GP Investments-affiliated entities filed a Schedule 13D with the SEC disclosing a collective 16.1% beneficial ownership position in Zevia PBC Class A common stock, arising from a Securities Purchase Agreement dated October 22, 2026 under which Bubble Holdings, LLC agreed to invest up to $20 million in Series A Preferred Stock.

Key Highlights

  • Beneficial ownership: Bubble Holdings, LLC, GP Cash Management, Ltd., and GP Investments, Ltd. each report shared beneficial ownership of 13,812,154 shares of Class A common stock, representing 16.1% of the class.
  • Investment size: According to the filing, the aggregate purchase price for the reported Class A shares is approximately $20 million, of which $15 million was received by Zevia at the initial closing and $5 million is subject to deferred closing conditions.
  • Preferred stock terms: Each Series A preferred share carries an original issuance price of $1,000 and is convertible into Class A shares at an initial conversion price of $1.448 per share, subject to an aggregate cap of 14,428,844 shares.
  • Deferred closing conditions: The additional $5 million investment is conditioned on Zevia achieving 2026 net sales of at least $172.5 million and Adjusted EBITDA of at least negative $3 million, among other customary conditions.
  • Board seat: While Bubble and its affiliates hold at least 10,000 preferred shares or 8% of the issuer's common stock on an as-converted basis, Bubble may designate one director; the board was increased to eight directors at the initial closing.
  • Dividends: The preferred shares accrue 6% cumulative annual dividends, compounded quarterly, payable in cash or as PIK dividends added to the Accreted Value.
  • Transfer and standstill restrictions: The preferred shares and underlying common shares are subject to a 12-month transfer restriction, and Bubble is subject to standstill provisions while it holds at least 5% of the issuer's common stock.

GP Investments Entities Disclose Zevia PBC Preferred Stock Investment and Ownership Structure

The Schedule 13D, filed in connection with an event dated October 22, 2026, identifies three reporting persons: Bubble Holdings, LLC (a Delaware limited liability company), GP Cash Management, Ltd. (organized in the Bahamas), and GP Investments, Ltd. (organized in Bermuda). According to the filing, GP Investments is the sole shareholder of GP Cash Management, and GP Cash Management has voting control over Bubble Holdings. The filing also identifies Fersen Lambranho and Antonio Bonchristiano as covered persons who share voting control over the controlling shareholder of GP Investments.

The filing discloses that the source of funds for the acquisitions was working capital of Bubble Holdings. Under the October 22, 2026 Securities Purchase Agreement, Bubble Holdings agreed to purchase 15,000 Series A preferred shares for $15 million at the initial closing, with a potential additional 5,000 shares for $5 million at a deferred closing. The filing states that Bubble may waive the financial conditions for the deferred closing or elect to close early, in which case those conditions are automatically waived. Each reporting person reports zero sole voting power and zero sole dispositive power, with 13,812,154 shares held under shared voting and shared dispositive power.

The filing describes several governance and economic features of the preferred stock. From the third anniversary of the initial closing, the issuer may force conversion if Class A shares trade at least 150% of the conversion price for 20 out of 30 consecutive trading days, along with registration and NYSE-listing requirements. Bubble can require redemption following certain Fundamental Changes and, after the fourth anniversary of the initial closing, at a price generally equal to the greater of the Accreted Value or 1.5x the original issuance price, adjusted for certain dividends. Protective rights require approval of preferred holders for certain significant corporate actions while Bubble owns at least 50% of the preferred shares or 8% of the common stock on an as-converted basis.

What Was Disclosed

Three GP Investments-affiliated entities jointly filed a Schedule 13D reporting 13,812,154 shares, or 16.1% of Zevia PBC Class A common stock, acquired through a $20 million Series A preferred stock investment under a Securities Purchase Agreement dated October 22, 2026, with deferred closing conditions tied to 2026 financial targets.