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    Celsius Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

    8/7/25 6:02:35 AM ET
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    Beverages (Production/Distribution)
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    Get the next $CELH alert in real time by email
    celh-20250807
    FALSE0001341766561276-223900013417662025-08-072025-08-07

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM 8-K
    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
    Date of Report (Date of earliest event reported): August 7, 2025
    CELSIUS HOLDINGS, INC.
    (Exact name of registrant as specified in its charter)

    Nevada
    001-3461120-2745790
    (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
    2381 NW Executive Center Drive, Boca Raton, Florida 33431
    (Address of principal executive offices and zip code)
    (561) 276-2239
    (Registrant’s telephone number, including area code)
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading Symbol(s)Name of Each Exchange on Which Registered
    Common Stock, $0.001 par value per shareCELH
    Nasdaq Capital Market
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    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



    Item 2.02 Results of Operations and Financial Condition.

    On August 7, 2025, Celsius Holdings, Inc., a Nevada corporation ("Celsius"), issued an earnings release announcing its financial results for the second quarter and six months ended June 30, 2025 and that Celsius' management team will host a webcast that day at 8:00 a.m. Eastern Time to discuss the financial results with the investment community. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 2.02.

    The webcast may be accessed at https://ir.celsiusholdingsinc.com beginning 15 minutes before the start time.

    Item 7.01 Regulation FD Disclosure.

    The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01. In addition, Celsius is providing a second quarter 2025 investor presentation which it has furnished as Exhibit 99.2 to this Current Report on Form 8-K and which is incorporated by reference in this Item 7.01.

    The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 NoDescription
    99.1
    Press Release, dated August 7, 2025, regarding the Company’s financial results
    99.2
    Investor Presentation, dated August 7, 2025
    104Cover 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: August 7, 2025
    By:
    /s/ John Fieldly
    John Fieldly, Chief Executive Officer

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