June 10, 2026 was also the date of the Company's annual meeting: shareholders re-elected directors that morning with no knowledge that a CEO transition was already fully papered and learned of it only in a Form 8-K filed five days later, after the vote. Mr. Ruberti was the Board's own Compensation Committee Chair and a longtime Red Bull colleague whom Ms. Taylor has, by her own account, known for nearly fifteen years. No external search was disclosed. We take no position on Mr. Ruberti’s fitness for the role; he may prove an excellent chief executive. Our objection is to a process that, per the Company's own documents, was resolved no later than the day Ms. Taylor gave notice, from inside the room, with no disclosed consideration of any outside candidate. In our view, this is the latest example of the Board’s judgment: after presiding over four years of value destruction, it made one of its most consequential decisions without conducting a proper process.

Compensation shows the same posture. Every non-employee director compensated under the Company's director pay policy who served throughout 2025 received more than $170,000, despite the Company posting a loss for the year.⁷ These decisions raise a question shareholders are entitled to ask: does this Company exist to forge the enduring profitable business its charter promises — for its owners and the employees that mission claims to serve — or to sustain the compensation of the few who run it?

The Board’s Fiduciary Duty

The Board’s responsibility is to maximize shareholder value through independent and objective judgment. The modern soda category delivered extraordinary growth and Zevia did not participate in it. After four years and hundreds of millions of dollars spent, the result is a smaller business. The Company’s most consequential leadership decision in five years was resolved in a day, from inside the boardroom, with no disclosed consideration of alternative candidates.

In our view, the Company has had years and ample capital to close this gap and has not done so. The same leadership and the same board, pursuing another version of the same plan, are unlikely to produce a different result. The value is real, but we believe it will be realized through a sale, not through more time. A public, disciplined exploration of strategic alternatives is the most direct path to accountability and value realization.

We expect the Board to act decisively.

Sincerely,

David Kanen
President
Kanen Wealth Management, LLC.

dkanen@kanenadvisory.com

Notes and Sources

¹ Based on 77,345,401 shares outstanding as of July 31, 2026 (72,136,516 Class A and 5,208,885 Class B), plus 7,053,996 unvested restricted stock units and 772,011 performance stock units outstanding as of June 30, 2026, for approximately 85.2 million shares on a full-value basis; $28.5 million of cash and no outstanding debt as of June 30, 2026; the Company's 2026 net sales guidance of $170–175 million; and full deduction of the $59.2 million Tax Receivable Agreement liability disclosed as of June 30, 2026. Premium calculated against the closing price of $1.35 on 8/12/2026. KWM estimates. These are forward-looking estimates based on our internal analysis and the assumptions outlined herein. They are hypothetical in nature, not guarantees of future results, and are subject to significant risks and uncertainties, including market conditions, Zevia's financial performance, and the outcome of any potential strategic review. Actual results may differ materially. Investing involves risk, including the potential loss of principal.

² Circana, "Modern Soda’s Moment," Spotlight report, May 2025. Modern soda category dollar sales of $983 million (2023) and $1.8 billion (2024), growth of 83%; annual buyer base of 21 million households (2022), 30 million (2023) and 44 million (2024); spend per buyer up 62% and trips per buyer up 50% over the same period. Brand dollar share, three years ending November 2024: Poppi 38.0%, Olipop 32.7%, Zevia 12.1%, Jarritos 10.3%, all other 6.9%. Zevia net sales declined 6.8% in fiscal 2024 per Company filings. Past performance is not indicative of future results.

³ This comparison is for illustrative purposes only and does not account for all differences in business models, growth rates, market conditions, or other factors that could impact valuation. Past performance of other companies is not indicative of Zevia's future results.

⁴ Company filings, (e.g. 10-K, 10-Q). Selling and marketing expense of $224.7 million cumulative, 2022–2025. Per Company disclosure, selling expense — which includes warehousing, repackaging, freight and related distribution costs — has consistently represented the larger component (e.g., $8.1 million selling versus $5.0 million marketing in Q2 2026; $9.3 million versus $5.2 million in Q1 2026). Net sales of $163.2 million (2022) versus $161.3 million (2025). Volume of 13.6 million cases (2022) versus 12.7 million (2025). Stores selling Zevia of approximately 32,000 (2022) versus 39,000 (2025); volume per store indexed to 2022 declined 23%. Cumulative Adjusted EBITDA losses across 2022 through 2025 at approximately at $58.5 million. Household penetration of 5.3% for the twelve months ended June 14, 2026, unchanged year-over-year, per Numerator Shopper Metrics data presented in the Company's Q2 2026 earnings presentation (August 5, 2026).

⁵ Zevia PBC second quarter 2026 earnings conference call, August 5, 2026. Management sized the single-serve opportunity at approximately $80 million at share parity with its multipack business and identified e-commerce, club, mass, foodservice and value as underpenetrated channels.

⁶ Offer letter dated June 10, 2026, and Form 8-K filed June 15, 2026. Terms include a $638,000 base salary, target bonus of 100% of salary, $1,440,000 of restricted stock units and $360,000 of target performance stock units for 2026, a $50,000 relocation allowance, twelve-month severance, and annual long-term incentive awards targeted at $1,800,000 beginning in 2027. The performance stock units are measured on net sales.

⁷ Definitive proxy statement filed April 23, 2026. Fiscal 2025 non-employee director compensation: Ruben $187,500; Ruehl $187,500; Lee $180,000; Spence $180,000; Ruberti $170,265; $905,265 in total for these five directors ($941,515 including partial-year fees paid to a director who resigned in June 2025), for a board that met six times. Fiscal 2025 Adjusted EBITDA loss of $4.7 million and net loss of $11.2 million.