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SUJA LIFE, INC.

For the period ended Jun 29, 2026. Filed Aug 4, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 29, 2026 · Filed Aug 4, 2026

SUJA$10.42+5.4%Stored close · as of Nov 9, 2026

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ITEM 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

($ in thousands, except unit and share data)

June 29, 2026December 29, 2025
Assets
Current Assets
Cash$20,585$31,015
Restricted cash1,0101,010
Trade receivables, net14,46414,081
Inventories23,68022,412
Prepaid expenses and other current assets3,6272,636
Total current assets63,36671,154
Property and equipment, net55,35445,671
Operating lease right-of-use assets, net25,36123,387
Trade name and other intangible assets, net167,849178,463
Goodwill106,201106,201
Other assets899701
Deferred transaction costs—2,536
Total assets$419,030$428,113
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable$15,906$19,408
Accrued expenses11,99819,563
Accrued compensation10,61914,596
Current portion of operating lease obligations2,8122,450
Current portion of finance lease obligations36110
Short-term debt—2,740
Total current liabilities41,37158,867
Long-term operating lease obligations25,70624,051
Long-term finance lease obligations8098
Long-term debt, net162,951301,157
Deferred tax liabilities, net—11,370
Total liabilities230,108395,543
Commitments and Contingencies (Note 9)
Equity
Unlimited Class A Units authorized, no par value, zero and 222,881 units issued and outstanding as of June 29, 2026 and December 29, 2025, respectively——
Unlimited Class B Units authorized, no par value, zero and 18,680 units issued and outstanding as of June 29, 2026 and December 29, 2025, respectively——
Unlimited Class C Units, no par value, zero and 200 units issued and outstanding as of June 29, 2026 and December 29, 2025, respectively——
Zero and 4,840 Class D Units, no par value, issued and outstanding as of June 29, 2026 and December 29, 2025, respectively——
Unlimited Class E Units authorized, no par value, zero and 1,434 units issued and outstanding as of June 29, 2026 and December 29, 2025, respectively——
Unlimited Class F Units, no par value, zero and 1,000 units issued and outstanding as of June 29, 2026 and December 29, 2025, respectively——
Preferred stock, $0.0001 par value per share - 50,000,000 shares authorized; zero shares issued and outstanding as of June 29, 2026 and December 29, 2025——
Class A common stock, $0.0001 par value per share - 500,000,000 shares authorized; 23,788,700 and zero shares issued and outstanding as of June 29, 2026 and December 29, 2025, respectively2—
Class V common stock, $0.0001 par value per share - 100,000,000 shares authorized; 14,836,312 and zero shares issued and outstanding as of June 29, 2026 and December 29, 2025, respectively1—
Additional paid-in capital199,244144,712
Noncontrolling interest71,280—
Accumulated deficit(81,605)(112,142)
Total partners'/stockholders’ equity188,92232,570
Total liabilities and partners'/stockholders’ equity$419,030$428,113

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

($ in thousands, except per share data)

Three Months EndedSix Months Ended
June 29, 2026June 30, 2025June 29, 2026June 30, 2025
Net sales$83,855$75,164$190,913$162,527
Cost of sales(44,689)(39,542)(97,632)(84,739)
Gross profit39,16635,62293,28177,788
Operating expenses(34,632)(33,756)(72,467)(68,430)
Transaction costs(25,077)—(25,077)—
Income (loss) from operations(20,543)1,866(4,263)9,358
Other income (expense), net(31)115(39)157
Loss on debt extinguishment(2,273)—(2,273)—
Interest expense(5,423)(7,491)(12,896)(14,937)
Loss before taxes(28,270)(5,510)(19,471)(5,422)
Provision for income taxes472(148)(593)(1,028)
Net loss$(27,798)$(5,658)$(20,064)$(6,450)
Net income (loss) attributable to Suja Life Holdings, LP and subsidiaries through the IPO organizational transactions$(22,786)$—$(15,052)$—
Net income (loss) attributable to noncontrolling interests$(1,744)$—$(1,744)$—
Net income (loss) attributable to Suja Life, Inc.$(3,268)$—$(3,268)$—
Period from May 8, 2026 to June 29, 2026 · Period from May 8, 2026 to June 29, 2026
Net loss per Class A common stock - basic and diluted$(0.14)$(0.14)
Weighted-average Class A common stock outstanding—basic and diluted23,788,70023,788,700

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’/STOCKHOLDERS’ EQUITY (UNAUDITED)

($ in thousands, except unit and share data)

Class A Units · Class B Units · Class C Units · Class D Units · Class E Units · Class F Units · Additional Paid-in Capital · AccumulatedDeficit · Partners’Equity
Units · Amt · Units · Amt · Units · Amt · Units · Amt · Units · Amt · Units · Amt
Balance, Dec 30, 2024222,881$—17,776$—200$—4,840$—1,434$—1,000$—$146,015$(88,805)$57,210
Net loss—————————————(792)(792)
Incentive compensation————————————111—111
Balance, Mar 31, 2025222,881$—17,776$—200$—4,840$—1,434$—1,000$—$146,126$(89,597)$56,529
Net loss—————————————(5,510)(5,510)
Incentive compensation——1,254—————————116—116
Distributions————————————(1,810)—(1,810)
Balance, Jun 30, 2025222,881$—19,030$—200$—4,840$—1,434$—1,000$—$144,432$(95,107)$49,325
Class A Units · Class B Units · Class C Units · Class D Units · Class E Units · Class F Units · Additional Paid-in Capital · AccumulatedDeficit · Partners’Equity
Units · Amt · Units · Amt · Units · Amt · Units · Amt · Units · Amt · Units · Amt
Balance, Dec 29, 2025222,881$—18,680$—200$—4,840$—1,434$—1,000$—$144,712$(112,142)$32,570
Net income—————————————7,7347,734
Incentive compensation————————————140—140
Balance, Mar 30, 2026222,881$—18,680$—200$—4,840$—1,434$—1,000$—$144,852$(104,408)$40,444
Suja Life, Inc.
Suja Life Holdings, L.P. and Subsidiaries (Prior to IPO organizational transactions) · Class A common stock · Class V common stock
AdditionalPaid-in CapitalAccumulatedDeficitPartners'EquitySharesAmtSharesAmtAdditionalPaid-in CapitalAccumulatedDeficitNon-controllingInterestsTotalEquity
Balance March 31, 2026$144,852$(104,408)$40,444—$——$—$—$—$—$40,444
Net loss prior to the IPO organizational transactions—(22,787)(22,787)———————(22,787)
Stock-based compensation recognized prior to the IPO organizational transactions11,955—11,955———————11,955
Settlement of incentive units prior to the IPO organizational transactions(13,102)—(13,102)———————(13,102)
Effect of the IPO organizational transactions on non-controlling interests(143,705)127,195(16,510)14,899,811114,836,312188,554(78,338)6,34250
Issuance of Class A common stock in the IPO, net of underwriting discount and offering costs———8,888,8891——164,778——164,779
Purchase of Holdings LP units in connection with the IPO———————(66,682)—66,682—
Adjustment to deferred taxes———————11,526——11,526
Net loss subsequent to the IPO organizational transactions————————(3,267)(1,744)(5,011)
Stock-based compensation subsequent to the IPO organizational transactions———————1,068——1,068
Balance June 29, 2026$—$—$—23,788,700$214,836,312$1$199,244$(81,605)$71,280$188,922

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

($ in thousands)

Six Months Ended
June 29, 2026June 30, 2025
Operating activities
Net Income (Loss)$(20,064)$(6,450)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization14,75313,840
Bad debt expense(3)(22)
Non-cash operating lease expense2,2331,933
Finance lease right-of-use amortization7077
Non-cash interest on financing leases613
Amortization of discount on debt434496
Provision for excess and obsolete inventory243930
Stock-based compensation13,163227
Loss on debt extinguishment1,260—
Deferred taxes156—
Change in operating assets and liabilities
Trade receivables, net(380)111
Inventories(1,511)(7,211)
Prepaid expenses and other current assets(991)(1,263)
Other assets(30)(37)
Accounts payable(3,294)224
Accrued compensation(3,977)(3,260)
Accrued expenses(7,565)(716)
Deferred transaction costs2,536—
Operating lease obligations(2,189)(1,933)
Net cash used in operating activities(5,150)(3,041)
Investing activities
Purchase of intangible assets(514)(14)
Purchase of property and equipment(13,407)(6,395)
Net cash used in investing activities(13,921)(6,409)
Financing activities
Proceeds from revolving loan—5,000
Principal payments on financing lease obligations(447)(85)
Repayments of term loan(101,626)(1,370)
Prepayment premium on debt extinguishment(1,013)—
Repayments of revolver loan(40,000)—
Proceeds from the IPO, net underwriting discounts and offering expenses164,829—
Payments for settlement of incentive units(13,102)—
Distributions—(1,810)
Net cash used in financing activities8,6411,735
Change in cash and restricted cash(10,430)(7,715)
Cash and restricted cash at beginning of period32,02516,882
Cash and restricted cash at end of period$21,595$9,167
Supplemental Disclosure of Cash Flow Information
Cash paid for interest$5,916$16,822
Cash paid for income taxes$490$—
Supplemental Disclosures of Non-Cash Activities
Amounts included in accounts payable for equipment purchased$(4)$41
Operating lease liabilities arising from obtaining operating lease assets$3,277$3,428

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 —Nature of Business and Significant Accounting Policies

Organization

Suja Life, Inc. (the “Company”) was formed as a Delaware corporation on October 8, 2025. The Company was formed for the purpose of completing a public offering and related transactions in order to carry on the business of Suja Life Holdings, L.P. and subsidiaries (the “Holdings LP”). The Company is the sole general partner of Holdings LP, and operates and controls all of the businesses and affairs of Holdings LP and its subsidiaries. The Company produces and distributes cold-pressed fresh juice for wholesale and retail sales. The Company is headquartered in Oceanside, California. The Company’s fiscal year is a 52-53 week year ending on the Monday closest to December 31 each year.

Initial Public Offering

On May 8, 2026, the Company consummated its initial public offering (“IPO”) in which 8,888,889 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), were offered at a price of $21.00 per share. The IPO resulted in gross proceeds of $186.7 million, and net proceeds of $173.6 million, after deducting the underwriting discount of $13.1 million, and before deducting offering expenses payable by the Company.

Use of proceeds

The proceeds from the IPO were used to purchase 8,888,889 newly issued Class A common units (the “LP Units”) in Holdings LP at a purchase price per LP Unit equal to the initial offering price per share of Class A common stock in the IPO, less the underwriting discounts. In turn, Holdings LP applied the proceeds it received and $1.4 million of cash on hand, (i) to repay $142.6 million of outstanding borrowings, (ii) to pay $17.5 million in cash payments to certain employees in connection with the settlement of time-based vesting incentive units, in partial satisfaction of certain transaction bonus agreements and in connection with celebratory cash awards in respect of the consummation of the IPO, and (iii) to pay $14.9 million of expenses incurred in connection with the IPO and the related organizational transactions.

Organizational Transactions

In connection with the IPO, the existing limited partnership agreement (the “LP Agreement”) of Holdings LP was amended and restated to, among other things, (i) recapitalize all existing ownership interests in Holdings LP held by the existing owners of Holdings LP into a single class of common units; and (ii) appoint the Company as the sole general partner of Holdings LP.

On May 7, 2026, the Company amended and restated its certificate of incorporation to, among other things, provide: (i) for Class A common stock, with each share of its Class A common stock entitling its holder to one vote per share on all matters presented to stockholders generally and with economic rights; and (ii) for Class V common stock, par value $0.0001 per share (“Class V common stock”), with each share of Class V common stock entitling its holder to one vote per share on all matters presented to stockholders generally with no economic rights. No shares of Class V common stock may be held by any person other than the continuing equity owners of Holdings LP and their respective permitted transferees.

In addition, the Company acquired, directly or indirectly, through a series of transactions which may have included one or more contributions, mergers, or otherwise, LP Units owned by various entities, and in exchange therefor the owners of the LP Units received, directly or indirectly, newly issued shares of Class A common stock.

In accordance with the exchange agreement entered into in connection with the organizational transactions (the “Exchange Agreement”), the holders of LP Units may exchange their LP Units, together with an equal number of shares of Class V common stock, for shares of Class A common stock on a one-for-one basis or, at the Company’s election, for cash from a substantially concurrent public offering or private sale of shares of Class A common stock (based on the price of Class A common stock in such public offering or private sale). Any shares of Class V common stock so delivered will be cancelled.

Income Taxes

Prior to the IPO, the Company conducted certain operations through wholly owned subsidiaries that were subject to U.S. federal and state income taxes. These included Vive Buyer, Inc. (“Vive”), which was acquired on October 11, 2022, and Slice Life Holdings, LLC, which was formed on December 30, 2024. As a result, the Company recorded a provision for income taxes related to these taxable entities. After the consummation of the IPO, the Company is subject to U.S.

federal, state and local income taxes with respect to its allocable share of taxable income of Holdings LP assessed at the prevailing corporate tax rates. Holdings LP operates as a limited partnership for income tax purposes. Accordingly, the Company incurs federal and state income taxes for its portion of the taxable income or loss generated by Holdings LP.

The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all positive and negative evidence, including but not limited to future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized.

The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustainable upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely-than-not threshold of being sustained or if a change in facts supports a change in measurement. The Company records interest (and penalties where applicable), net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax provision. The Company did not have any uncertain tax position as of June 29, 2026.

Tax Receivable Agreement

In connection with the consummation of the IPO, the Company and Holdings LP entered into a tax receivable agreement (the “Tax Receivable Agreement or “TRA”) with certain direct or indirect owners of Holdings LP, including PSP (such persons, collectively, the “TRA Parties”), which requires the Company to pay such persons 85% of the amount of cash savings, if any, in U.S. federal, state, and local income taxes that the Company realizes or is deemed to realize in certain circumstances (computed using certain assumptions) as a result of certain tax attributes and benefits covered by the Tax Receivable Agreement. Such tax attributes and benefits include: (i) certain increases in the tax basis of assets of Holdings LP and its subsidiaries resulting from exchanges (or deemed exchanges in certain circumstances) of LP Units, together with an equal number of shares of Class V common stock, for shares of Class A common stock on a one-to-one basis or, at the Company’s election, for cash pursuant to the Exchange Agreement and certain distributions (or deemed distributions) by Holdings LP, (ii) certain tax attributes of the current or former holders of equity interests in Holdings LP, and (iii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments that the Company is required to make under the Tax Receivable Agreement. A full valuation allowance has not been recorded against the deferred tax assets because it is not more likely than not that the Company will realize the underlying tax savings that would give rise to obligations under the Tax Receivable Agreement. Accordingly, no Tax Receivable Agreement-related liability has been recorded on the consolidated balance sheet as of June 29, 2026. The Tax Receivable Agreement will be reassessed each reporting period consistent with the valuation allowance assessment. If determined that it is more likely than not that the underlying tax benefits will be realized, we will at that time record both the deferred tax asset (net of valuation allowance released) and a corresponding Tax Receivable Agreement-related liability equal to 85% of the estimated realizable tax benefit. Any such recognition would be reflected in income at the time of reassessment.

The maximum potential obligation under the Tax Receivable Agreement, assuming full realization of all covered tax attributes at current tax rates, is approximately $163.6 million based on the estimate of the aggregate amount that would be paid to the TRA Parties under the Tax Receivable Agreement as a result of the organizational transactions. Actual amounts payable, if any, will vary depending on a number of factors, including on the amount and timing of our future taxable income, the price per share of the Class A common stock at the time of any future exchanges, the extent to which such exchanges are taxable, and applicable tax rates (including changes to tax rates). In certain circumstances, the Company may be required to make an immediate payment equal to the present value of the anticipated future cash tax savings, based on certain assumptions. Such payment may be made significantly in advance of the actual realization, if any, of such future tax benefits and may be greater than or less than 85% of the actual cash tax savings ultimately realized in respect of the tax attributes that are subject to the Tax Receivable Agreement.

Common Control Reorganization

Holdings LP meets the definition of a variable interest entity (“VIE”). The Company is considered the primary beneficiary due to its sole decision-making authority with respect to, and control of, Holdings LP and its obligation to absorb losses and receive benefits from the operations of Holdings LP.

As the owners of Holdings LP prior to the IPO continue to control both the Company and Holdings LP after the IPO, the reorganization is accounted for as a reorganization of entities under common control. The condensed consolidated financial statements of the Company recognize the assets and liabilities received in the reorganization at their historical carrying amounts, reflected in the historical condensed consolidated financial statements of Holdings LP. Holdings LP is considered the predecessor of the Company for accounting purposes.

The LP Units owned by LP unitholders are considered noncontrolling interests in the condensed consolidated financial statements of the Company prior to the completion of the organizational transactions and the IPO.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The accompanying financial statements include the consolidated accounts of the Company and its subsidiaries. The Company consolidates those entities it controls through a wholly owned interest.

The period from December 31, 2024 to December 29, 2025 (or year ended December 29, 2025) and the period from December 30, 2025 to December 28, 2026 (or year ended December 28, 2026) both have four equal 13-week fiscal quarters, resulting in a 52 week year.

Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended the Monday closest to December 31 for that year. For example, references to “fiscal 2026” refer to the fiscal year ended December 28, 2026 and references to “fiscal 2025” refer to the fiscal year ended December 29, 2025.

The accounting policies followed in the presentation of interim financial results are consistent with those followed on an annual basis. These policies are presented in Note 1 - Nature of Business and Significant Accounting Policies to the Company’s consolidated financial statements for the year ended December 29, 2025 issued on March 20, 2026.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information and the applicable accounting guidance. Accordingly, these financial statements do not necessarily include all information and footnotes required for audited financial statements prepared in conformity with U.S. GAAP. In our opinion, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments, except as otherwise indicated) necessary for a fair presentation of our financial position and results of operations. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with our audited consolidated financial statements and notes thereto presented in our Annual Consolidated Financial Statements for the year ended December 29, 2025. The interim financial information contained in this report is not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year.

Basis of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries, including Holdings LP. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements

The Company follows Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The determination of fair value is based on the principal or most advantageous market in which the Company could participate and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset.

The Company uses the hierarchy prescribed in ASC 820 for fair value measurements, based on the available inputs to the valuation and the degree to which they are observable or not observable in the market.

The three levels of the hierarchy are as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; and

Level 2 Inputs - Inputs are quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; inputs other than quoted prices, but that are observable for the asset or liability (e.g., interest rates; yield curves); and inputs that are derived principally from or corroborated by observable market data by correlation or by other means (i.e., market corroborated inputs); and

Level 3 Inputs - Unobservable inputs for the asset or liability used to measure fair value. These inputs reflect the Company’s own assumptions about what other market participants would use in pricing the asset or liability. These are based on the best information available and can include the Company’s own data.

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The Company has assessed that the fair value of cash and restricted cash, trade receivables, accounts payable, other current liabilities, and other debt approximates their carrying amounts largely due to the short-term maturities or recent commencement of these instruments.

Revenue Recognition

Revenue is recognized when performance obligations under the terms of contracts with the Company’s customers are satisfied. The Company’s performance obligation under the contract, a customer sales order, generally consists of the sale of finished product to customers. Revenue is recognized at the point in time when control of the product transfers, which the Company has determined is the date at which the product is received by the customer. The Company’s sales terms generally do not allow for a right of return except in the case of spoiled or otherwise defective product. Payment is typically collected from customers within 30 days of the date of sale.

Sales are presented net of sales promotions, coupons and allowances within the condensed consolidated statements of operations. Sales promotions, coupons, and allowances primarily consist of consumer coupon redemption, contractual trade promotions, early pay discounts, and other costs, including estimated allowances for spoiled product. The Company estimates the amount of spoiled product based on historical fact pattern as well as defined contract terms then accrues as a reduction of revenue in the period in which the related product revenue is recognized.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company’s contracts with customers may include variable consideration in the form of rebates, discounts, sales promotions, and other similar items. The Company estimates variable consideration using either the expected value method or the most likely amount method, depending on which approach better predicts the amount of consideration to which it expects to be entitled.

Estimated variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This assessment is based on historical experience, current conditions, and the specific terms of individual customer arrangements. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in incentives offered to its customers and their customers. The Company adjusts the estimate of revenue at the earlier of when the amount of consideration the Company expects to receive changes or when the consideration becomes fixed.

Sales are reported net of sales, use, excise, and other similar tax amounts collected from customers and remitted to governmental authorities. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs, are accrued at time of delivery, and are included in operating expenses in the condensed consolidated statements of operations. The Company recorded $5.8 million and $4.9 million of such costs during the three months ended June 29, 2026 and June 30, 2025, respectively, and $12.7 million and $10.2 million of such costs during the six months ended June 29, 2026 and June 30, 2025, respectively.

Advertising and Marketing

Advertising and marketing costs are expensed as incurred within operating expenses on the condensed consolidated statements of operations and totaled approximately $7.9 million and $11.0 million during the three months ended June 29, 2026 and June 30, 2025, respectively, and $18.8 million and $21.0 million during the six months ended June 29, 2026 and June 30, 2025, respectively.

New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires companies to provide an annual rate reconciliation in both dollar figures and percentages, and changes the way annual income taxes paid are disclosed by all entities, necessitating a breakdown by federal, state, and foreign jurisdictions. The standard becomes effective for public business entities for fiscal years beginning after December 15, 2024 and December 15, 2025 for all other entities. ASU 2023-09 may be applied prospectively or retrospectively, and allows for early adoption. The Company does not intend to early adopt ASU 2023-09. The impact of adoption is subject to the disclosure requirements of ASC 740, Income Taxes. The Company plans to adopt the standard for the fiscal year ended December 28, 2026.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), which was further clarified by ASU 2025-01 in January 2025. These standards enhance expense disclosures by requiring more detailed information on the types of expenses included in certain captions within the consolidated financial statements, including employee compensation, depreciation, amortization, and costs incurred related to inventory and manufacturing activities in income statement expense captions such as cost of sales and selling, general and administrative expenses. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within fiscal years beginning after December 15, 2027. The Company plans to adopt the standard for the fiscal year ended December 27, 2027. The Company will apply the new guidance on a prospective basis and expects ASU 2024-03 and ASU 2025-01 to impact only disclosures with no effect on the Company’s financial condition, results of operations or cash flows.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages so that the guidance is neutral to different software development methods. Therefore, under the ASU, software capitalization will begin when management has authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the function intended. ASU No. 2025-06 is effective for annual periods beginning after December 15, 2027. The guidance is to be applied on a prospective basis, or on a modified transition approach or a retrospective transition approach; this ASU allows for early adoption. The Company is assessing the effect of this update on its consolidated financial statements and related disclosures and does not expect to adopt early.

Note 2 — Concentration of Credit Risk

Customer concentration

The Company’s major customers are defined as those individually comprising more than 10% of net sales or trade receivables.

Customers that accounted for 10% or more of the Company’s net sales as follows:

Three Months Ended June 29, 2026Three Months Ended June 30, 2025
($ in thousands)Amount ($)% of Net SalesAmount ($)% of Net Sales
Customer A$20,40224%$25,22833%
Customer B****$7,17210%
Customer C$8,61810%****
Total$29,02034%$32,40043%
Six Months Ended June 29, 2026Six Months Ended June 30, 2025
($ in thousands)Amount ($)% of Net SalesAmount ($)% of Net Sales
Customer A$55,39629%$51,97832%
Total$55,39629%$51,97832%

All customers making up more than 10% of the Company’s net sales are in the Suja Core segment, while all customers have an immaterial amount of sales in the Emerging Brands segment.

Customers that accounted for 10% or more of the Company’s total trade receivables, net as follows:

June 29, 2026December 29, 2025
($ in thousands)Amount ($)% of Trade receivables, netAmount ($)% of Trade receivables, net
Customer A$3,21522%$1,91714%
Customer B1,76512%****
Customer C1,66412%2,15815%
Customer D****2,10915%
Customer E1,57211%****
Total$8,21657%$6,18444%

**Customer receivables did not represent greater than or equal to 10% of trade receivables, net as of the dates presented.

All customers making up more than 10% of the Company’s trade receivables are in the Suja Core segment, while all customers have an immaterial amount of trade receivables in the Emerging Brands segment.

Note 3 —Inventories

Inventories consist of the following:

($ in thousands)June 29, 2026December 29, 2025
Ingredients and packaging$12,314$10,466
Finished goods11,36711,946
Total$23,680$22,412

There wereno substantial or unusual impairments or disposals on inventories during the six months ended June 29, 2026 and June 30, 2025, respectively.

Note 4 — Property and Equipment, net

Property and equipment, net consists of the following:

($ in thousands)June 29, 2026December 29, 2025
Machinery and equipment$52,271$38,832
Leasehold improvements15,18215,415
Office furniture and equipment1,8301,558
Internal use software—275
69,28356,080
Less Accumulated depreciation(24,794)(21,457)
44,48934,623
Construction in progress10,86511,048
Total$55,354$45,671

Depreciation expense totaled $1.9 million and $1.3 million for the three months ended June 29, 2026 and June 30, 2025, respectively. For the three months ended June 29, 2026 and June 30, 2025, depreciation expense included in cost of sales totaled $1.7 million and $1.1 million, respectively. For the three months ended June 29, 2026 and June 30, 2025, depreciation expense included in operating expenses totaled $0.3 million and $0.3 million, respectively.

Depreciation expense totaled $3.5 million and $2.7 million for the six months ended June 29, 2026 and June 30, 2025, respectively. For the six months ended June 29, 2026 and June 30, 2025, depreciation expense included in cost of sales totaled $3.0 million and $2.2 million, respectively. For the six months ended June 29, 2026 and June 30, 2025, depreciation expense included in operating expenses totaled $0.5 million and $0.5 million, respectively.

There wereno impairments on property and equipment during the three and six months ended June 29, 2026 and June 30, 2025.

Note 5 —Goodwill and Intangible Assets

Goodwill consists of the following:

($ in thousands)
Balance as of June 30, 2025$106,201
Acquisitions/impairments—
Balance as of December 29, 2025$106,201
Acquisitions/impairments—
Balance as of June 29, 2026$106,201

Trade name and other intangible assets, net consist of the following:

June 29, 2026December 29, 2025
($ in thousands)GrossCarryingValueAccumulatedAmortizationNetCarryingValueGrossCarryingValueAccumulatedAmortizationNetCarryingValue
Subject to amortization:
Customer relationships$185,100$(50,854)$134,246$185,100$(45,252)$139,848
Trade name55,636(23,818)31,81855,636(21,086)34,550
Recipes27,441(26,312)1,12927,441(23,567)3,874
Internal use software914(259)655239(48)191
Total$269,091$(101,243)$167,849$268,416$(89,953)$178,463

Amortization expense totaled $5.6 million and $5.6 million for the three months ended June 29, 2026 and June 30, 2025, respectively, and $11.1 million and $11.1 million for the six months ended June 29, 2026 and June 30, 2025, respectively. For the three months ended June 29, 2026 and June 30, 2025, amortization expense included in cost of sales totaled $1.4 million and $1.4 million, respectively. For the three months ended June 29, 2026 and June 30, 2025, amortization expense included in operating expenses totaled $4.2 million and $4.2 million, respectively. For the six months ended June 29, 2026 and June 30, 2025, amortization expense included in cost of sales totaled $2.7 million and $2.7 million, respectively. For the six months ended June 29, 2026 and June 30, 2025, amortization expense included in operating expenses totaled $8.4 million and $8.4 million, respectively.

As of June 29, 2026, the weighted average remaining useful lives for the customer relationships, trade name, recipes, and internal use software are 12.1,6.0,0.4, and 3.4 years, respectively.

Amortization expense is classified as both operating expenses and cost of sales on the condensed consolidated statements of operations. Estimated future amortization expense is as follows:

($ in thousands)Amount
Remainder of 2026$9,364
202716,905
202816,746
202916,723
203016,682
Thereafter91,062
Total$167,483

As of June 29, 2026, the Company had approximately $0.4 million of capitalized internal-use software that had not yet been placed in service and is therefore excluded from the future amortization schedule. Amortization of these costs will commence when the related software is placed in service.

Note 6 —Related-Party Transactions

Management Related Fees

During the three months ended June 29, 2026 and June 30, 2025, the Company incurred management fees of approximately $5.1 million and $0.5 million, respectively, which it paid to PSP, the Company’s principal stockholder. During the six months ended June 29, 2026 and June 30, 2025, the Company incurred management fees of approximately $6.0 million and $1.0 million, respectively. Included within the management fees for the three and six months ended June 29, 2026 are $3.7 million in management fees paid in connection with the completion of the IPO. The management agreement terminated in connection with the completion of the IPO.

Expenses incurred through related party transactions are recorded as part of operating expenses within the condensed consolidated statements of operations.

Note 7 —Leases

Lessee Accounting

The Company has both finance and operating leases. The finance leases are solely comprised of the Company’s commercial-use vehicles and equipment, maturing in dates ranging from 2026 to 2030, including expected renewal options. Including all renewal options available to the Company, the lease maturity date may extend on a month-to-month basis for an unlimited period of time. Operating leases consist of real estate and vehicle leases, maturing in dates ranging from 2026 to 2033. The Company has elected the practical expedient under ASC 842 to account for lease and non-lease components as a single lease component for its real estate, vehicle, and equipment leases.

Leases were included on the Company’s condensed consolidated balance sheets as follows:

($ in thousands)June 29, 2026December 29, 2025
Finance Leases:
Right-of-use assets, gross$522$522
Accumulated depreciation(396)(326)
Right-of-use assets, net(1)$126$196
Current portion of finance lease obligations$36$110
Long-term finance lease obligations8098
Total lease obligation$116$208
Weighted average remaining lease term3.0 years2.4 years
Weighted average discount rate7.5%8.0%
Operating Leases:
Right-of-use assets, net$25,361$23,387
Current portion of operating lease obligations$2,812$2,450
Long-term operating lease obligations25,70624,051
Total lease obligations$28,519$26,501
Weighted average remaining lease term6.7 years7.1 years
Weighted average discount rate7.3%7.0%

(1)Finance lease right-of-use assets, net are included in other assets on the Company’s condensed consolidated balance sheet.

The components of lease expense are as follows:

Three Months EndedSix Months Ended
($ in thousands)June 29, 2026June 30, 2025June 29, 2026June 30, 2025
Finance lease cost:
Amortization of right-of-use asset$34$38$70$77
Interest on lease obligations36613
Total finance lease cost$37$44$76$90
Operating lease cost$1,171$1,014$2,233$1,933
Short-term lease cost$178$180$442$367
Variable lease cost(1)$374$274$540$527

(1)Consists primarily of common area maintenance, real estate taxes, utilities, operating expenses, and insurance for real estate leases; insurance and personal property expense for equipment leases; and certain vehicle related charges for finance leases that vary based on actual usage, activity, or other factors that do not depend on an index or rate and therefore are excluded from the measurement of lease liabilities and right-of-use assets.

Supplemental cash flow information related to leases is as follows:

($ in thousands)June 29, 2026December 29, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(2,189)$(3,913)
Financing cash flows from finance leases$(447)$(170)

Future maturities of the Company’s finance and operating lease obligations as of June 29, 2026 were as follows:

($ in thousands)FinanceLeasesOperatingLeases
Remainder of 2026$22$3,532
2027444,941
2028445,047
2029205,233
2030—5,416
Thereafter—12,328
Total lease payments13036,497
Less: interest(14)(7,978)
$116$28,519

Note 8 — Accrued Expenses

Accrued expenses consisted of the following:

($ in thousands)June 29, 2026December 29, 2025
Inventory received not billed$2,785$2,627
Accrued payables3,4632,785
Accrued interest payable1,3637,153
Other accrued expenses4,3874,625
Accrued transaction liabilities—2,373
Total accrued expenses$11,998$19,563

Note 9 —Commitments and Contingencies

Legal contingencies

From time to time, the Company is party to certain legal proceedings. The Company accrues losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters. Accordingly, actual costs incurred may differ materially from amounts accrued, may exceed applicable insurance coverage and could materially affect the Company’s business, cash flows, results of operations, financial condition, and prospects.

Benefit plan

The Company has a defined contribution plan under Internal Revenue Code Section 401(k). The Company may make discretionary contributions to the plan. During the three months ended June 29, 2026 and June 30, 2025, the contributions to the plan totaled approximately $0.2 million and $0.1 million, respectively, and during the six months ended June 29,

2026 and June 30, 2025, the contributions to the plan totaled approximately $0.4 million and $0.3 million, respectively. These were recorded as part of operating expenses within the condensed consolidated statements of operations.

Letter of credit

For the six months ended June 29, 2026 and June 30, 2025, the Company had outstanding standby letters of credit totaling $1.0 million and $0.7 million, respectively, all of which expire withinone year of issuance date. These instruments were issued primarily to support lease obligations and are fully secured by restricted cash deposits. The letter of credit is payable upon the occurrence of any of the following conditions: (a) the Company fails to comply with or perform its obligations under the terms and conditions of the applicable leases; (b) a case under Title 11 or other applicable bankruptcy laws is filed by or against the Company; (c) the lessor has not received a proper extension of the letter of credit; or (d) the Company fails to deliver a replacement letter of credit to the lessor.

No amounts had been drawn under this letter of credit during the six months ended June 29, 2026 and June 30, 2025.

The Company does not expect to incur any losses under the arrangement.

Note 10 —Debt

Term Loan

On August 23, 2021, the Company entered into a credit agreement with JP Morgan Chase Bank, N.A. (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) to provide an initial term loan of $120.0 million (the “Initial Term Loan”). The original Credit Agreement also provided for a revolving credit facility of $25.0 million (the “Initial Revolving Credit Facility”) with a swingline loan sublimit of $5.0 million (the “Swingline Facility”) to provide funding for working capital and general corporate purposes. The Initial Term Loan has been amended and restated on several occasions. Most recently, on May 8, 2026, the Company entered into a fifth amendment to the Credit Agreement to, among other things, facilitate the reorganization in connection with the IPO.

Revolving Credit Facility

The Third Amendment to Credit Agreement provided for a $15.0 million increase to the Initial Revolving Credit Facility (the “Revolving Credit Facility”) to provide funding for working capital and general corporate purposes. At the execution of the Third Amendment to Credit Agreement, the aggregate commitment amount of the Revolving Credit Facility totaled $40.0 million.

All outstanding principal and accrued and unpaid interest on the Term Loan is due and payable on August 23, 2029 and accrues daily interest at a per annum rate equivalent to, (i) a base rate plus the applicable margin set forth below under the caption “Base Rate Loan” or (ii) an adjusted term SOFR rate plus a term SOFR adjustment equal to 0.10%,0.15% or 0.25%, depending on the interest period of the applicable borrowing, plus the applicable margin set forth below under the caption “Term Benchmark Loan / RFR Loan”, in each case, based upon the condensed consolidated net leverage ratio as of the most recent date of determination. All interest and applicable fees chargeable shall be computed on the basis of a three hundred and sixty (360) day year (or 365 or 366 days, as the case may be, in the case of base rate loans based on the prime rate), in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. The accrued and unpaid interest on the Term Loan shall be due and payable on the earliest of maturity date, change of control, the sale of all or substantially all assets of the Company or the date of the acceleration. The Company is required to make principal payments on a quarterly basis of 0.25% of the aggregate principal amount of the Term Loan.

All outstanding principal and accrued and unpaid interest on the Revolving Credit Facility is due and payable on August 23, 2028 and accrues daily interest at a per annum rate equivalent to, (i) a base rate plus the applicable margin set forth below under the caption “Base Rate Loan” or (ii) an adjusted term SOFR rate plus a term SOFR adjustment equal to 0.10%,0.15% or 0.25%, depending on the interest period of the applicable borrowing, plus the applicable margin set forth below under the caption “Term Benchmark Loan / RFR Loan”, in each case, based upon the condensed consolidated net leverage ratio as of the most recent date of determination. All interest and applicable fees chargeable shall be computed on the basis of a three hundred and sixty (360) day year (or 365 or 366 days, as the case may be, in the case of base rate loans based on the prime rate). The accrued and unpaid interest on the revolving loans are due and payable on the earliest of maturity date, change of control, the sale of all or substantially all assets of the Company or the date of the acceleration. The Revolving Credit Facility also has a commitment fee which accrues at a per annum rate equal to 0.50% on the average daily unused revolving commitment. All commitment fees are computed on the basis of a year of 360 days and are payable for the actual number of days elapsed (including the first day but excluding the last day). The commitment fee may be reduced based on certain calculations of the Company’s net leverage ratio.

Delayed Draw Term Loan

On January 13, 2026, the Company entered into a fourth amendment to the Credit Agreement, providing for a $15.0 million delayed draw term loan commitment. There have beenno draws on this term loan as of June 29, 2026.

Debt Extinguishment in connection with the IPO

In connection with the IPO, the Company repaid a portion of its outstanding borrowings under the Credit Agreement using the net proceeds from the offering. The Company repaid approximately $101.3 million of the principal balance outstanding under the Term Loan, and $40.0 million outstanding balance under the Revolving Credit Facility. In connection with these prepayments, the Company paid a contractual prepayment premium of approximately $1.0 million and accrued interest of approximately $0.4 million.

The Company recognized a loss on extinguishment of debt of approximately $2.3 million in the second quarter of fiscal 2026, which consisted of the $1.0 million prepayment premium and approximately $1.3 million in unamortized deferred financing costs. The unamortized deferred financing costs written off were those attributed to the extinguished portion of the Term Loan. The repayment of the Revolving Credit Facility balance did not result in a write-off of related debt issuance costs, as the facility remains available for future borrowings.

Our debt instruments consisted of the following for the periods presented:

Debt Instrument ($ in thousands)Interest RateMaturity DateJune 29, 2026December 29, 2025
Term loanTerm SOFR + 5.50%8/23/2029$164,900$267,540
Revolving credit facilityTerm SOFR + 5.50%8/23/2028—40,000
Delayed draw term loanPrime + 4.50%8/23/2028——
Current portion of long-term debt—(2,740)
Total long-term debt, less current portion164,900304,800
Less: unamortized discount and debt issuance costs(1,949)(3,643)
Carrying amount of long-term debt$162,951$301,157

As of June 29, 2026, aggregate future principal payments required in accordance with the terms of the Term Loan, are as follows:

Fiscal Years EndingAmount($ in thousands)
Remainder of 2026$—
20272,740
20282,740
20292,740
2030156,680
Total$164,900

The Company has incurred deferred financing costs of $6.9 million in total related to the Term Loan, which have been presented net of proceeds on the condensed consolidated balance sheets. The Company amortizes these costs over the life of the Term Loan which amounted to $0.2 million during both the three months ended June 29, 2026 and June 30, 2025.

The Company recognized interest expense on the Term Loans and Revolving Credit Facility of $5.2 million and $7.2 million during the three months ended June 29, 2026 and June 30, 2025, respectively. The Company has made $142.0 million and $0.7 million of principal payments on the Term Loan during the three months ended June 29, 2026 and June 30, 2025, respectively. As of June 29, 2026 and June 30, 2025, the Company had drawn none and $20.0 million, respectively, on the Revolving Credit Facility respectively. As of June 29, 2026, the Company had total debt outstanding of $164.9 million which approximates its fair value and hadno borrowings outstanding under its Revolving Credit Facility, with $40.0 million of availability.

The Credit Agreement requires the Company 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. The Company is in compliance with its debt covenant. The Company’s Term Loan and Revolving Credit Facility are secured by first-priority liens on substantially all of the assets of the Company, subject to customary exceptions and permitted liens.

Note 11 —Equity

Pre-IPO

Prior to the consummation of the IPO, under the terms of the Limited Partnership Agreement (or “LP Agreement”) adopted on August 23, 2021, as amended on February 20, 2024, each partner’s interest in Holdings LP, including such interest in allocations of profits, losses, and distributions of Holdings LP as well as the right to consent to or approve certain matters as provided in the LP Agreement, was represented by the units owned by each partner. The total units which Holdings LP had authority to issue was determined by the board of directors from time to time and consisted of an unlimited number of Class A Units, an unlimited number of Class B Units, an unlimited number of Class C Units,4,840 Class D Units, an unlimited number of Class E Units, and an unlimited number of Class F Units, (collectively, the “Units”).

The following is a summary of Holdings LP’s capital accounts as set forth in the LP Agreement as of immediately prior to the consummation of the IPO:

Class A Units

Holdings LP issued 190,698 Class A Units at the adoption of the LP Agreement which included 188,698 Class A Units issued to funds controlled by PSP and 2,000 Class A Units issued to certain existing investors. All issued Units were those of the partnership and therefore, no non-controlling interests were established. On November 15, 2021, Holdings LP entered into a purchase agreement with a third party to sell 19,636 Class A Units for $19.6 million plus $0.4 million of transaction cost reimbursement for a total of $20.0 million. In the same transaction, PSP sold units of Holdings LP representing approximately 10.3% ownership of Holdings LP and continued to maintain control of Holdings LP with approximately 88.5% of Units.

Upon the closing of Holdings LP’s acquisition of Vive, Suja issued 32,183 units of Class A Units to Vive shareholders to partially fund the acquisition, resulting in a 14.4% ownership. PSP continued to maintain control of Holdings LP with approximately 75.8% of Units.

Holdings LP had 222,881 Class A Units issued as of December 29, 2025.

Class B Incentive Units

Holdings LP had 18,680 Class B Units issued as of December 29, 2025, of which 8,987 were time-based units and 9,693 were performance-based units. Vested Class B Units totaled 7,133 as of December 29, 2025.

Class C Incentive Units

Holdings LP had 200 Class C Units issued as of December 29, 2025, all of which were fully vested.

Class D Incentive Units

Holdings LP had 4,840 Class D performance-based incentive units issued as of December 29, 2025, all of which were fully vested.

Class E Incentive Units

On February 20, 2024, Holdings LP issued 1,434 Class E incentive units to a senior member of management, of which 717 were time-based units and 717 were performance-based units. Vested Class E Units totaled 286, as of December 29, 2025.

Class F Incentive Units

On February 20, 2024, Holdings LP issued 1,000 Class F incentive units to a senior member of management, of which all were performance-based units. No Class F Units were considered vested as of December 29, 2025.

Post-IPO

In connection with the IPO, the existing limited partnership agreement (the “LP Agreement”) of Holdings LP was amended and restated to, among other things, recapitalize all existing ownership interests in Holdings LP held by the existing owners of Holdings LP into a single class of common units.

On May 7, 2026, the Company amended and restated its certificate of incorporation to, among other things, authorize (i)50,000,000 shares of preferred stock, par value $0.0001 per share, (ii)500,000,000 shares of Class A common stock, and (iii)100,000,000 shares of Class V common stock.

Class A Common Stock

Each share of Class A common stock carriesone vote per share on all matters presented to stockholders generally and economic rights in the Company. Holders of Class A common stock are entitled to dividends when and if declared by the Company’s board of directors. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of its assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, holders of Class A common stock will be entitled to receive pro rata the Company’s remaining assets available for distribution.

Class V Common Stock

Each share of Class V common stock carriesone vote per share on all matters submitted to a vote of stockholders but no economic rights. Holders of Class V common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of the Company. Each share of Class V common stock was issued for nominal consideration solely to maintain voting alignment with LP units. Holders of LP Units may exchange their LP Units, together with an equal number of shares of Class V common stock, for shares of Class A common stock on a one-for-one basis or, at the Company’s election, for cash from a substantially concurrent public offering or private sale. Any shares of Class V common stock so delivered will be cancelled.

Preferred Stock

Pursuant to the Company’s amended and restated certificate of incorporation, the Company’s board of directors may issue shares of preferred stock in one or more series without stockholder approval. For each series, the Company’s board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock.

Note 12 — Incentive Unit Compensation

Prior to the consummation of the IPO, Holdings LP had historically maintained equity incentive plans for purposes of retaining and incentivizing certain employees of the Company. This plan was replaced by the Suja Life, Inc. 2026 Omnibus Incentive Plan (“2026 Omnibus Plan”), adopted by the Company on May 8, 2026 in connection with the IPO.

Pre-IPO equity incentive plan

Holdings LP issued Class B, Class C, Class D, Class E Units and Class F Units (collectively, the “Incentive Units”). Refer to Note 11 - Equity for further discussion on Holdings LP’s Incentive Units. Incentive unit compensation expense was recorded as part of operating expenses within the condensed consolidated statements of operations. Forfeitures were accounted for as they occurred.

Incentive unit compensation expense associated with the time-based Class B Units was recognized on a straight-line basis over the requisite service period, using the grant date fair value. The Company recognized $36 thousand of incentive unit compensation expense related to the time-based Class B Units during the three months ended June 29, 2026 and $83 thousand during the three months ended June 30, 2025. The Company recognized $0.1 million of incentive unit compensation expense related to the time-based Class B Units during the six months ended June 29, 2026 and $0.2 million during the six months ended June 30, 2025.

Incentive unit compensation expense associated with the time-based Class E Units was recognized on a straight-line basis over the requisite service period, using the grant date fair value. The Company recognized $11 thousand of incentive unit compensation expense related to the time-based Class E Units during the three months ended June 29, 2026 and $33 thousand during the three months ended June 30, 2025. The Company recognized $44 thousand of incentive unit compensation expense related to the time-based Class E Units during the six months ended June 29, 2026 and $74 thousand during the six months ended June 30, 2025.

Following the consummation of the IPO, no incentive units remained outstanding.

2026 Omnibus Incentive Plan and Incentive Unit Settlement

In connection with the IPO, the Company incurred additional compensation related costs associated with modifications to outstanding incentive units and the issuance of (i) performance-based restricted stock awards (“PBRSAs”), (ii) performance-based restricted stock units (“PSUs”) and (iii) time-based restricted stock units (“RSUs”) under the 2026 Omnibus Plan to certain employees and directors.

2026 Omnibus Plan

The 2026 Omnibus Plan authorizes the Company to issue stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards, or cash awards.

Subject to adjustment in the event of certain transactions or changes of capitalization,4,291,668 shares of Class A common stock are reserved for issuance pursuant to awards under the 2026 Omnibus Plan (the “Share Reserve”). The Share Reserve will be increased annually on January 1 of each calendar year beginning in 2027 and ending and including January 1, 2036, by the lesser of (i)4% of the aggregate number of shares of Class A common stock and Class V common stock outstanding on December 31 of the immediately preceding calendar year and (ii) the number of shares as determined by the Company’s board of directors.

Modifications of Pre-IPO Awards

As part of the organizational transactions described in Note 1, certain existing incentive units of Holdings LP were modified.

3,809 unvested Class B performance-based units held by board members were modified and accelerated to fully vest upon IPO, and converted into 397,454 shares of Class A common stock, resulting in incremental compensation expense of $8.3 million recognized in transaction costs within the condensed consolidated statement of operations.

Unvested performance-based units held by employees made up of 5,885 Class B,717 Class E, and 500 Class F units were modified and converted into 735,393 shares of Class A common stock subject to PBRSAs. The modification did not result in incremental compensation expense.

875 partially vested Class B time-based units were converted into 90,464 shares of Class A common stock, and 6,745 partially and fully vested Class B and E time-based units were accelerated and subsequently settled in cash. All unrecognized grant date fair value for the unvested portion of $0.9 million was recognized as compensation cost upon acceleration and was recognized in transaction costs within the condensed consolidated statement of operations.

1,000 Class F Units were modified, with 50% converted into PBRSAs and the remaining 50% fully accelerated and subsequently cash settled, as discussed below. The modification of the performance-based awards did not result in incremental compensation expense, while the accelerated awards resulted in $2.6 million of incremental compensation expense recognized in transaction costs within the condensed consolidated statement of operations.

Cash Settlements of Existing Awards

In connection with the IPO,6,028 Class B,717 Class E time-based and 500 Class F units held by certain employees were settled in cash at fair value totaling $13.1 million which was recorded against additional paid-in-capital.

Performance Awards

Performance awards include PBRSAs and PSUs, which represent the right to receive shares of the Company’s Class A common stock upon vesting. Performance awards are subject to both market conditions and performance conditions, whereby each unit vests at the earlier of achieving an EBITDA target (a performance condition), maintaining a stock price hurdle (a market condition), or achieving a MOIC stock price hurdle at the time of an investor sale (a market condition with an implied performance condition) within the requisite service period of two years. For performance awards that incorporate a market condition, the grant-date fair value is determined using a Monte Carlo simulation.

A summary of the performance awards activity and related information is below:

Number of awardsWeighted-Average Grant Date Fair Value
Outstanding as of December 30, 2025——
Granted864,101$14.66
Vested——
Forfeited——
Unvested as of June 29, 2026864,101$14.66

Restricted Stock Units

RSUs represent the right to receive shares of the Company’s Class A common stock upon vesting. RSUs are subject to a graded service-based vesting condition, vesting inthree equal installments over three years subject generally to continued employment. RSUs to be granted to non-employee directors are subject to a service-based vesting condition, vesting at the earlier of one-year or the next annual stockholders' meeting following the grant date, subject generally to continued service. All RSU awards accelerate upon a change of control.

A summary of the RSU activity and related information is below:

Number of RSUsWeighted-Average Grant Date Fair Value
Outstanding as of December 30, 2025——
Granted83,811$21.00
Vested——
Forfeited——
Unvested as of June 29, 202683,811$21.00

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense recognized within the condensed consolidated statements of operations for the periods indicated:

(in thousands)Three Months Ended June 29, 2026Six Months Ended June 29, 2026
Cost of sales$46$46
Transaction costs12,97713,117
Total stock-based compensation expense$13,023$13,163

Stock-based compensation expense is recognized using the straight-line attribution method over the requisite service period.

The Company recognized $11.9 million of expense related to the modification of incentive units, which is included in transaction costs within the condensed consolidated statements of operations.

Unvested compensation cost related to stock-based awards of $13.3 million is expected to be recognized over a weighted average remaining period of 1.9 years.

Note 13 —Earnings Per Share

The following table sets forth the computation of basic and diluted EPS of Class A common stock and represents the period from May 8, 2026 to June 29, 2026, the period where the Company had Class A common stock and Class V common stock outstanding. Prior to the consummation of the IPO, the Company did not have a common unit of ownership and did not present earnings per share. As a result, only earnings per share for periods subsequent to the IPO are presented.

(in thousands, except per share data)Three Months Ended June 29, 2026Six Months Ended June 29, 2026
Numerator:
Net income (loss)$(27,798)$(20,064)
Less: Net income (loss) attributable to Suja Life Holdings, LP before the organizational transactions(22,786)(15,052)
Less: Net income (loss) attributable to noncontrolling interests(1,744)(1,744)
Net income (loss) attributable to Suja Life, Inc.$(3,268)$(3,268)
Denominator:
Weighted-average number of shares of Class A common stock$23,789$23,789
Net income (loss) per share - basic and diluted$(0.14)$(0.14)

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive, or in the case of performance stock awards and units, as the issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the reporting period.

Three Months Ended June 29, 2026Six Months Ended June 29, 2026
Restricted Stock Units83,81183,811
Performance Stock Awards and Units864,101864,101
LP Units exchangeable for Class A common stock14,836,31214,836,312
Total antidilutive securities15,784,22415,784,224

Note 14 —Non-Controlling Interests

The Company is the general partner of Holdings LP, and consolidates the financial results of Holdings LP. The Company reports a non-controlling interest representing the economic interest in Holdings LP held by the other limited partners of Holdings LP.

In connection with the Exchange Agreement entered into in connection with the IPO, the holders of LP Units may exchange their LP Units, together with an equal number of shares of Class V common stock, for shares of Class A common stock on a one-for-one basis or, at the Company’s election, for cash from a substantially concurrent public offering or private sale of shares of Class A common stock (based on the price of Class A common stock in such public offering or private sale). Any shares of Class V common stock so delivered will be cancelled.

In connection with any exchange, the Company will receive a corresponding number of LP Units, increasing the Company’s total ownership in Holdings LP. Changes in the Company’s ownership in Holdings LP, while the Company retains its controlling interest in Holdings LP will be accounted for as equity transactions in accordance with ASC 810, Consolidation.

The following table summarizes the ownership interest in Holdings LP as of June 29, 2026:

June 29, 2026
Holdings LP UnitsOwnership %
LP Units held by Suja Life, Inc.23,788,70061.6%
LP Units held by non-controlling interest holders14,836,31238.4%
Total LP Units38,625,012100.0%

The weighted-average ownership percentage for the applicable reporting period is used to attribute net loss to the Company and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership percentage for the period from May 8, 2026 to June 29, 2026 was 38.4%.

The following table summarizes the effect of changes in ownership of Holdings LP on the Company’s equity:

Three and Six Months endedJune 29, 2026
Net loss attributable to Suja Life, Inc.$(3,268)
Transfers to noncontrolling interests:
Increase in additional paid-in capital as a result of the IPO organizational transactions88,554
Decrease in additional paid-in capital as a result of the purchase of Holdings LP units(66,682)
Change from net loss attributable to Suja Life, Inc. and transfers to noncontrolling interests$18,604

Note 15 —Income Taxes

Provision for Income Taxes

Prior to the consummation of the IPO, the Company conducted certain operations through wholly owned subsidiaries that were subject to U.S. federal and state income taxes. After the consummation of the IPO, the Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of taxable income of Holdings LP assessed at the prevailing corporate tax rates. Holdings LP operates as a limited partnership for income tax purposes. Accordingly, the Company incurs federal and state income taxes for its portion of the taxable income or loss generated by Holdings LP. The income or losses attributable to the non-controlling interest holders are not included in the Company’s federal or state income tax returns. Consequently, the tax effects of the non-controlling interests are reflected as a permanent difference in the Company’s effective tax rate reconciliation.

The Company incurred income tax expense of $0.1 million in the pre-IPO period from December 30, 2025 through May 7, 2026. For the period from May 8, 2026 through June 29, 2026, the Company recorded income tax expense of $0.5 million. For the six months ended June 29, 2026, the Company recorded income tax provisions of $0.6 million. For the six months ended June 30, 2025, the Company recorded income tax provisions of $1.0 million. The Company’s effective tax rate was (3.0)% for the six months ended June 29, 2026, and (19.0)% for the six months ended June 30, 2025. Significant reconciling items between this effective rate and the U.S. federal statutory tax rate of 21.0% are primarily related to the absence of taxes on income allocable to non-controlling interests and a full valuation allowance recorded during the six months ended June 29, 2026.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which contains a broad range of tax reforms that amend, eliminate, and extend various tax provisions under the expiring portions of the Tax Cuts and Jobs Act. In particular, the OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The OBBBA has multiple effective dates concerning its tax provisions, with certain provisions effective in 2025 and other implemented through 2027. The Company does not expect the OBBBA to have a material impact on income taxes. The Company will continue to monitor the potential future impacts of the OBBBA, including provisions that become effective in subsequent periods, and will reflect any material changes in its accompanying consolidated financial statements

Deferred Tax Assets and Tax Receivable Agreement

The Company establishes a valuation allowance on its deferred tax assets when it believes it is more likely than not that all or a portion of these deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.

The initial deferred tax asset and the related valuation allowance were recorded as additional paid-in capital in the condensed consolidated balance sheets.

In connection with the consummation of the IPO, the Company entered into the TRA with the TRA Parties, which requires the Company to pay such persons 85% of the amount of cash savings, if any, in U.S. federal, state, and local income taxes that the Company realizes or is deemed to realize in certain circumstances (computed using certain assumptions) as a result of certain tax attributes and benefits covered by the TRA.

As of June 29, 2026, the total amount due under the TRA was $0.0 million.

Note 16 —Segment Information

The Company operates and manages its business intwo operating segments which are also reportable segments:

Suja Core which primarily produces and distributes cold-pressed fresh juice and cold-pressed juice shots.

Emerging Brands which consists of recently acquired or launched brands and products that are still in the early stages of revenue scale, market development, or distribution build-out.

All revenue of the Company is derived within the United States. All long-lived assets are also located within the United States.

The Company’s chief operating decision maker (“CODM”) is its chief executive officer. The CODM uses Adjusted EBITDA to assess segment performance and allocate resources between thetwo operating segments. The CODM uses Adjusted EBITDA to allocate resources between personnel costs, marketing, product design, usage of production facilities, deployment of sales teams and overall strategic direction for each segment. Intersegment revenue is eliminated within the reconciliation to loss before taxes. A reconciliation of net sales by reportable segment to condensed consolidated net sales is presented in the table below.

Three Months Ended June 29, 2026 · Six Months Ended June 29, 2026
(In thousands) · Suja Core · Emerging Brands · Total · Suja Core · Emerging Brands · Total
Net sales from external customers$80,827$3,028$83,855$184,861$6,052$190,913
Intersegment revenue1,088—1,0881,999—1,999
Total net sales81,9153,02884,943186,8606,052192,912
Elimination of intersegment revenue(1,088)(1,999)
Consolidated net sales$83,855$190,913
Three Months Ended June 30, 2025 · Six Months Ended June 30, 2025
(In thousands) · Suja Core · Emerging Brands · Total · Suja Core · Emerging Brands · Total
Net sales from external customers$73,286$1,878$75,164$158,493$4,034$162,527
Intersegment revenue1,292—1,2922,498—2,498
Total net sales74,5781,87876,456160,9914,034165,025
Elimination of intersegment revenue(1,292)(2,498)
Consolidated net sales$75,164$162,527

Adjusted EBITDA is a measure of the Company’s profit before the recognition of interest, depreciation, amortization, taxes and other adjustments which are described in the table below. The CODM receives information on cost of sales and marketing expense which are considered significant expenses.

The Company’s financial data by segment is presented in the tables below for the three months ended June 29, 2026 and June 30, 2025, which includes a reconciliation of the Company’s measure of profit and loss back to loss before taxes.

The Company does not present asset information for its segments as this information is not used to allocate resources. The measure of segment assets is reported on the condensed consolidated balance sheet as total condensed consolidated assets.

Three Months Ended June 29, 2026(In thousands) · Suja Core · Emerging Brands · Elimination of Intersegment Revenue and Expense · Total
Net sales from external customers$80,827$3,028$—$83,855
Intersegment revenue1,088—(1,088)—
Cost of sales (exclusive of depreciation and amortization expense)(39,900)(1,694)—(41,595)
Marketing(7,318)(740)—(8,057)
Other segment items(1)(18,708)(1,935)1,088(19,555)
Adjusted EBITDA$15,989$(1,341)$—$14,648
Depreciation(1,939)
Amortization(5,622)
Interest expense(5,423)
Stock-based compensation(1,114)
Non-recurring costs(2)(167)
Sponsor costs(3)(1,303)
Transaction costs(4)(25,077)
Loss on debt extinguishment(2,273)
Loss before taxes$(28,270)
Three Months Ended June 30, 2025(In thousands) · Suja Core · Emerging Brands · Elimination of Intersegment Revenue and Expense · Total
Net sales from external customers$73,286$1,878$—$75,164
Intersegment revenue1,292—(1,292)—
Cost of sales (exclusive of depreciation and amortization expense)(35,523)(1,571)—(37,094)
Marketing(7,674)(3,901)—(11,575)
Other segment items(1)(15,846)(2,177)1,292(16,731)
Adjusted EBITDA$15,535$(5,771)$—$9,764
Depreciation(1,330)
Amortization(5,579)
Interest expense(7,491)
Stock-based compensation(116)
Non-recurring costs(2)(360)
Sponsor costs(3)(398)
Profit before taxes$(5,510)

(1)Except for marketing expense and cost of goods sold which are identified as significant expenses, the Company’s CODM uses expense information in the aggregate when reviewing Adjusted EBITDA. Other segment items for each segment primarily includes personnel costs including sales commissions and bonuses, logistics costs to distribute the Company’s product, and other general and administrative costs.

(2)Non-Recurring Costs - Includes consulting fees related to one-time system improvements, transaction bonuses, and one-time transition costs incurred to transition to a new storage facility.

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

(4)Transaction Costs - Consists of non-recurring costs directly attributable to the IPO, including IPO-related professional fees and expenses, equity-based compensation costs incurred as a result of the acceleration and modification of equity awards in connection with the IPO, one-time IPO-related transaction bonuses, and investor relations and travel expenses. These items are non-recurring in nature and do not reflect the Company’s ongoing operating performance.

The Company’s financial data by segment is presented in the tables below for the six months ended June 29, 2026 and June 30, 2025, which includes a reconciliation of the Company’s measure of profit and loss back to loss before taxes.

Six Months Ended June 29, 2026(In thousands)Suja CoreEmerging BrandsElimination of Intersegment Revenue and ExpenseTotal
Net sales from external customers$184,861$6,052$—$190,913
Intersegment revenue1,999—(1,999)—
Cost of sales (exclusive of depreciation and amortization expense)(88,720)(3,140)—(91,861)
Marketing(17,082)(2,166)—(19,248)
Other segment items(1)(38,173)(3,960)1,999(40,134)
Adjusted EBITDA$42,885$(3,214)$—$39,671
Depreciation(3,498)
Amortization(11,241)
Interest expense(12,896)
Stock-based compensation(1,254)
Non-recurring costs(2)(848)
Sponsor costs(3)(2,055)
Transaction costs(4)(25,077)
Loss on debt extinguishment(2,273)
Loss before taxes$(19,471)
Six Months Ended June 30, 2025(In thousands)Suja CoreEmerging BrandsElimination of Intersegment Revenue and ExpenseTotal
Net sales from external customers$158,493$4,034$—$162,527
Intersegment revenue2,498—(2,498)—
Cost of sales (exclusive of depreciation and amortization expense)(76,885)(2,941)—(79,826)
Marketing(16,838)(6,037)—(22,875)
Other segment items(1)(32,977)(4,534)2,498(35,013)
Adjusted EBITDA$34,291$(9,478)$—$24,813
Depreciation(2,682)
Amortization(11,157)
Interest expense(14,937)
Stock-based compensation(227)
Non-recurring costs(2)(491)
Sponsor costs(3)(741)
Profit before taxes$(5,422)

(1)Except for marketing expense and cost of goods sold which are identified as significant expenses, the Company’s CODM uses expense information in the aggregate when reviewing Adjusted EBITDA. Other segment items for each segment primarily includes personnel costs including sales commissions and bonuses, logistics costs to distribute the Company’s product, and other general and administrative costs.

(2)Non-Recurring Costs - Includes consulting fees related to one-time system improvements, transaction bonuses, and one-time transition costs incurred to transition to a new storage facility.

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

(4)Transaction Costs - Consists of non-recurring costs directly attributable to the IPO, including IPO-related professional fees and expenses, equity-based compensation costs incurred as a result of the acceleration and modification of equity awards in connection with the IPO, one-time IPO-related transaction bonuses, and investor relations and travel expenses. These items are non-recurring in nature and do not reflect the Company’s ongoing operating performance.

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