Item 1.01 Entry into Material Definitive Agreement.
On May 15, 2026, Zevia LLC (the "Company"), a direct subsidiary of Zevia PBC, entered into a First Amendment to Loan and Security Agreement (the "First Amendment"), by and among the Company, as borrower, the lenders party thereto and Bank of America, N.A., as agent (the "Agent") and as sole lead arranger and sole bookrunner. The First Amendment amends that certain Loan and Security Agreement, dated as of February 22, 2022 (the "Secured Revolving Line of Credit"), by and among the Company, the lenders from time to time party thereto and the Agent.
The First Amendment provides for, among other things, (i) an extension to the maturity date of the Secured Revolving Line of Credit to February 22, 2030, (ii) a reduction of the credit spread adjustment applicable to the Term Secured Overnight Financing Rate margin to 0.10% and (iii) certain changes to applicable financial covenants.
Under the Secured Revolving Line of Credit, the Company must satisfy the following financial covenants: (i) until the Company has achieved a fixed charge coverage ratio of at least 1.00 to 1.00 for two consecutive fiscal quarters (or six consecutive months, as applicable), a minimum liquidity requirement of at least $7,000,000, at all times, and (ii) a minimum fixed charge coverage ratio of 1.00 to 1.00 as of the last day of any 12 month period following the occurrence of certain events of default that are continuing or any day on which availability under the Secured Revolving Line of Credit is less than the greater of $3 million and 17.5% of the borrowing base, and must again satisfy such financial covenant as of the last day of each 12 month period thereafter until such time as there are no events of default and availability has been above such threshold for 30 consecutive days.
The foregoing description of the First Amendment is only a summary and is qualified in its entirety by reference to the full text of the First Amendment, which will be filed as an exhibit to Zevia PBC's Form 10-Q for the quarterly period ended June 30, 2026.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
1