Zevia PBC: Bubble Holdings acquires $15M preferred stock
Bubble Holdings holds the securities directly; GP Cash Management and GP Investments may be deemed indirect beneficial owners of those same holdings.
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Form Type
3
Rhea-AI Filing Summary
Zevia PBC disclosed that Bubble Holdings, LLC acquired 15,000 shares of Series A Senior Convertible Preferred Stock on October 22, 2026, for an aggregate purchase price of $15,000,000. Bubble may acquire an additional 5,000 shares upon satisfaction or waiver of certain closing conditions, with at least three business days' irrevocable notice.
The preferred stock is initially convertible at $1.448 per share. The reported underlying amount is 13,812,154 Class A common shares, and conversion is subject to an aggregate 14,428,844-share cap.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
Bubble Holdings, LLC, GP Cash Management, Ltd., GP Investments, Ltd.
Role
10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Series A Senior Convertible Preferred Stock F2, F3, F1, F4 | -- | -- | -- |
Holdings:
Series A Senior Convertible Preferred Stock — 13,812,154 shares (Direct)
Footnotes (4)
- F1. The Series A Senior Convertible Preferred Stock ("Preferred Stock") of Zevia PBC (the "Issuer") is convertible at the holder's option at any time and has no fixed expiration date. The conversion right is subject to the conversion, redemption and other provisions of the Certificate of Designations.
- F2. Represents 15,000 shares of Preferred Stock acquired by Bubble Holdings, LLC ("Bubble") on October 22, 2026, for an aggregate purchase price of $15,000,000, plus an additional 5,000 shares of Preferred Stock that Bubble may acquire upon the satisfaction or waiver of certain closing conditions with at least three business days' irrevocable notice. Each share of Preferred Stock has an original issuance price of $1,000 and is convertible into shares of the Issuer's Class A common stock, par value $0.001 per share ("Class A Common Stock"), by dividing its Accreted Value by the applicable conversion price, initially $1.448 per share, subject to customary anti-dilution adjustments.
- F3. The reported underlying share amount reflects the initial conversion price, excludes fractional shares and does not include future increases in Accreted Value. Conversion is subject to the aggregate 14,428,844-share conversion cap set forth in the Certificate of Designations.
- F4. The securities are held directly by Bubble. GP Cash Management, Ltd. ("GP Cash") has voting control over Bubble, and GP Investments, Ltd. ("GP Investments") is the sole shareholder of GP Cash. Accordingly, GP Cash and GP Investments may be deemed to beneficially own indirectly the securities held directly by Bubble. The reported securities represent the same holdings and are not separate holdings of each reporting person. Each of GP Cash and GP Investments disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, if any.
Key Figures
Preferred shares acquired: 15,000 shares
Aggregate purchase price: $15,000,000
Additional preferred shares: 5,000 shares
+4 more
7 metrics
Preferred shares acquired
15,000 shares
Acquired by Bubble Holdings on October 22, 2026
Aggregate purchase price
$15,000,000
For 15,000 shares of preferred stock acquired by Bubble Holdings
Additional preferred shares
5,000 shares
May be acquired upon satisfaction or waiver of certain closing conditions
Original issuance price
$1,000 per share
Series A Senior Convertible Preferred Stock
Initial conversion price
$1.448 per share
Subject to customary anti-dilution adjustments
Reported underlying Class A common shares
13,812,154 shares
Reflects the initial conversion price; excludes fractional shares and future increases in Accreted Value
Aggregate conversion cap
14,428,844 shares
Cap on conversion into Class A common stock
Key Terms
Accreted Value, Certificate of Designations, anti-dilution adjustments, conversion cap
4 terms
Accreted Value financial
"dividing its Accreted Value by the applicable conversion price"
Accreted value is the grown-up worth of a security that was issued at a discount — for example a zero-coupon bond or a bond with original issue discount — after interest or discount has been added over time, up to a given date. Think of it like a snowball that started small and accumulates size as it rolls: for investors it shows the true accumulated value and expected payoff, helps compare yields, and determines tax and accounting treatment.
Certificate of Designations technical
"provisions of the Certificate of Designations"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
anti-dilution adjustments technical
"subject to customary anti-dilution adjustments"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
conversion cap financial
"aggregate 14,428,844-share conversion cap"
A conversion cap is a limit written into a convertible security (like a note or SAFE) that fixes the maximum company valuation used when that investment converts into equity, so the investor receives shares as if the company were worth no more than that cap. It matters to investors because it protects early backers from being diluted if the company later raises money at a high valuation, effectively acting like a coupon that guarantees a better share price and a clearer sense of potential ownership and return.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are Zevia's (ZVIA) preferred-stock conversion terms?
Each preferred share has an original issuance price of $1,000 and is convertible into Class A common stock by dividing Accreted Value by the applicable conversion price, initially $1.448 per share, subject to customary anti-dilution adjustments. The reported underlying share amount is 13,812,154 shares; it excludes fractional shares and future increases in Accreted Value. Conversion is subject to an aggregate 14,428,844-share cap.
Do GP Cash Management and GP Investments have separate Zevia (ZVIA) holdings?
No. The securities are held directly by Bubble Holdings, LLC. GP Cash Management has voting control over Bubble, and GP Investments is GP Cash Management's sole shareholder; both may be deemed to beneficially own the same securities indirectly. Each disclaims beneficial ownership except to the extent of its pecuniary interest, if any.
AI-generated analysis. How Rhea-AI works. Not financial advice.
