SUJA · Suja Life, Inc.

This 8-K documents Suja Life, Inc.’s transition from a private company to a publicly traded entity via its May 8, 2026 IPO — a foundational corporate event with broad implications for governance, capital structure, and investor rights. The filing confirms the successful closing of the underwritten offering of 8.89 million Class A shares at $21.00, establishing the company’s public market entry and enabling future liquidity and access to capital markets. Critically, the issuance of 14.8 million unregistered Class V shares to LP unitholders reflects the dual-class, partnership-holding structure central to the company’s pre-IPO organization — where Class V shares carry voting rights but no dividend entitlement and are exchangeable for Class A shares subject to contractual terms. The appointment of six new independent directors signals an immediate expansion of board oversight capacity, aligning with Nasdaq governance standards for newly public companies. Concurrent adoption of amended charter and bylaws codifies this new governance architecture, including classified board elections, director nomination rights for Paine Schwartz (the principal stockholder), and restrictions on stockholder action post-Board Trigger Date. The suite of ancillary agreements — including the Tax Receivable Agreement, Exchange Agreement, and Director Designation Agreement — collectively lock in long-term economic alignment between the public company and legacy owners, while also embedding control mechanisms and tax-efficiency provisions that will shape shareholder economics for years. These arrangements are not routine disclosures; they define the company’s post-IPO power dynamics, incentive alignment, and structural flexibility — making this filing materially significant for investors assessing governance quality, founder influence, and long-term value distribution.