Celsius Holdings, Inc.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “CELH.” As of February 23, 2026, there were 39 holders of record of our Common Stock. The holders of record as of such date do not include stockholders whose shares were held by banks, brokers and other financial institutions.

Common Stock Split

On November 1, 2023, the Board approved the Forward Stock Split. The split became effective on November 13, 2023 and our Common Stock began trading on a split-adjusted basis on November 15, 2023. Concurrently with the effectiveness of the split, the number of authorized shares of Common Stock increased from 100 million to 300 million, which is proportional to the ratio of the split. Neither the split nor the increase in authorized shares affected any stockholder's ownership percentage of our Common Stock, altered the par value of our Common Stock or modified any voting rights or other terms of the Common Stock. See Note 2. Basis of Presentation and Summary of Significant Accounting Policiesin the notes to our Consolidated Financial Statements contained elsewhere in this Report.

Dividends

Pepsi

On August 1, 2022, we issued 1,466,666 shares of Series A Preferred Stock to Pepsi. On the Closing Date of the Pepsi Transactions, we issued 390,000 shares of Series B Preferred Stock and amended the terms of the Series A Preferred Stock to align key features with the new Series B Preferred Stock. Both series entitle the holder to cumulative quarterly dividends at a rate of 5.0% per annum, payable in cash, in-kind or a combination thereof at our election. Holders also participate in any dividends paid on our Common Stock on an as-converted basis.

For the year ended December 31, 2025, the Company declared and paid $27.5 million in Regular Dividends on the Series A Preferred Stock and $10.1 million in Regular Dividends on the Series B Preferred Stock. There were no cumulative undeclared dividends on either series as of December 31, 2025.

We have never declared or paid cash dividends on our Common Stock and do not expect to do so for the foreseeable future. Any future cash dividends paid on our Common Stock would depend on our financial performance, capital requirements, restrictions contained in our Credit Agreement and other factors deemed appropriate by our Board. Currently, the Company expects to use its net income to invest in the Company's business and operations.

Stock Performance Graph

The information contained in this section shall not be deemed “soliciting material” or to be “filed” with the SEC or incorporated by reference in future filings with the SEC, or otherwise subject to the liabilities under Section 18 of the Exchange Act, except to the extent we specifically incorporate it by reference into such filing. The following information provides a five-year comparison of the cumulative total stockholder return on our Common Stock from December 31, 2020 through December 31, 2025 to the returns of: (i) the S&P 500 Index and (ii) a self-selected peer group. The graph is not and is not intended to be indicative of future performance of our Common Stock.

The graph assumes $100 was invested on December 31, 2020, including reinvestment of dividends. The Company’s self-selected peer group is comprised of: Monster Beverage Corporation, The Coca-Cola Company, Pepsi, Keurig Dr Pepper Inc. and Starbucks Corporation. Cumulative total returns for the companies included in the peer group have been weighted on the basis of the total market capitalization for each company.

Issuer Purchases of Equity Securities

During the quarter ended December 31, 2025, we purchased the following shares of our Common Stock under our share repurchase program and to satisfy employee tax withholding obligations upon the vesting of equity awards:

[1] During the quarter ended December 31, 2025, we repurchased an aggregate of 54,042 shares of Common Stock to satisfy employee tax withholding obligations upon the vesting of equity awards.

[2] In November 2025, the Board approved, and, on November 10, 2025 we publicly announced, a share repurchase program under which we may repurchase up to $300.0 million of our outstanding Common Stock. As of December 31, 2025, $39.8 million had been utilized under this authorization and $260.2 million remained available for repurchase. The program has no expiration date and does not obligate us to repurchase any shares and may be modified, suspended or terminated at any time. Repurchases may be executed in open market or privately negotiated transactions, including transactions executed pursuant to a pre-set trading arrangement intended to satisfy the requirements of Rule 10b5-1(c) of the Exchange Act. See Note 15. Shareholders' Equityin the notes to our Consolidated Financial Statements contained elsewhere in this Report.