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$33.19+3.2%Stored close · as of Nov 9, 2026

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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 9B. Other Information

Rule 10b5-1 Trading Arrangements

From time to time, certain of our executive officers and directors have and we expect they will in the future, enter into, amend and terminate written trading arrangements pursuant to Rule 10b5-1 of the Exchange Act or otherwise. During the quarter ended December 31, 2025, except as set forth below, none of our officers or directors adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Name and Title	Type of Plan	Participant's Adoption Date	Plan Termination Date	Maximum Aggregate Number of Securities	Description of Trading Arrangement
John Fieldly, Chief Executive Officer	10b5-1(c)(1) Trading Plan	November 12, 2025	February 10, 2027	792,406	Sale of shares of common stock (vested stock options or other awards)
Richard Mattessich,Chief Legal Officer	10b5-1(c)(1) Trading Plan	November 18, 2025	December 31, 2026	5,820	Sale of shares of common stock (vested stock options or other awards)

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.