Celsius Holdings Inc

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 29, 2024

CELH$32.80-1.2%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Contents

Cover page Cautionary Statements Regarding Forward-Looking Statements

Part I

Item 1. Business Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments (no text here)

Item 1C. Cyberse curity Item 2. Properties Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures (no text here)

Part II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. [Reserved] (no text here)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure (no text here)

Item 9A. Controls and Procedures Item 9B. Other Information

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections (no text here)

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation (no text here)

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (no text here)

Item 13. Certain Relationships and Related Transactions, and Director Independence (no text here)

Item 14. Principal Accountant Fees and Services (no text here)

Part IV

Item 15. Exhibit and Financial Statement Schedules Item 16. Form 10-K Summary Signatures Report of Independent Registered Public Accounting Firm Ernst & Young LLP (PCAOB ID:Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Cash Flows for the years ended December 31, 202 and Notes to Consolidated Financial Statements

Item 15. Exhibit and Financial Statement Schedules

(a)The following documents are filed as part of this Report:

(1)Financial Statements. The following consolidated financial statements and the report of our independent registered public accounting firm are filed as Item 8. Financial Statements and Supplementary Dataof this Report:

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)

(2)Financial Statement Schedules.

All financial statement schedules called for under Regulation S-X are omitted because the information is not required under the related instructions or the required information is shown in the financial statements or notes thereto, or included elsewhere in this Report.

(3)Exhibits.

See Index to Exhibits.

Index to Exhibits

Exhibit · Incorporated by Reference
Number	Exhibit Description	Form	Exhibit	Filing Date
3.1* · Composite Articles of Incorporation of Celsius Holdings, Inc.
3.2	Amended and Restated Bylaws, as amended	10-Q	3.2	8/9/2022
4.1*	Description of Capital Stock
10.1†	Amended 2006 Incentive Stock Plan	10-12G	10.3	7/22/2016
10.2†	2015 Incentive Stock Plan	10-12G	10.4	7/22/2016
10.3†*	First Amendment to 2015 Incentive Stock Plan dated October 29, 2020
10.4†*	Form of Restricted Stock Unit Award Grant Agreement
10.5†*	Form of Performance Stock Unit Award Grant Agreement
10.6†*	Employment Agreement between the Company and John Fieldly effective January 1, 2024
10.7†	Employment Agreement between the Company and Jarrod Langhans effective January 1, 2024	8-K	10.1	2/2/2024
10.8	Securities Purchase Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.	10-Q	10.1	8/9/2022

10.9	Form of Lock-Up Agreement	10-Q	10.2	8/9/2022
10.10	Registration Rights Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.	10-Q	10.3	8/9/2022
10.11	Distribution Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.	10-Q	10.4	8/9/2022
10.12	Channel Transition Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.	10-Q	10.5	8/9/2022
21.1*	Subsidiaries of Registrant
23.1*	Consent of Ernst & Young LLP
31.1*	Section 302 Certification by Chief Executive Officer
31.2*	Section 302 Certification by Chief Financial Officer
32.1**	Section 906 Certification by Chief Executive Officer
32.2**	Section 906 Certification by Chief Financial Officer
97.1†*	Celsius Holdings, Inc. Mandatory Recovery of Compensation Policy
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page of this Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included within the Exhibit 101 attachment)

*Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan arrangement.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.