Equity |
6 Months Ended |
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Jun. 29, 2026 | |
| Equity [Abstract] | |
| Equity | 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 carries one 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 carries one 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.
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