Celsius Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-34611
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 20-2745790 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 2381 NW Executive Center Drive, Boca Raton, Florida | 33431 |
| (Address of principal executive offices) | (Zip Code) |
(561) 276-2239
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | CELH | Nasdaq Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | o |
|---|---|---|---|
| Non-accelerated filer | o | Smaller reporting company | o |
| Emerging growth company | o | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox
As of April 30, 2026 the registrant had 255,640,360 shares of Common Stock, $0.001 par value per share, outstanding.
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| PART I - FINANCIAL INFORMATION | 5 | |
| Item 1. | Financial Statements | 5 |
| Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (unaudited) | 5 | |
| Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2026 and 2025 (unaudited) | 7 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the three months ended March 31, 2026 (unaudited) | 8 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the three months ended March 31, 2025 (unaudited) | 9 | |
| Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited) | 10 | |
| Notes to the Condensed Consolidated Financial Statements (unaudited) | 12 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 42 |
| Item 4. | Controls and Procedures | 43 |
| Part II - OTHER INFORMATION | 44 | |
| Item 1. | Legal Proceedings | 44 |
| Item 1A. | Risk Factors | 44 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 44 |
| Item 3. | Defaults Upon Senior Securities | 44 |
| Item 4. | Mine Safety Disclosures | 44 |
| Item 5. | Other Information | 45 |
| Item 6. | Exhibits | 46 |
| SIGNATURES | 47 | |
MASTER GLOSSARY
| Term | Definition |
|---|---|
| 2015 Plan | The Celsius Holdings, Inc. 2015 Stock Incentive Plan |
| 2025 Plan | The Celsius Holdings, Inc. 2025 Omnibus Incentive Compensation Plan |
| A&R Canada Distribution Agreement | Amended and Restated Distribution Agreement between the Company and Pepsi, including Pepsi's affiliates, select territories in Canada, entered into in August 2025 |
| A&R Distribution Agreements | Collectively, the A&R Canada Distribution Agreement and the A&R U.S. Distribution Agreement |
| A&R U.S. Distribution Agreement | Amended and Restated Distribution Agreements between the Company and Pepsi, including Pepsi's affiliates, covering the U.S. (excluding Puerto Rico and the U.S. Virgin Islands), entered into in August 2025 |
| Alani Nu | Alani Nutrition LLC, a wholly owned subsidiary of the Company |
| Alani Nu Acquisition | The Company's acquisition of Alani Nu on April 1, 2025 |
| Annual Report | The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 2, 2026 |
| ASC | Accounting Standards Codification |
| ASC 606 | ASC Topic 606, Revenue from Contracts with Customers |
| ASC 805 | ASC Topic 805, Business Combinations |
| ASU | Accounting Standards Update |
| Big Beverages | Big Beverages Contract Manufacturing, L.L.C., a wholly owned subsidiary of the Company |
| Board | Board of Directors of Celsius Holdings, Inc. |
| Captaincy | An enhanced, long-term arrangement according to which Pepsi uses commercially reasonable efforts to sell and distribute the Company’s products in the U.S. |
| Certificates of Designation | The Series A Certificate and the Series B Certificate, collectively |
| Closing Date of Alani Nu | April 01, 2025 |
| Closing Date of the Pepsi Transactions | August 28, 2025 |
| CODM | Chief Operating Decision Maker, which is the Company's Chief Executive Officer |
| Common Stock | The Company's common stock, par value $0.001 per share |
| Company | Celsius Holdings, Inc., a Nevada corporation |
| Consolidated Derivative Action | A single combined stockholder derivative action filed by the same stockholders who previously filed the Dobler and Stoyanoff derivative actions. |
| Credit Agreement | Credit Agreement, dated April 1, 2025, with UBS AG, Stamford Branch, as administrative and collateral agent, as amended by the First Refinancing Amendment and as may be further amended, restated, supplemented or otherwise modified from time to time. |
| DCA | District Court of Appeal |
| DLOM | Discount for lack of marketability |
| Dobler Derivative Action | Derivative action filed by stockholder Kurt Dobler |
| Eniva | Eniva USA, Inc. |
| EPS | Earnings per share |
| ESPP | Employee Stock Purchase Plan |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| FASB | Financial Accounting Standards Board |
| First Refinancing Amendment | First refinancing amendment to the Credit Agreement on October 2, 2025. |
| Flannery Derivative Action | Derivative action filed by stockholder Suzanne Flannery |
| Forward Stock Split | Three-for-one split of the Company’s common stock on November 13, 2023 |
| ICFR | Internal control over financial reporting |
| Murphy Derivative Action | Derivative action filed by stockholder David Murphy |
| OBBBA | One Big Beautiful Bill Act |
| Original Canadian Distribution Agreement | Original distribution agreement between the Company and The Pepsi Bottling Group (Canada), ULC, dated August 9, 2023 |
| Original Purchase Agreement | Original securities purchase agreement between the Company and Pepsi, dated August 1, 2022 |
| Original Transition Agreement | Original channel transition agreement between the Company and Pepsi, dated August 1, 2022 |
| Original U.S. Distribution Agreement | Original distribution agreement between the Company and Pepsi, dated August 1, 2022 |
| Pepsi | PepsiCo, Inc. and its subsidiaries |
MASTER GLOSSARY
| Term | Definition |
|---|---|
| Pepsi Transactions | The Captaincy together with the Rockstar Acquisition |
| PIK Dividends | Paid-in-kind Dividends |
| Pillar Two | Tax legislation enacted by the Organization for Economic Co-operation and Development |
| Preferred Stock | Series A Preferred Stock together with the Series B Preferred Stock |
| PSU | Performance Stock Units |
| Quarterly Report | The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed with the SEC on May 7, 2026 |
| Redemption Price | The applicable amount that the Company would pay to redeem a share of Preferred Stock, including all accrued and unpaid dividends per share. |
| Regular Dividends | Recurring dividends declared on the Preferred Stock in accordance with the Certificates of Designation |
| Revolving Credit Facility | The Company's revolving credit facility under the Credit Agreement in an aggregate principal amount of up to $100.0 million |
| Rockstar | The Rockstar brand (and the related brands and sub-brands) in the U.S. (excluding Virgin Islands and Puerto Rico) and Canada |
| Rockstar Acquisition | The Company's acquisition from Pepsi on August 28, 2025 of certain assets and liabilities comprising Rockstar under the Transaction Agreement |
| RSU | Restricted Stock Units |
| rTSR | Relative total stockholder return |
| SEC | U.S. Securities and Exchange Commission |
| Securities Act | The Securities Act of 1933, as amended |
| Securities Class Action | The consolidation of the two putative securities class actions |
| Sellers | The sellers of Alani Nu |
| Series A Certificate | Series A Preferred Stock Certificate of Designation |
| Series A Preferred Stock | The Company's Series A Convertible Preferred Stock |
| Series B Certificate | Series B Preferred Stock Certificate of Designation |
| Series B Preferred Stock | The Company's Series B Convertible Preferred Stock |
| Series B Purchase Agreement | Agreement under which the Company issued and sold shares of Series B Convertible Preferred Stock to Pepsi |
| SOFR | Secured Overnight Financing Rate |
| State Court Derivative Actions | The Flannery Derivative Action together with the Sunny Derivative Action and Murphy Derivative Action |
| Stoyanoff Derivative Action | Derivative action filed by stockholder Mark Stoyanoff |
| Sunny Derivative Action | Derivative action filed by stockholder Shadia Khan Sunny |
| Ten-Day VWAP | Ten-day volume weighted average price of the Company’s common stock |
| Term Loan Facility | The Company's term loan facility under the Credit Agreement in an aggregate principal amount of up to $900.0 million |
| Transaction Agreement | The agreement pursuant to which the Company consummated the Rockstar Acquisition and commenced the Captaincy |
| U.S. | United States of America |
| U.S. GAAP | Generally accepted accounting principles in the United States of America |
| U.S. STRIPS Rate | Yield on U.S. Treasury STRIPS, which stands for: Separate Trading of Registered Interest and Principal of Securities |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.