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Equity-Based Compensation | 9 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Equity-Based Compensation | 11. EQUITY-BASED COMPENSATION In July 2021, prior to the IPO, the Company adopted the Zevia PBC 2021 Equity Incentive Plan (the “2021 Plan”) under which the Company may grant options, stock appreciation rights, restricted stock units (“RSUs”), restricted stock awards, other equity-based awards and incentive bonuses to employees, officers, non-employee directors and other service providers of the Company and its affiliates. The number of shares available for issuance under the 2021 Plan is increased on January 1 of each year beginning in 2022 and ending with a final increase in 2031 in an amount equal to the lesser of: (i) 5% of the total number of shares of Class A common stock outstanding on the preceding December 31, or (ii) a smaller number of shares determined by the Company’s Board of Directors. In October and November 2021, the Company’s Board of Directors approved an amendment to its equity-based compensation plans for a certain number of employees to allow immediate vesting upon retirement of all outstanding RSUs and stock options, and to extend the exercisability of outstanding stock options up to five years after retirement, if they meet certain conditions, including a resignation after the holder has reached 50 years of age with at least 10 years of service to the Company, so long as the holder provides advance notice of his or her resignation to the Company’s Board of Directors. As of September 30, 2024, the 2021 Plan provides for future grants and/or issuances of up to approximately 2.7 million shares of our common stock. Equity-based awards under our employee compensation plans are made with newly issued shares reserved for this purpose. Stock Options The Company uses a Black-Scholes valuation model to measure stock option expense as of each respective grant date. Generally, stock option grants vest ratably over four years, have a 10-year term, and have an exercise price equal to the fair market value as of the grant date. The fair value of stock options is amortized to expense over the vesting period. The fair value of stock option awards granted during the period was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions:
|  | Nine Months Ended September 30, |
|  | 2024 |  | 2023 |
Stock price |  | $ | 1.36 |  | $ | 2.90 |
Exercise price |  |  | 1.36 |  |  | 2.90 |
Expected term (years) (1) |  |  | 6.25 |  |  | 6.25 |
Expected volatility (2) |  |  | 80.3 | % |  | 65.4 | %
Risk-free interest rate (3) |  |  | 4.1 | % |  | 3.6 | %
Dividend yield (4) |  |  | 0.0 | % |  | 0.0 | %
(1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility for grants issued prior to July 21, 2023 (which is the two-year anniversary of the Company’s IPO) is based on the historical volatility of a selected peer group over a period equivalent to the expected term, and expected volatility for grants issued subsequent to July 21, 2023 is based on historical volatility of the Company’s stock. (3) The risk-free interest rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) We have assumed a dividend yield of zero as the Company has no plans to declare dividends in the foreseeable future. The weighted average grant date fair values for stock options granted for the nine months ended September 30, 2024 and 2023 was $0.98 and $1.81, respectively. The following is a summary of stock option activity for the nine months ended September 30, 2024:
| Shares |  |  | Weighted average exercise price |  |  | Weighted average remaining life |  |  | Intrinsic value (in thousands) |
Outstanding balance as of January 1, 2024 |  | 3,080,903 |  |  | $ | 3.40 |  |  |  |  |  |  |
Granted |  | 338,773 |  |  | $ | 1.36 |  |  |  |  |  |  |
Exercised |  | (99,000 | ) |  | $ | 0.01 |  |  |  |  |  |  |
Forfeited and expired |  | (326,991 | ) |  | $ | 4.02 |  |  |  |  |  |  |
Balance as of September 30, 2024 |  | 2,993,685 |  |  | $ | 3.21 |  |  |  | 7.2 |  |  | $ | 551 |
Exercisable at the end of the period |  | 1,476,280 |  |  | $ | 3.18 |  |  |  | 5.8 |  |  | $ | 551 |
Vested and expected to vest |  | 2,993,685 |  |  | $ | 3.21 |  |  |  | 7.2 |  |  | $ | 551 |
The total intrinsic values of stock options exercised during the nine months ended September 30, 2024 was $0.1 million. As of September 30, 2024, total unrecognized compensation expense related to unvested stock options was $2.3 million, which is expected to be recognized over a weighted-average period of 2.3 years. Restricted Stock Units In March 2021, the Company’s Board of Directors also approved an amendment to the RSUs granted by Zevia LLC in August 2020 (“the RSU Amendment”). The RSU Amendment changed the vesting of such RSUs to occur as follows: (i) in the event of a change of control, the RSUs shall vest effective as of such change of control or (ii) in the event of an initial public offering as in the case of the IPO, the RSUs shall vest in equal monthly installments over a 36-month period following the termination of any lockup period and shall be subject to the participant’s continued employment through such vesting date. Additionally, settlement shall occur within 30 days following the vesting of the RSUs and the participant shall be entitled to receive one share of Class A common stock for each vested RSU. All other terms remained unchanged. As a result of the RSU Amendment, the estimated fair value of the modified awards was $48.9 million and are being recognized as expense over the vesting period subsequent to the performance condition being met. As of September 30, 2024, the remaining service period of the awards is four months. The following is a summary of RSU activity for the nine months ended September 30, 2024:
| Shares |  |  | Weighted average grant date fair value |  |  | Aggregate Intrinsic Value (in thousands) |
Balance unvested shares at January 1, 2024 |  | 2,174,053 |  |  | $ | 3.68 |  |  |  |
Granted |  | 3,275,254 |  |  | $ | 1.23 |  |  |  |
Vested |  | (984,979 | ) |  | $ | 3.98 |  |  |  |
Forfeited |  | (553,575 | ) |  | $ | 2.06 |  |  |  |
Balance unvested at September 30, 2024 |  | 3,910,753 |  |  | $ | 1.78 |  |  | $ | 4,224 |
Expected to vest at September 30, 2024 |  | 3,910,753 |  |  | $ | 1.78 |  |  | $ | 4,224 |
As of September 30, 2024, total unrecognized compensation expense related to unvested RSUs was $5.0 million, which is expected to be recognized over a weighted-average period of 2.6 years. As of September 30, 2024, there were 226,076 of RSUs outstanding which vested in 2022 but are subject to a deferred settlement provision over the next year and therefore have not been released. As a result, these RSUs are not included in the table above.

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