Celsius Holdings, Inc.

For the period ended Dec 31, 2025. Filed Mar 2, 2026.

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.

FY2025 · Filed Mar 2, 2026

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. Cybersecurity Item 2. Properties Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures (no text here)

Part II

Item 5. Principal Market

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, 2025 and 2024 Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 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 Data of this Report:

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the years ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

(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
2.1+#	Membership Interest Purchase Agreement dated as of February 20, 2025	8-K	2.1	2/20/2025
3.1	Composite Articles of Incorporation of Celsius Holdings, Inc.	10-Q	3.1	11/7/2025
3.2	Second Amended and Restated Bylaws	10-Q	3.2	8/6/2024
3.3	Certificate of Designation of Series B Convertible Preferred Stock of Celsius Holdings, Inc.	8-K	3.1	8/29/2025
3.4	Certificate of Amendment to Designation of the Series A Convertible Preferred Stock of Celsius Holdings, Inc.	8-K	3.2	8/29/2025
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-K	10.3	2/29/2024

10.4†	Form of Restricted Stock Unit Award Grant Agreement	10-K	10.4	2/29/2024
10.5†	Form of Performance Stock Unit Award Grant Agreement	10-K	10.5	2/29/2024
10.6†	Employment Agreement between the Company and John Fieldly effective January 1, 2024	10-K	10.6	2/29/2024
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+	Channel Transition Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.	10-Q	10.5	8/9/2022
10.11†	Employment Offer Letter, dated April 12, 2021, between the Company and Paul Storey	10-Q	10.4	5/7/2024
10.12†	Employment Offer Letter, dated October 9, 2020, between the Company and Tony Guilfoyle	10-Q	10.5	5/7/2024
10.13†	Amendment to Employment Offer Letter, dated February 1, 2023, between the Company and Tony Guilfoyle	10-Q	10.6	5/7/2024
10.14†	Form of Indemnification Agreement	10-Q	10.1	8/6/2024
10.15†	First Amendment, effective August 1, 2024, to the Employment Agreement Between the Company and Jarrod Langhans, dated February 2, 2024	10-Q	10.2	8/6/2024
10.16†	Executive Severance Pay Plan and Summary Plan Description	10-Q	10.3	8/6/2024
10.17†	Form of Executive Change in Control and Indemnity Agreement	10-Q	10.4	8/6/2024
10.18†	Form of Restricted Stock Grant Agreement for certain employees of the Company	10-Q	10.5	8/6/2024
10.19†	Employment Offer Letter, dated October 2, 2023, between the Company and Richard Mattessich	10-Q	10.1	5/5/2025
10.20†	Severance and Change in Control Agreement, dated January 18, 2024, between the Company and Richard Mattessich	10-Q	10.2	5/5/2025
10.21	Registration Rights Agreement, dated April 1, 2025, by and among Celsius Holdings, Inc., Alani Holdings, LLC, Max Clemons and Trey Steiger	8-K	10.1	4/1/2025
10.22+#	Credit Agreement, dated April 1, 2025, by and among Celsius Holdings, Inc., Celsius, Inc., the lenders party thereto from time to time, UBS Securities LLC, Goldman Sachs Bank USA and Wells Fargo Securities LLC, as joint lead arrangers and joint bookrunners, and UBS AG, Stamford Branch, as the administrative agent and the collateral agent	8-K	10.2	4/1/2025
10.23†	Celsius Holdings, Inc. 2025 Omnibus Incentive Compensation Plan	DEF 14A	Annex C	4/14/2025

10.24†	Celsius Holdings, Inc. 2025 Employee Stock Purchase Plan	DEF 14A	Annex D	4/14/2025
10.25†	Form of Restricted Stock Unit Award Agreement	10-Q	10.5	8/8/2025
10.26†	Form of Performance-Based Restricted Stock Unit Award Agreement	10-Q	10.6	8/8/2025
10.27#	Securities Purchase Agreement, dated as of August 28, 2025, by and between Celsius Holdings, Inc. and PepsiCo., Inc.	8-K	10.1	8/29/2025
10.28	Amended and Restated Registration Rights Agreement, dated as of August 28, 2025, by and between Celsius Holdings, Inc. and PepsiCo, Inc.	8-K	10.2	8/29/2025
10.29+#	Transaction Agreement, dated as of August 28, 2025, by and between Celsius Holdings, Inc., and PepsiCo., Inc.	8-K	10.3	8/29/2025
10.30+#	Amended and Restated Distribution Agreement, dated as of August 28, 2025, by and among Celsius, Inc., Alani Nutrition LLC, Celsius Brands LLC, PepsiCo., Inc., and, solely with respect to Section 9, Celsius Holdings, Inc.	8-K	10.4	8/29/2025
10.31*†	Employment Offer Letter, dated February 13, 2025, between the Company and Eric Hanson
19.1	Celsius Holdings, Inc. Insider Trading Policy	10-K	19.1	3/3/2025
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	10-K	97.1	2/29/2024
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, 2025, formatted in Inline XBRL (included within the Exhibit 101 attachment)

*Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan arrangement.

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this exhibit have been omitted because the Company customarily and actually treats the omitted portions as private or confidential, and such portions are not material and would likely cause competitive harm to the Company if publicly disclosed. The Company will supplementally provide a copy of an unredacted copy of this exhibit to the U.S. Securities and Exchange Commission or its staff upon request.

Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601 (a)(5) of Regulation S-K. The company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the U.S. Securities and Exchange Commission or its staff upon request.

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