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.

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.

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.

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.

•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.

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 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.


	Number of awards	Weighted-Average Grant Date Fair Value
Outstanding as of December 30, 2025	—	—
Granted	864,101	$	14.66
Vested	—	—
Forfeited	—	—
Unvested as of June 29, 2026	864,101	$	14.66

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 in three 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.


	Number of RSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 30, 2025	—	—
Granted	83,811	$	21.00
Vested	—	—
Forfeited	—	—
Unvested as of June 29, 2026	83,811	$	21.00

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, 2026		Six Months Ended June 29, 2026
Cost of sales	$	46	$	46
Transaction costs	12,977		13,117
Total stock-based compensation expense	$	13,023	$	13,163

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.