SUJA 10-K & 10-Q changes, risk factors and insider trading

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,asstatements, 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.Prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

GoingNotwithstanding forward,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 disproportionatesignificant growth in the long-term as functional beverages continue to transition from early adoption to mainstream consumption.

In connection with the IPO, the Company completed the Organizationalorganizational Transactionstransactions described underin Note 15, Subsequent Events,1 of the condensed consolidated financial statements and related notes of Suja Life, Inc. included in this Quarterly Report on Form 10-Q.herein.

As a result of the IPO, we will incurincurred 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. TheseSome of these actions are described in more detail in in Note 12 of the Prospectus.condensed consolidated financial statements included herein.

The Emerging Brands segment began producing and distributing products in December of fiscal 2024. For the three and six months ended MarchJune 30,29, 2026 and MarchJune 31,30, 2025, Emerging Brands’ products consist of healthy functional sodas sold under the Slice brand.

Consumer adoption of natural healthy beverages ishas acceleratingaccelerated as wellness becomes a universal priority.priority, although category growth has moderated more recently. According to a Company survey,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.

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

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 areseek drivingto 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.

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%11.6% of net sales growth for the three months ended MarchJune 30,29, 2026, when compared to the three months ended MarchJune 31,30, 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.

We have established ourselves as a strategic acquirer of choice in the NHBNatural 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.

Economic and Competitive Conditions

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.affected, and economic pressures have recently caused consumers to change how and where they spend. Functional and other specialty beverages in particular may bebe, 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.

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:

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.

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.

Comparison of the Three and Six Months Ended MarchJune 30,29, 2026 and MarchJune 31,30, 2025

On a consolidated basis, net sales increased by $19.7$8.7 million, or 22.5%11.6% to $107.1$83.9 million for the three months ended MarchJune 30,29, 2026, from $87.4$75.2 million for the three months ended MarchJune 31,30, 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.

Net sales for Suja Core were $104.9$81.9 million for the three months ended MarchJune 30,29, 2026, an increase of $18.5$7.3 million, or 21.4%,9.8%, from $86.4$74.6 million for the three months ended MarchJune 31,30, 2025. This increase was primarily driven by ana 8.3%6.9% increase in selling units shipment volume attributable to growth in Suja Single Serve Juice and Suja and Vive Shots, andShots reflecting expanded distribution of new products,products and 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.customers. 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 resultedresulting in ana increaseslightly inhigher average net salesprice 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.

Net sales for Emerging Brands were $3.0 million for the three months ended MarchJune 30,29, 2026, an increase of $0.9$1.1 million, or 40.3%,61.2%, from $2.2$1.9 million for the three months ended MarchJune 31,30, 2025. This increase was primarily driven by a 143.0%72.1% increase in selling units shipment volume, reflecting expanded distribution for new products and improved consumer takeaway across several key retail customers. DuringNet sales for Emerging Brands were $6.1 million for the period,six marketingmonths initiativesended centeredJune on29, 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 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.takeaway.

On a consolidated basis, cost of sales increased $9.1$5.1 million, or 20.8%,13.0%, to $52.9$44.7 million for the three months ended MarchJune 30,29, 2026, from $43.8$39.5 million for the three months ended MarchJune 31,30, 2025. On a consolidated basis, cost of sales increased $12.9 million, or 15.2%, to $97.6 million for the six months ended June 29, 2026, from $84.7 million for the six months ended June 30, 2025.

Cost of sales for Emerging Brands was $1.4$1.7 million for both the three months ended MarchJune 30,29, 2026 and March$1.6 31,million for the three months ended June 30, 2025. Cost of sales for Emerging Brands costwas of$3.1 salesmillion remainedfor the samesix asmonths ended June 29, 2026 and $2.9 million for the six months ended June 30, 2025. In each case, lower finished goods costs,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.

On a consolidated basis, gross profit increased by $10.6$3.5 million, or 24.3%9.9% to $54.1$39.2 million for the three months ended MarchJune 30,29, 2026, from $43.5$35.6 million for the three months ended MarchJune 31,30, 2025. On a consolidated basis, gross profit increased by $15.5 million, or 19.9%, to $93.3 million for the six months ended June 29, 2026, from $77.8 million for the six months ended June 30, 2025.

TheFor $0.8the millionthree 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 70%%41% 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%44.1% for the three months ended MarchJune 30,29, 2026, compared to 36.5%16.3% for the three months ended MarchJune 31,30, 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.

Operating expenses and transaction costs for the three months ended June 29, 2026 were $59.7 million, which includes $25.1 million in one-time IPO-related transaction costs. Operating expenses were $34.6 million, an increase of $0.9 million, or 2.6% from $33.8 million for the three months ended June 30, 2025. This increase in operating expenses was primarily due to a $1.6$0.9 million increase in freight expenses, driven by increasesincreased inshipment carrier ratesvolume 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$2.9 million increase in administrative, sales, payroll, and other operating expenses primarily relatingattributable to theselling-related Sujacosts, CoreIT segment,efficiency project implementation costs and personnel, and public company costs, partially offset by a $0.1$3.4 million decrease in marketing spend relatingrelated to general advertising, branding, shopper marketing, samples, and field marketing. Of the decrease in marketing spend, $0.7$3.2 million relates directly to the Emerging Brands segment,segment offset byand a $0.6$0.2 million increasedecrease in marketing spend within the Suja Core segment.

Adjusted EBITDA for the three months ended MarchJune 30,29, 2026 was $25.0$14.6 million, an increase of $10.0$4.9 million, or 66.3%,50.0%, from $15.0$9.8 million for the three months ended MarchJune 31,30, 2025. Adjusted EBITDA for the six months ended June 29, 2026 was $39.7 million, an increase of $14.9 million, or 59.9%, from $24.8 million for the six months ended June 30, 2025.

Suja Core Segment Adjusted EBITDA for the three months ended MarchJune 30,29, 2026 was $26.9$16.0 million, an increase of $8.1$0.5 million, or 43.4%,2.9%, from $18.8$15.5 million for the three months ended MarchJune 31,30, 2025. The increase in Suja Core Adjusted EBITDA was driven by an increase in gross profit of $9.5$2.3 million, or 21.6%,6.3%, as described above, offset by a $1.4$1.9 million increasedecrease 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.

EmergingSuja BrandsCore Segment Adjusted EBITDA loss for the threesix months ended MarchJune 30,29, 2026 was $(1.9)$42.9 million, comparedan toincrease $(3.7)of $8.6 million, or 25.1%, from $34.3 million for the threesix months ended MarchJune 31,30, 2025, with the loss decreasing by $1.8 million period over period.2025. The decreaseincrease in lossSuja Core Adjusted EBITDA was driven by an increase in gross profit of $0.8$13.2 million, or 16.6%, as described above, andoffset by a $1.0$4.6 million decreaseincrease 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.

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 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.

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

(1)TheNon-Recurring Costs - for the three and six months ended MarchJune 30,29, 2026 consists of one-time costs relating to corporate strategy, executive recruiting and consulting relating to the IPO. TheFor the three and six months ended MarchJune 31,30, 20252025, it consists of consulting fees related to one-time system improvements, transaction bonuses, and other one-time transition costs.

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

SujaWe Life, Inc. isare 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.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.

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 MarchJune 30,29, 2026, our principal sourcessource of liquidity werewas our cash andof cash equivalents totaling $27.4$20.6 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.

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 upfronta 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.