SUJA LIFE, INC.

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis reflects our historical results of operations and financial position, and, except as otherwise indicated below, does not give effect to the Organizational Transactions, the IPO, the use of proceeds therefrom or any other items in connection therewith. This discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to our management. Actual results could differ materially from those discussed or implied by the forward-looking statements,as a result of various factors including those discussed below and in the section entitled “Forward-Looking Statements” included in this Quarterly Report on Form 10-Q and the sections entitled “Forward-Looking Statements” and “Risk Factors” included in the Prospectus in connection with our IPO. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to our management. Actual results could differ materially from those discussed or implied by the forward-looking statements, as a result of various factors including those discussed below and in the section entitled “Forward-Looking Statements” included in this Quarterly Report on Form 10-Q and the sections entitled “Forward-Looking Statements” and “Risk Factors” included in the Prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Previous wording

Going forward, we believe our portfolio of brands, innovation leadership, operational excellence, and strong retail partnerships position us to continue to capture disproportionate growth as functional beverages transition from early adoption to mainstream consumption.

Current wording

Notwithstanding current macro-economic and competitive pressures on consumer spending and our categories, we believe our portfolio of brands, innovation leadership, operational excellence, and strong retail partnerships position us to continue to capture significant growth in the long-term as functional beverages continue to transition from early adoption to mainstream consumption.

Previous wording

In connection with the IPO, the Company completed the Organizational Transactions described under Note 15, Subsequent Events, of the condensed consolidated financial statements and related notes of Suja Life, Inc. included in this Quarterly Report on Form 10-Q.

Current wording

In connection with the IPO, the Company completed the organizational transactions described in Note 1 of the condensed consolidated financial statements included herein.

Previous wording

As a result of the IPO, we will incur additional compensation related costs associated with modifications to incentive units outstanding prior to the IPO, and the issuance of (i) new performance-based restricted stock, (ii) performance-based restricted stock units and (iii) time-based restricted stock units under the Suja Life, Inc. 2026 Omnibus Incentive Plan (the “Omnibus Plan”) to certain of our employees and directors. These actions are described in more detail in the Prospectus.

Current wording

As a result of the IPO, we incurred additional compensation related costs associated with modifications to incentive units outstanding prior to the IPO, and the issuance of (i) new performance-based restricted stock, (ii) performance-based restricted stock units and (iii) time-based restricted stock units under the Suja Life, Inc. 2026 Omnibus Incentive Plan (the “Omnibus Plan”) to certain of our employees and directors. Some of these actions are described in more detail in in Note 12 of the condensed consolidated financial statements included herein.

Previous wording

The Emerging Brands segment began producing and distributing products in December of fiscal 2024. For the three months ended March 30, 2026 and March 31, 2025, Emerging Brands’ products consist of healthy functional sodas sold under the Slice brand.

Current wording

The Emerging Brands segment began producing and distributing products in December of fiscal 2024. For the three and six months ended June 29, 2026 and June 30, 2025, Emerging Brands’ products consist of healthy functional sodas sold under the Slice brand.

Previous wording

Consumer adoption of natural healthy beverages is accelerating as wellness becomes a universal priority. According to a Company survey, approximately 80% of consumers are constantly seeking beverages that are healthier, 82% of consumers want beverages with lower sugar, 90% of consumers desire additional functional benefits from their beverages, and 77% of consumers are willing to pay more for “beverages that are better for them,” demonstrating significant demand for wellness solutions.

Current wording

Consumer adoption of natural healthy beverages has accelerated as wellness becomes a universal priority, although category growth has moderated more recently. According to a Company survey conducted in September 2025, approximately 80% of consumers are constantly seeking beverages that are healthier, 82% of consumers want beverages with lower sugar, 90% of consumers desire additional functional benefits from their beverages, and 77% of consumers are willing to pay more for “beverages that are better for them,” demonstrating significant demand for wellness solutions.

Previous wording

We believe we have substantial opportunity to expand our consumer base and increase purchase frequency through broader distribution, optimized retail placement, and elevated marketing efforts that communicate our functional benefits to target consumers. We believe targeted marketing investments can effectively capture this demographic and drive accelerated household adoption.

Current wording

We believe we have substantial opportunity to expand our consumer base and increase purchase frequency through broader distribution, optimized retail placement, and focused marketing efforts that communicate our functional benefits to target consumers. We believe targeted marketing investments can effectively capture this demographic and drive increased household adoption.

Previous wording

Our growth strategy focuses, in part, on both expanding our user base and increasing the frequency with which existing consumers purchase our products. As consumers integrate functional beverages into their daily wellness routines, purchase occasions multiply across different dayparts and use cases. We are driving velocity growth through product innovation that creates new consumption occasions, strategic merchandising that increases visibility at retail, and consumer education that reinforces habitual usage patterns. Our role as category captain enables us to optimize shelf placement and promotional strategies that drive trial and repeat purchase. Additionally, our multi-brand portfolio allows us to drive cross-purchase of brands as consumers select products and brands aligned with their specific wellness needs.

Current wording

Our growth strategy focuses, in part, on both expanding our user base and increasing the frequency with which existing consumers purchase our products. As consumers integrate functional beverages into their daily wellness routines, purchase occasions may multiply across different dayparts and use cases. We seek to drive velocity growth through product innovation that creates new consumption occasions, strategic merchandising that increases visibility at retail, and consumer education that reinforces habitual usage patterns. Our role as category captain enables us to optimize shelf placement and promotional strategies that drive trial and repeat purchase. Additionally, our multi-brand portfolio allows us to drive cross-purchase of brands as consumers select products and brands aligned with their specific wellness needs. For customers tracked in a Nielsen report for the thirteen weeks ended June 27, 2026 (which represent less than half of our total net sales), our velocity rates declined in Q2 relative to the prior-year period. We expect this headwind to persist in the third quarter of 2026.

Previous wording

Our innovation efforts focus on three strategic priorities: enhancing formulations and nutritional profiles of existing products, creating new offerings within established categories, and expanding into adjacent wellness segments such as our endeavor with Slice. We continue investing in innovation across our portfolio, with 22.5% of net sales growth for the three months ended March 30, 2026, when compared to the three months ended March 31, 2025 coming from our new SKUs. Our vertically integrated manufacturing platform enables rapid innovation cycles, bringing new products to market in weeks rather than months while maintaining superior quality standards. This speed-to-market advantage allows us to capitalize on emerging wellness trends ahead of competitors.

Current wording

Our innovation efforts focus on three strategic priorities: enhancing formulations and nutritional profiles of existing products, creating new offerings within established categories, and expanding into adjacent wellness segments such as our endeavor with Slice. We continue investing in innovation across our portfolio, with 11.6% of net sales growth for the three months ended June 29, 2026, when compared to the three months ended June 30, 2025 coming from our new SKUs. Our vertically integrated manufacturing platform enables rapid innovation cycles, bringing new products to market in weeks rather than months while maintaining superior quality standards. This speed-to-market advantage allows us to capitalize on emerging wellness trends often ahead of competitors.

Previous wording

We have established ourselves as a strategic acquirer of choice in the NHB market, with a demonstrated track record of identifying and integrating premium brands that benefit from our platform capabilities. Our acquisition strategy focuses on brands with strong consumer loyalty, differentiated positioning, and proven product-market fit that can leverage our manufacturing scale, distribution relationships, and category insights to accelerate growth while improving margins.

Current wording

We have established ourselves as a strategic acquirer of choice in the Natural Health Beverage market, with a demonstrated track record of identifying and integrating premium brands that benefit from our platform capabilities. Our acquisition strategy focuses on brands with strong consumer loyalty, differentiated positioning, and proven product-market fit that can leverage our manufacturing scale, distribution relationships, and category insights to accelerate growth while improving margins.

Previous wording

Consumer demand for our products is sensitive to a number of factors that influence consumer confidence and spending, such as general economic conditions, consumer disposable income, recession and fears of recession, unemployment, minimum wages, inflation, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security. Consumer preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which disposable income is adversely affected. Functional and other specialty beverages in particular may be more susceptible to discretionary consumer spending levels.

Current wording

Consumer demand for our products is sensitive to a number of factors that influence consumer confidence and spending, such as general economic conditions, consumer disposable income, recession and fears of recession, unemployment, minimum wages, inflation, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security. Consumer preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which disposable income is adversely affected, and economic pressures have recently caused consumers to change how and where they spend. Functional and other specialty beverages in particular may be, and have been, more susceptible to discretionary consumer spending levels. In addition, competitors have been lowering prices and increasing promotional activity as a result of shoppers seeking value, which we expect will impact our results in the third quarter of 2026.

Previous wording

We have experienced substantial growth in net sales since inception. The following factors and trends in our business have driven net sales growth over this period and are expected to continue to be key drivers of our net sales growth for the foreseeable future:

Current wording

We have historically experienced substantial growth in net sales since inception. The following factors and trends in our business have driven net sales growth over this period and are expected to continue to be key drivers of our net sales growth for the foreseeable future:

Previous wording

Operating expenses include marketing expenses, sales expenses, amortization expenses, and general and administrative expenses. Selling and marketing expenses consist primarily of costs incurred marketing and ensuring on-shelf availability of our products and are primarily driven by investments to grow our business and acquire and retain customers. General and administrative expense includes payroll, employee benefits, incentive unit compensation, finance, information technology, human resources and other administrative-related personnel, as well as general overhead costs of the business, including research and development for new innovations, rent and related facilities and maintenance costs, freight costs, depreciation and amortization and legal, accounting and professional fees. We expect operating expenses to increase in the future as we continue to scale our operations to meet our product demand, continue to build our product portfolio, and add personnel to our sales and marketing organization. We also expect to incur additional costs associated with operating as a public company, including increased expenses related to legal, audit, accounting, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs, investor and public relations costs, and other administrative and professional services.

Current wording

Operating expenses include marketing expenses, sales expenses, amortization expenses, and general and administrative expenses. Selling and marketing expenses consist primarily of costs incurred marketing and ensuring on-shelf availability of our products and are primarily driven by investments to grow our business and acquire and retain customers. General and administrative expense includes payroll, employee benefits, incentive unit compensation, finance, information technology, human resources and other administrative-related personnel, as well as general overhead costs of the business, including research and development for new innovations, rent and related facilities and maintenance costs, freight costs, depreciation and amortization and legal, accounting and professional fees. We expect operating expenses to increase as we continue to scale our operations to meet our product demand, continue to build our product portfolio, and add personnel to our sales and marketing organization. We also incur additional costs associated with operating as a public company, including increased expenses related to legal, audit, accounting, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs, investor and public relations costs, and other administrative and professional services.

Previous wording

Interest expense consists of interest on our financing arrangements as well as any related deferred financing costs and discounts being expensed over the life of such financing arrangements. We expect interest expense to decrease in future proceeds as we repay certain of our indebtedness with the proceeds from this offering.

Current wording

Interest expense consists of interest on our financing arrangements as well as any related deferred financing costs and discounts being expensed over the life of such financing arrangements.

Previous wording

Comparison of the Three Months Ended March 30, 2026 and March 31, 2025

Current wording

Comparison of the Three and Six Months Ended June 29, 2026 and June 30, 2025

Previous wording

On a consolidated basis, net sales increased by $19.7 million, or 22.5% to $107.1 million for the three months ended March 30, 2026, from $87.4 million for the three months ended March 31, 2025. The increase in net sales was primarily driven by higher volumes within the Suja Core Segment and Emerging Brands Segment due to increased consumer demand.

Current wording

On a consolidated basis, net sales increased by $8.7 million, or 11.6% to $83.9 million for the three months ended June 29, 2026, from $75.2 million for the three months ended June 30, 2025. On a consolidated basis, net sales increased by $28.4 million, or 17.5% to $190.9 million for the six months ended June 29, 2026, from $162.5 million for the six months ended June 30, 2025. The increase in net sales was primarily driven by higher volumes within the Suja Core Segment and Emerging Brands Segment due to increased consumer demand.

Previous wording

Net sales for Suja Core were $104.9 million for the three months ended March 30, 2026, an increase of $18.5 million, or 21.4%, from $86.4 million for the three months ended March 31, 2025. This increase was primarily driven by an 8.3% increase in selling units shipment volume attributable to growth in Suja Single Serve Juice and Suja and Vive Shots, and reflecting expanded distribution of new products, improved consumer takeaway across several key retail customers, and more effective promotional execution with key retailers. Additionally, net sales was slightly higher due to favorable shipment timing, as fewer shipments were in-transit as of the three months ended March 30, 2026, compared to the three months ended March 31, 2025. In addition, multi-pack consumer purchases, particularly within the Suja and Vive Shots portfolio, grew at a faster rate than single-serve purchases, contributing to net sales growth exceeding selling unit volume growth. This favorable product mix shift also resulted in an increase in average net sales per selling unit.

Current wording

Net sales for Suja Core were $81.9 million for the three months ended June 29, 2026, an increase of $7.3 million, or 9.8%, from $74.6 million for the three months ended June 30, 2025. This increase was primarily driven by a 6.9% increase in selling units shipment volume attributable to growth in Suja Single Serve Juice and Suja and Vive Shots reflecting expanded distribution of new products and improved consumer takeaway across several key retail customers. In addition, multi-pack consumer purchases, particularly within the Suja and Vive Shots portfolio, grew at a faster rate than single-serve purchases, resulting in a slightly higher average price per selling unit. Growth in the quarter versus prior year was partially offset by slightly unfavorable shipment timing at the beginning of the three months ended June 29, 2026 that benefitted the previous three months ended March 30, 2026. Net sales for Suja Core were $186.9 million for the six months ended June 29, 2026, an increase of $25.9 million, or 16.1%, from $161.0 million for the six months ended June 30, 2025. This increase was primarily driven by expanded distribution of new products, improved consumer takeaway, and more effective promotional execution with key retailers.

Previous wording

Net sales for Emerging Brands were $3.0 million for the three months ended March 30, 2026, an increase of $0.9 million, or 40.3%, from $2.2 million for the three months ended March 31, 2025. This increase was primarily driven by a 143.0% increase in selling units shipment volume, reflecting expanded distribution for new products and improved consumer takeaway across several key retail customers. During the period, marketing initiatives centered on consumer sampling and trial generation, which contributed to stronger growth in single-serve selling unit purchases compared to multi-pack purchases. As a result, selling unit volume growth outpaced net sales growth.

Current wording

Net sales for Emerging Brands were $3.0 million for the three months ended June 29, 2026, an increase of $1.1 million, or 61.2%, from $1.9 million for the three months ended June 30, 2025. This increase was primarily driven by a 72.1% increase in selling units shipment volume, reflecting expanded distribution for new products and improved consumer takeaway across several key retail customers. Net sales for Emerging Brands were $6.1 million for the six months ended June 29, 2026, an increase of $2.0 million, or 50.0%, from $4.0 million for the six months ended June 30, 2025. This increase was primarily driven by expanded distribution and improved consumer takeaway.

Previous wording

The increase was driven by a $9.0 million increase of Suja Core cost of sales. Suja Core cost of sales increased as a result of the 8.3% growth in selling units shipment volume. Slightly higher input and logistics costs were offset by operational efficiency gains, favorable absorption, and favorable package mix. Suja Single Serve Juice and Suja and Vive Shots have lower manufacturing and packaging costs than Suja Multi Serve.

Current wording

For the three months ended June 29, 2026, the increase was driven by a $5.0 million increase of Suja Core cost of sales. Suja Core cost of sales increased as a result of the 6.9% growth in selling units shipment volume. Operational efficiency gains were offset by slightly higher input and logistics costs and unfavorable absorption timing as finished goods inventory was built during the three months ended March 30, 2026 to satisfy shipment demand in the three months ended June 29, 2026, resulting in unfavorable absorption as those goods were shipped and inventory returned to historical levels in the three months ended June 29, 2026. For the six months ended June 29, 2026, the increase was driven by a $12.7 million increase of Suja Core cost of sales. Suja Core cost of sales increased as a result of the 7.7% growth in selling units shipment volume. Operational efficiency gains were partially offset by slightly higher input and logistics costs and unfavorable package mix as multi-pack consumer purchases, particularly within the Suja and Vive Shots portfolio, grew at a faster rate than single-serve purchases. Multi-packs have higher manufacturing and packaging costs than single-serve packages.

Previous wording

Cost of sales for Emerging Brands was $1.4 million for both the three months ended March 30, 2026 and March 31, 2025. Emerging Brands cost of sales remained the same as lower finished goods costs, driven by the absence of one-time startup costs incurred in fiscal 2025 and reduced input costs from sourcing efficiencies, offset cost increases associated with increased net sales.

Current wording

Cost of sales for Emerging Brands was $1.7 million for the three months ended June 29, 2026 and $1.6 million for the three months ended June 30, 2025. Cost of sales for Emerging Brands was $3.1 million for the six months ended June 29, 2026 and $2.9 million for the six months ended June 30, 2025. In each case, lower finished goods costs per unit, driven by the absence of one-time startup costs incurred in fiscal 2025 and reduced input costs from sourcing efficiencies, nearly offset all cost increases associated with increased net sales.

Previous wording

The $0.8 million increase was driven by growth in Emerging Brands selling units volume from increased distribution and improved consumer takeaway. The average cost of sales per selling unit decreased 70%% from favorable package mix, sourcing efficiencies, and one-time startup costs incurred in fiscal 2025 that were not repeated in fiscal 2026, resulting in a gross margin increase to 52.2% for the three months ended March 30, 2026, compared to 36.5% for the three months ended March 31, 2025.

Current wording

For the three months ended June 29, 2026, Emerging Brands gross profit increased by $1.0 million, which increase was driven by growth in Emerging Brands selling units volume from increased distribution and improved consumer takeaway. The average cost of sales per selling unit decreased 41% from sourcing efficiencies, and one-time startup costs incurred in fiscal 2025 that were not repeated in fiscal 2026, resulting in a gross margin increase to 44.1% for the three months ended June 29, 2026, compared to 16.3% for the three months ended June 30, 2025. For the six months ended June 29, 2026, Emerging Brands gross profit increased by $1.8 million driven by growth in Emerging Brands selling units volume from increased distribution and improved consumer takeaway. The average cost of sales per selling unit decreased 55% benefitting from sourcing efficiencies and one-time startup costs incurred in fiscal 2025 that were not repeated in fiscal 2026, resulting in a gross margin increase to 48.1% for the six months ended June 29, 2026, compared to 27.1% for the six months ended June 30, 2025.

Previous wording

This increase in operating expenses was primarily due to a $1.6 million increase in freight expenses, driven by increases in carrier rates and increased shipments to a key customer with a freight allowance within the Suja Core segment. The remaining $0.2 million relates to a $0.3 million increase in administrative, sales, payroll, and other operating expenses primarily relating to the Suja Core segment, offset by a $0.1 million decrease in marketing spend relating to general advertising, branding, shopper marketing, samples, and field marketing. Of the decrease in marketing spend, $0.7 million relates directly to the Emerging Brands segment, offset by a $0.6 million increase in marketing spend within the Suja Core segment.

Current wording

Operating expenses and transaction costs for the six months ended June 29, 2026 were $97.5 million, which includes $25.1 million in one-time IPO-related transaction costs. Operating expenses were $72.5 million, an increase of $4.0 million, or 5.9%, from $68.4 million for the six months ended June 30, 2025. This increase in operating expenses was primarily due to a $2.5 million increase in freight expenses, driven by increased shipment volume and a $4.6 million increase in administrative, sales, payroll, and other operating expenses primarily attributable to selling-related costs, IT efficiency project implementation costs and personnel and public company costs, partially offset by a $3.5 million decrease in marketing spend related to general advertising, branding, shopper marketing, samples, and field marketing. Of the decrease in marketing spend,$3.9 million relates directly to the Emerging Brands segment, offset by a $0.4 million increase in marketing spend within the Suja Core segment.

Previous wording

Suja Core Segment Adjusted EBITDA for the three months ended March 30, 2026 was $26.9 million, an increase of $8.1 million, or 43.4%, from $18.8 million for the three months ended March 31, 2025. The increase in Suja Core Adjusted EBITDA was driven by an increase in gross profit of $9.5 million, or 21.6%, as described above, offset by a $1.4 million increase in other segment items. Other segment items include personnel costs comprised of sales commissions and bonuses, logistical costs to distribute products, and other general and administrative costs.

Current wording

Suja Core Segment Adjusted EBITDA for the three months ended June 29, 2026 was $16.0 million, an increase of $0.5 million, or 2.9%, from $15.5 million for the three months ended June 30, 2025. The increase in Suja Core Adjusted EBITDA was driven by an increase in gross profit of $2.3 million, or 6.3%, as described above, offset by a $1.9 million decrease in other segment items. Other segment items include marketing costs, personnel costs comprised of sales commissions and bonuses, logistical costs to distribute products, and other general and administrative costs.

Previous wording

Emerging Brands Segment Adjusted EBITDA loss for the three months ended March 30, 2026 was $(1.9) million, compared to $(3.7) million for the three months ended March 31, 2025, with the loss decreasing by $1.8 million period over period. The decrease in loss was driven by an increase in gross profit of $0.8 million, as described above, and a $1.0 million decrease in other segment items.

Current wording

Emerging Brands Segment Adjusted EBITDA loss for the three months ended June 29, 2026 was $1.3 million, compared to $5.8 million for the three months ended June 30, 2025, with the loss decreasing by $4.4 million period over period. The decrease in loss was driven by an increase in gross profit of $1.0 million, as described above, and a $3.4 million decrease in other segment items, driven by reduced marketing spend.

Previous wording

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results, and provides additional insight and transparency into how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. We believe the non-GAAP measures should always be considered along with, and not as substitutes for, the related GAAP financial measures. These non-GAAP financial measures have limitations, including that they may be calculated differently by other companies, including companies in our industry, or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. Our non-GAAP financial measures should not be considered in isolation or as alternatives to gross profit, income from operations, net cash provided by (used in) operating activities or any other measure of financial performance calculated and presented in accordance with GAAP. We have provided the reconciliations between the GAAP and non-GAAP financial measures below.

Current wording

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results, and provides additional insight and transparency into how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. We believe the non-GAAP measures should always be considered along with, and not as substitutes for, the related GAAP financial measures. These non-GAAP financial measures have limitations, including that they may be calculated differently by other companies, including companies in our industry, or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. Our non-GAAP financial measures should not be considered in isolation or as alternatives to gross profit, income (loss) from operations, net cash provided used in operating activities or any other measure of financial performance calculated and presented in accordance with GAAP. We have provided the reconciliations between the GAAP and non-GAAP financial measures below.

Previous wording

The following table reconciles EBITDA and Adjusted EBITDA to consolidated Adjusted EBITDA:

Current wording

The following table reconciles Segment and Adjusted EBITDA to consolidated Adjusted EBITDA:

Previous wording

(1)The three months ended March 30, 2026 consists of one-time costs relating to corporate strategy, executive recruiting and consulting relating to the IPO. The three months ended March 31, 2025 consists of consulting fees related to one-time system improvements, transaction bonuses, and other one-time transition costs.

Current wording

(1)Non-Recurring Costs - for the three and six months ended June 29, 2026 consists of one-time costs relating to corporate strategy, executive recruiting and consulting relating to the IPO. For the three and six months ended June 30, 2025, it consists of consulting fees related to one-time system improvements, transaction bonuses, and other one-time transition costs.

Previous wording

(2)Includes fees paid in cash to PSP which will not recur subsequent to the IPO.

Current wording

(2)Sponsor Costs - Includes fees paid in cash to the Company’s sponsor which will not recur subsequent to the IPO.

Previous wording

Suja Life, Inc. is a holding company with no operations of our own, and as such, we will depend on our subsidiaries for cash to fund all of our operations and expenses. We will depend on the payment of distributions by our current and future subsidiaries, including Holdings LP. The terms of the agreements governing our indebtedness, including the first lien credit agreement, dated August 23, 2021 (as amended, the “Credit Agreement”), contain certain negative covenants prohibiting certain of our subsidiaries from making cash dividends or distributions to us or to Holdings LP unless certain financial tests are met. For a discussion of those restrictions, refer to the sections entitled “Description of Certain Indebtedness” and “Risk Factors” included in the Prospectus. We currently anticipate that such restrictions will not impact our ability to meet our cash obligations.

Current wording

We are a holding company with no operations of our own, and as such, we will depend on our subsidiaries for cash to fund all of our operations and expenses. We will depend on the payment of distributions by our current and future subsidiaries. The terms of the agreements governing our indebtedness, including the first lien credit agreement, dated August 23, 2021 (as amended, the “Credit Agreement”), contain certain negative covenants prohibiting certain of our subsidiaries from making cash dividends or distributions to us or to Holdings LP unless certain financial tests are met. For a discussion of those restrictions, refer to the sections entitled “Description of Certain Indebtedness” and “Risk Factors” included in the Prospectus. We currently anticipate that such restrictions will not impact our ability to meet our cash obligations.

Previous wording

Our primary cash needs are for operating expenses, working capital and capital expenditures to support the growth of our business. Historically, we have financed our operations through sales of equity securities, the issuance of related party notes, and through sales of our products and borrowings under our term loan facilities (“Term Loan Facilities”). As of March 30, 2026, our principal sources of liquidity were cash and cash equivalents totaling $27.4 million which does not include restricted cash, as well as the available balance of our revolving loan facility (“Revolving Credit Facility”). We consider cash equivalents to include only highly liquid investments purchased with a maturity of three months or less. Restricted cash includes certificates of deposit with maturities of six months, which are required collateral for our credit cards. During the three months ended March 30, 2026, our positive cash flow from operations has enabled us to make continued investments in supporting the growth of our business. We expect our operating cash flows to further improve as we increase our operational efficiency and experience economies of scale.

Current wording

Our primary cash needs are for operating expenses, working capital and capital expenditures to support the growth of our business. Historically, we have financed our operations through sales of equity securities, the issuance of related party notes, and through sales of our products and borrowings under our term loan facilities (“Term Loan Facilities”). As of June 29, 2026, our principal source of liquidity was our cash of $20.6 million which does not include restricted cash, as well as the available balance of our revolving loan facility (“Revolving Credit Facility”). Restricted cash includes certificates of deposit with maturities of six months, which are required collateral for our credit cards.

Previous wording

As a result of our ownership of units in Holdings LP after the IPO, we are subject to U.S. federal, state and local income taxes with respect to our allocable share of any net taxable income of Holdings LP and will be taxed on such income at the applicable corporate tax rates. In addition to tax expenses, we will incur expenses related to our operations, including obligations to make payments under the tax receivable agreement (the “Tax Receivable Agreement”) to certain existing direct or indirect owners of Holdings LP, including PSP (such persons, collectively, the “TRA Parties”). The amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon future events and assumptions, including the timing of unit exchanges in Holdings LP, the price of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the amount of the exchanging Holdings LP unitholder’s tax basis in its units of Holdings LP at the time of the relevant exchange, the depreciation and amortization periods that apply to the increase in tax basis, the amount and timing of taxable income we generate in the future, the U.S. federal, state and local income tax rates then applicable and the portion of any payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable, depletable or amortizable tax basis; however, we estimate that such payments may be substantial. We currently anticipate funding any required payments to the TRA Parties under the Tax Receivable Agreement using cash flows generated from our operations. As a result, these payments may reduce the amount of overall cash flow that would otherwise be available to us for other purposes. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, and based on certain assumptions with respect to future exchanges and other items, we expect that future payments under the Tax Receivable Agreement relating to unit exchanges in Holdings LP (either in connection with the IPO or in the future) to be approximately $115.4 million and to range from approximately $0.0 million to $11.1 million per year, with estimated total payments of approximately $143.9 million. Further, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that future payments under the Tax Receivable Agreement relating to the utilization of certain pre-IPO tax attributes acquired in the Organizational Transactions to be approximately $28.4 million and to range from approximately $0.0 million to $2.6 million per year. As a result, we expect that aggregate payments under the Tax Receivable Agreement over this 35-year period will range from approximately $0.0 million to $12.7 million.

Current wording

As a result of our ownership of units in Holdings LP after the IPO, we are subject to U.S. federal, state and local income taxes with respect to our allocable share of any net taxable income of Holdings LP and will be taxed on such income at the applicable corporate tax rates. In addition to tax expenses, we will incur expenses related to our operations, including obligations to make payments under the tax receivable agreement (the “Tax Receivable Agreement”) to certain existing direct or indirect owners of Holdings LP, including PSP (such persons, collectively, the “TRA Parties”). The amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon future events and assumptions, including the timing of unit exchanges in Holdings LP, the price of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the amount of the exchanging Holdings LP unitholder’s tax basis in its units of Holdings LP at the time of the relevant exchange, the depreciation and amortization periods that apply to the increase in tax basis, the amount and timing of taxable income we generate in the future, the U.S. federal, state and local income tax rates then applicable and the portion of any payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable, depletable or amortizable tax basis; however, we estimate that such payments may be substantial. We currently anticipate funding any required payments to the TRA Parties under the Tax Receivable Agreement using cash flows generated from our operations. As a result, these payments may reduce the amount of overall cash flow that would otherwise be available to us for other purposes. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, and based on certain assumptions with respect to future exchanges and other items, we expect that future payments under the Tax Receivable Agreement relating to unit exchanges in Holdings LP (either in connection with the IPO or in the future) to be approximately $121.8 million and to range from approximately $0.0 million to $10.7 million per year, with estimated total payments of approximately $147.2 million. Further, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that future payments under the Tax Receivable Agreement relating to the utilization of certain pre-IPO tax attributes acquired in the organizational transactions to be approximately $25.4 million and to range from approximately $0.0 million to $2.6 million per year. As a result, we expect that aggregate payments under the Tax Receivable Agreement over this 35-year period will range from approximately $0.0 million to $11.9 million.

Previous wording

The Credit Agreement provides for a $120 million initial term loan facility (the “Initial Term Loan Facility”) and $25 million Revolving Credit Facility. On December 8, 2021, we entered into a first amendment to the Credit Agreement, providing for certain technical amendments to the Credit Agreement. On October 11, 2022, we entered into a second amendment to the Credit Agreement providing for an additional $42 million second amendment term loan facility (the “Second Amendment Term Loan Facility”). On October 31, 2024, we entered into a third amendment to the Credit Agreement, providing for an additional $112 million third amendment term loan facility (the “Third Amendment Term Loan Facility”) and a $15 million increase in the commitments in respect of the Revolving Credit Facility. On January 13, 2026, we entered into a fourth amendment to the Credit Agreement, providing for an additional $15 million fourth amendment delayed draw term loan facility (the “Fourth Amendment Delayed Draw Term Loan Facility”). The Initial Term Loan Facility had an upfront fee discount of 2.0% of the aggregate principal amount of the commitments and 2.0% of the aggregate principal amount of the Revolving Credit Facility as of the borrowing date. The Second Amendment Term Loan Facility had an upfront fee discount of 2.0% of the aggregate principal amount of the commitments under the Second Amendment Term Loan Facility. The Third Amendment Term Loan Facility had an upfront fee discount of 1.50% of the aggregate principal amount of the commitments under the Third Amendment Term Loan Facility. The Fourth Amendment Delayed Draw Term Loan Facility had an upfront fee discount of 0.75% of the aggregate principal amount of the commitments under the Fourth Amendment Delayed Draw Term Loan Facility. All outstanding principal and accrued and unpaid interest on the Term Loan Facilities is due and payable on August 23, 2029. All outstanding principal and accrued and unpaid interest on the Revolving Credit Facility is due and payable on August 23, 2028. All obligations under the

Current wording

The Credit Agreement provides for a $120 million initial term loan facility (the “Initial Term Loan Facility”) and $25 million Revolving Credit Facility. On December 8, 2021, we entered into a first amendment to the Credit Agreement, providing for certain technical amendments to the Credit Agreement. On October 11, 2022, we entered into a second amendment to the Credit Agreement providing for an additional $42 million second amendment term loan facility (the “Second Amendment Term Loan Facility”). On October 31, 2024, we entered into a third amendment to the Credit Agreement, providing for an additional $112 million third amendment term loan facility (the “Third Amendment Term Loan Facility”) and a $15 million increase in the commitments in respect of the Revolving Credit Facility. On January 13, 2026, we entered into a fourth amendment to the Credit Agreement, providing for an additional $15 million fourth amendment delayed draw term loan facility (the “Fourth Amendment Delayed Draw Term Loan Facility”). The Initial Term Loan Facility had an upfront fee discount of 2.0% of the aggregate principal amount of the commitments and 2.0% of the aggregate principal amount of the Revolving Credit Facility as of the borrowing date. The Second Amendment Term Loan Facility had a fee discount of 2.0% of the aggregate principal amount of the commitments under the Second Amendment Term Loan Facility. The Third Amendment Term Loan Facility had an upfront fee discount of 1.50% of the aggregate principal amount of the commitments under the Third Amendment Term Loan Facility. The Fourth Amendment Delayed Draw Term Loan Facility had an upfront fee discount of 0.75% of the aggregate principal amount of the commitments under the Fourth Amendment Delayed Draw Term Loan Facility. All outstanding principal and accrued and unpaid interest on the Term Loan Facilities is due and payable on August 23, 2029. All outstanding principal and accrued and unpaid interest on the Revolving Credit Facility is due and payable on August 23, 2028. All obligations under the Credit Agreement are secured by first-priority security interests in substantially all of our assets and the assets of our domestic subsidiaries, subject to permitted liens and other exceptions.

Previous wording

The Credit Agreement requires us to maintain a consolidated net leverage ratio each quarter below 6.50 to 1.00 for each quarter from December 2024 through December 2025, 5.50 to 1.00 for each quarter from March 2026 through December 2026, 4.50 to 1.00 for each quarter from March 2027 through December 2027, and 3.50 to 1.00 for each quarter from March 2028 thereafter. We are in compliance with our debt covenant.

Current wording

The Credit Agreement requires us to maintain a condensed consolidated net leverage ratio below 5.50 to 1.00 for each quarter from March 2026 through December 2026,4.50 to 1.00 for each quarter from March 2027 through December 2027, and 3.50 to 1.00 for each quarter from March 2028 thereafter. We are in compliance with our debt covenant.

Previous wording

As of March 30, 2026, we had $306.9 million outstanding under the Credit Agreement.

Current wording

As of June 29, 2026, we had $164.9 million outstanding under the Credit Agreement.

Previous wording

Net cash provided by (used in) operating activities was $6.2 million for the three months ended March 30, 2026 compared to $(3.8) million for the three months ended March 31, 2025. Operating cash flows increased primarily due to an increase in net income of $8.5 million and a $0.9 million favorable change in working capital. The increase in working capital was primarily attributable to a $6.2 million increase in cash provided by inventories due to improved inventory turnover driven by increased sales volumes, partially offset by increases in cash used for accounts payable of $4.0 million, primarily due to the timing of vendor and operating expense payments associated with increased business activities, purchases, and accrued compensation expenses. The increase in operating cash flows was partially offset by a $0.2 increase in provision for excess and obsolete inventory.

Current wording

Net cash used in operating activities was $(5.1) million for the six months ended June 29, 2026 compared to $(3.0) million for the six months ended June 30, 2025. Operating cash flows decreased primarily due to a decrease in net income of $(13.6) million and a $(3.3) million change in working capital. The decrease in working capital was primarily attributable to a $5.7 million increase in cash provided by inventories due to improved inventory turnover driven by increased sales volumes, partially offset by increases in cash used for accounts payable of $3.5 million and cash used in accrued expenses of $6.8 million, primarily due to the timing of vendor and operating expense payments associated with increased business activities, purchases, and accrued compensation expenses. The decrease in operating cash flows was offset by an increase in stock-based compensation of $12.9 million and an increase due to loss on debt extinguishment of $1.3 million.

Previous wording

Net cash used in investing activities was $9.1 million for the three months ended March 30, 2026 compared to $2.2 million for the three months ended March 31, 2025. The change was primarily due to an increase in purchases of property and equipment.

Current wording

Net cash used in investing activities was $13.9 million for the six months ended June 29, 2026 compared to $6.4 million for the six months ended June 30, 2025. The change was primarily due to an increase in purchases of property and equipment.

Previous wording

Net cash used in financing activities was $0.7 million for the three months ended March 30, 2026 compared $0.7 million for the three months ended March 31, 2025. The change was primarily due to an increase in principal payments on finance lease obligations.

Current wording

Net cash provided by financing activities was $8.6 million for the six months ended June 29, 2026 compared to $1.7 million for the six months ended June 30, 2025. The change was primarily due to an increase in principal payments on finance lease obligations, particularly the repayment of a portion of the outstanding Term Loan and Revolving Credit Facility using the net proceeds from the IPO.

Previous wording

Contractual obligations for future payments as of March 30, 2026 primarily relate to lease commitments, raw material purchase obligations, and principal debt payments. Operating and financing leases represent minimum required lease payments during the noncancelable lease term. Most real estate leases also require payment of related operating expenses such as taxes, insurance, utilities, and maintenance, which are not included in our estimated capital lease obligation. Our total estimated finance and operating lease obligations as of December 29, 2025 were $26.7 million, of which $2.6 million is payable within 12 months. Our total estimated finance and operating lease obligations as of March 30, 2026 were $26.1 million, of which $2.6 million is payable within 12 months.

Current wording

Contractual obligations for future payments as of June 29, 2026 primarily relate to lease commitments, raw material purchase obligations, and principal debt payments. Operating and financing leases represent minimum required lease payments during the noncancelable lease term. Most real estate leases also require payment of related operating expenses such as taxes, insurance, utilities, and maintenance, which are not included in our estimated capital lease obligation. Our total estimated finance and operating lease obligations as of December 29, 2025 were $26.7 million, of which $2.6 million is payable within 12 months. Our total estimated finance and operating lease obligations as of June 29, 2026 were $28.6 million, of which $2.8 million is payable within 12 months.

Previous wording

We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more, (ii) the last day of our fiscal year following the fifth anniversary of the date of the closing of this offering, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years, or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Current wording

We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more, (ii) the last day of our fiscal year following the fifth anniversary of the date of the closing of the IPO, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years, or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Previous wording

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 1 to our Holdings L.P.’s condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 1 to the Company’s condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.