Celsius Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure
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| Item 7.01 | Regulation FD Disclosure. |
On November 10, 2025, Celsius Holdings, Inc., a Nevada corporation (the “Company”), issued a press release announcing that the Company’s Board of Directors (the “Board”) approved a share repurchase program, pursuant to which the Company may repurchase up to $300.0 million of shares of its common stock, par value $0.001 per share. Share repurchases, if any, may be executed through various means, including open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act of 1934, as amended (the “Exchange Act”), privately negotiated transactions, pursuant to accelerated share repurchase transactions, or other available means. The share repurchase program does not obligate the Company to purchase any shares and has no expiration date. Authorization for the share repurchase program may be modified, suspended or terminated by the Board in its discretion at any time.
A copy of the press release announcing the share repurchase program is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No |
Description | |
| 99.1 | Press Release issued by Celsius Holdings, Inc. on November 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELSIUS HOLDINGS, INC. | ||||||
| Date: November 10, 2025 | By: | /s/ Jarrod Langhans | ||||
| Jarrod Langhans, Chief Financial Officer | ||||||