celh-20260331

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

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 of incorporation or organization)						(I.R.S. Employer Identification 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 No o

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 No o

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). Yes o No x

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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Celsius Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

(Unaudited)



	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	549,201	$	398,866
Restricted cash	—		141,121
Accounts receivable-net[1]	832,373		755,499
Inventories-net	364,146		337,698
Prepaid expenses and other current assets[2]	69,086		128,806
Deferred other costs-current[3]	49,472		49,164
Total current assets	1,864,278		1,811,154

Property, plant and equipment-net	96,783		87,910
Customer relationships-net	105,494		111,604
Brands-net	1,280,264		1,280,311
Goodwill	919,793		917,560
Deferred other costs-non-current[3]	759,081		771,635
Deferred tax assets	86,448		96,013
Other long-term assets	45,452		43,434
Total Assets	$	5,157,593	$	5,119,621

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable[4]	$	198,225	$	137,930
Accrued expenses[5]	278,013		230,721
Income taxes payable	64,447		49,612
Accrued distributor termination fees	39,990		264,088
Accrued promotional allowance[6]	401,084		307,922
Contingent consideration	—		25,000
Deferred revenue-current[7]	26,869		26,988
Other current liabilities	42,705		36,465
Total current liabilities	1,051,333		1,078,726

Long-term debt	668,881		669,926
Deferred revenue-non-current[3]	395,279		401,155
Other long term liabilities	31,363		28,372
Total Liabilities	2,146,856		2,178,179

Commitments and contingencies (Note 15)

Mezzanine equity:
Series A convertible preferred stock, $0.001 par value per share, 1,467 shares issued and outstanding as of both March 31, 2026 and December 31, 2025 [3]	852,355		852,355
Series B convertible preferred stock, $0.001 par value per share, 390 shares issued and outstanding as of both March 31, 2026 and December 31, 2025 [3]	907,620		907,620
Stockholders’ equity:
Common Stock, $0.001 par value per share; 400,000 shares authorized; 258,601 shares issued and 256,549 shares outstanding as of March 31, 2026; and 258,108 shares issued and 256,906 shares outstanding as of December 31, 2025.	101		101
Treasury stock, at cost; 2,052 shares and 1,202 shares as of March 31, 2026 and December 31, 2025, respectively	(81,121)		(48,226)
Additional paid-in capital	1,058,144		1,050,518
Accumulated other comprehensive income	1,619		3,162
Retained earnings	272,019		175,912
Total Stockholders’ Equity	1,250,762		1,181,467
Total Liabilities, Mezzanine Equity and Stockholders’ Equity	$	5,157,593	$	5,119,621

[1] Includes $378.4 million and $349.1 million from a related party as of March 31, 2026 and December 31, 2025, respectively.

[2] Includes no amounts from a related party as of March 31, 2026 and $64.2 million from a related party as of December 31, 2025.

[3] Amounts in this line item are associated with a related party for all periods presented.

[4] Includes $38.5 million and $28.6 million due to a related party as of March 31, 2026 and December 31, 2025, respectively.

[5] Includes $3.3 million and $1.8 million due to a related party as of March 31, 2026 and December 31, 2025, respectively.

[6] Includes $197.0 million and $128.9 million due to a related party as of March 31, 2026 and December 31, 2025, respectively.

[7] Includes $25.8 million and $26.3 million due to a related party as of March 31, 2026 and December 31, 2025, respectively.

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements

Celsius Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Revenue[1]	$	782,615	$	329,276
Cost of revenue[2]	404,548		156,903
Gross profit	378,067		172,373
Selling, general and administrative expenses[3]	234,647		120,342
Distributor termination fees	4,427		—
Income from operations	138,993		52,031

Other (expense) income:
Interest income	2,992		7,846
Interest expense	(11,843)		—
Other, net [4]	7,394		1,116
Total other (expense) income	(1,457)		8,962

Net income before provision for income taxes	137,536		60,993

Provision for income taxes	(27,437)		(16,574)
Net income	$	110,099	$	44,419

Dividends on convertible Preferred Stock[5]	(13,993)		(6,781)
Income allocated to participating Preferred Stock[5]	(11,026)		(3,219)
Net income attributable to common stockholders	$	85,080	$	34,419

Other comprehensive income:
Foreign currency translation (loss) gain, net of income tax	(1,543)		2,249
Comprehensive income	$	83,537	$	36,668

Earnings per share:
Basic	$	0.33	$	0.15
Diluted	$	0.33	$	0.15
Weighted average shares outstanding:
Basic	257,012		235,191

SEC Form 10-Q filed by Celsius Holdings Inc.