Celsius Holdings, Inc.

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When used in this Quarterly Report on Form 10-Q (this "Report"), unless otherwise indicated, the terms the “Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its subsidiaries.

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When used inthis Quarterly Report, unless otherwise indicated, the terms the “Company,” “Celsius,” “we,” “us” and “our” refer to

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This Report contains forward-looking statements that are based on the current expectations of our Company and management about future events within the meaning of the United States Private Securities Litigation Reform Act of 1995 ("PSLRA"), Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are made in reliance of the safe harbor protections provided thereunder. While we have specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all statements contained in this Report that are not clearly historical in nature, including statements regarding our ability to successfully integrate Alani Nutrition LLC ("Alani Nu"); the strategic investment by and long term partnership with PepsiCo, Inc. ("Pepsi"); anticipated financial performance; management’s plans and objectives for international expansion and future operations globally; the successful development, commercialization, and timing of new products; business prospects; outcomes of regulatory proceedings; market conditions; the current and future market size for existing or new products; any stated or implied outcomes with regards to the foregoing; and other matters are forward-looking.

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This Quarterly Report contains forward-looking statements that are based on the current expectations of our Company and management

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Forward-looking statements and information involve risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements, including without limitation, the risks and uncertainties disclosed or referenced in Part I, Item 1ARisk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Annual Report"). Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this Report that looks toward future performance is based on various factors and important assumptions about future events that may or may not actually occur. As a result, our operations and financial results in the future could differ materially and substantially from those we have discussed in the forward-looking statements included in this Report. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. Such

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Without limiting the generality of the preceding sentences, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation:

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Without limiting the generality of the preceding sentences, any time we use the words “expects,” “intends,” “will,” “anticipates,”

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•Our ability to successfully integrate Alani Nu or other businesses that we may acquire;

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•Our ability to successfully integrate Alani Nu, Rockstar or other businesses that we may acquire;

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•Our ability to achieve the benefits that we expect to realize as a result of the acquisition of Alani Nu;

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•Our ability to achieve the benefits that we expect to realize as a result of the Alani Nu Acquisition, Rockstar Acquisition

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•The potential negative impact that we could realize as a result of the acquisition of Alani Nu;

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•The potential negative impact that we could realize as a result of the Alani Nu Acquisition, Rockstar Acquisition or other

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•Liabilities of Alani Nu that are not known to us;

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•Liabilities of Alani Nu, Rockstar or other businesses that we may acquire that are not known to us;

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•Our ability to successfully achieve the benefits of our acquisition of Big Beverages Contract Manufacturing L.L.C. ("Big Beverages"), a co-packer;

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•Our ability to successfully achieve the benefits of our acquisition of Big Beverages, a co-packer;

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•Our ability to successfully estimate and/or generate demand through the use of third-parties, including celebrities, social media influencers, and others, may expose us to risk of negative publicity, litigation, and/or regulatory enforcement action;

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•Our ability to successfully estimate and/or generate demand through the use of third-parties, including celebrities, social

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•Our ability to successfully expand outside of the United States (“U.S.”) and the impact of U.S. and international laws, including export and import controls and other risk exposure;

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•Our ability to successfully expand outside of the U.S. and the impact of U.S. and international laws, including export and

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•Our ability to successfully complete or manage strategic transactions, successfully integrate and manage our acquired businesses, brands or bottling operations, or successfully realize a significant portion of the anticipated benefits of our joint ventures or strategic relationships;

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businesses, brands or bottling operations, or successfully realize a significant portion of the anticipated benefits of our

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•The impact of any actions by the U.S. Food and Drug Administration (the "FDA") regarding the manufacture, composition/ingredients, packaging, marketing/labeling, storage, transportation, and/or distribution of our products;

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•The impact of any actions by the U.S. Food and Drug Administration regarding the manufacture, composition/ingredients,

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•The impact of any actions by the Federal Trade Commission (the "FTC") on our advertising;

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•The impact of any actions by the Federal Trade Commission on our advertising;

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•The impact of changes in government regulation and our ability to comply with existing regulation concerning energy drinks;

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•The impact of changes in government regulation and our ability to comply with existing regulation concerning energy

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•Those factors contained in this Report under the heading, "Risk Factors".

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•Those factors contained in this Quarterly Report under the heading, "Risk Factors".

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Celsius is a functional energy drink and wellness company operating in the United States and internationally. We currently market two principal brand lines within our portfolio: CELSIUS, our flagship functional energy brand, and Alani Nu, a wellness-focused energy and nutritional product brand that we acquired in April 2025. Together, these brands position the Company to serve a broad and growing base of consumers seeking functional performance, better-for-you formulations, and active lifestyle support.

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Celsius is a functional energy drink company operating in the U.S. and internationally. We currently market three brands within our

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CELSIUS is available in two convenient forms: ready-to-drink and an on-the-go portable powder form. Additionally, we offer our Celsius Essentials line, featuring 16-ounce cans enriched with aminos. In 2025, we introduced CELSIUS® Hydration, a line of zero-sugar hydration powders, featuring electrolytes in a variety of fruit-forward flavors. Our product range is widely available across the U.S. and in select territories in Canada in various retail outlets, including grocery stores, natural product stores, convenience stores, fitness centers, mass retailers, vitamin specialty stores, and through e-commerce platforms. Moreover, our products are offered in select markets in Europe, the Middle East, and the Asia-Pacific region as we have continued to expand our global presence.

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Celsius is available in two convenient forms: ready-to-drink and an on-the-go powder form. Additionally, we offer our CELSIUS

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We engage in various aspects of developing, manufacturing, processing, marketing, selling, and distributing both CELSIUS and Alani Nu branded products. Our operational model strategically relies primarily on co-packers for the manufacture and supply of our products, leveraging their specialized expertise and scalable production capabilities. Additionally, we utilize our in-house manufacturing facility to complement our strategic use of co-packers. This approach allows us to maintain flexibility in responding to market demands and to focus our resources on innovation, marketing, and expanding our distribution channels. We continuously assess and work to optimize our supply chain to ensure quality, consistency, and timely delivery to our customers.

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We engage in various aspects of developing, manufacturing, processing, marketing, selling, and distributing Celsius, Alani Nu and

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The imposition of tariffs including U.S. tariffs imposed or threatened to be imposed on other countries and any tariffs imposed by such countries have impacted and could continue to impact our supply chain, including the cost of certain raw materials and packaging. In addition, any supply chain constraints, inflationary impacts or reduced consumer demand for our products as a result of such tariffs or ongoing macroeconomic uncertainty could impact our results. While tariffs increased certain costs, the aggregate impact was not a key driver of our cost of revenue. As our second quarter benefited from timing of tariff implementation, we currently expect that tariffs may have greater impact in future quarters; however, the rapidly changing landscape around tariffs does not allow us to estimate that impact with reasonable certainty.

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The imposition of tariffs including U.S. tariffs imposed or threatened to be imposed on other countries and anytariffs imposed by such

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On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The legislation introduced a wide array of changes to the U.S. corporate tax system, including permanent extensions of certain provisions of the Tax Cuts and Jobs Act of 2017 and substantial modifications to the international tax regime applicable to U.S. multinational corporations. Key international provisions include changes to the Global Intangible Low-Taxed Income regime, the treatment of foreign tax credits, and interest expense limitations under Section 163(j). While certain provisions take effect in 2025, others are phased in over subsequent years. We are currently evaluating the potential impacts of the OBBBA on our consolidated financial statements. As the legislation was signed into law after the close of our second quarter, no impacts are included in our operating results for either the three or six months ended June 30, 2025.

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On July 4, 2025, the OBBBA was signed into law in the U.S. The legislation introduced a wide array of changes to the U.S. corporate tax

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Fluctuations in market interest rates may cause future cash flows to vary. Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. This can affect both our borrowing costs and the fair value of our debt obligations. We are subject to interest rate risk in connection with the term loan facility, which bears interest at variable rates. For additional information see Note 6. Debt in the notes to the unaudited condensed consolidated financial statements included in this Report.

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Fluctuations in market interest rates may cause future cash flows to vary. Interest rates are highly sensitive to many factors, including

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For the three months ended June 30, 2025, revenue in North America increased by $332.1 million, or 86.9%, compared to the three months ended June 30, 2024. This increase was primarily driven by the acquisition of Alani Nu, which contributed approximately $301.2 million of revenue, driven by the success of the limited time offer programs and strong overall performance. Celsius' core products also contributed to the growth, supported by favorable channel mix, increases in total distribution points, and increased sell-through under the Company’s major distribution partnerships.

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For the three months ended September 30, 2025, revenue in North America increased by$454.9 million, or 184.1%, compared to the

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For the six months ended June 30, 2025, the Company’s effective tax rate was 24.2%, as compared to 20.0% for the same period in 2024.The increase was primarily driven by the absence of excess tax benefits related to stock-based compensation that favorably impacted our effective tax rate in the prior year, combined with additional income tax expense recognized in the current period in relation to these arrangements. This was partially offset by favorable tax benefits from foreign operations. The effective tax rate for the current period exceeded the U.S. federal statutory rate of 21.0% primarily due to non-deductible stock-based compensation and state income taxes. In contrast, the prior-year rate was below the statutory rate, driven by net excess tax benefits associated with stock-based compensation, partially offset by similar disallowed expenses and state taxes.

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three months ended September 30, 2024. The increase was primarily attributable to the Alani Nu Acquisition, which contributed

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European revenue for the three months ended June 30, 2025 was approximately $18.3 million, representing an increase of $1.6 million, or 9.7%, from the three months ended June 30, 2024. Asia-Pacific revenue generated approximately $4.4 million for the three months ended June 30, 2025, with other international markets contributing an additional $2.1 million in revenue for the three months ended June 30, 2025. The growth in the Asia-Pacific region was primarily attributable to the launch of Celsius in Australia and New Zealand.

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million, or 8.9%, from the three months ended September 30, 2024. Asia-Pacific revenue generated approximately$3.5 million for the

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The following table sets forth the amount of revenue by geographical location for the three months ended June 30, 2025 and June 30, 2024:

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The following table sets forth the amount of revenue by geographical location for the three months ended September 30, 2025 and

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For the three months ended June 30, 2025, gross profit increased by $171.8 million to $380.9 million, an increase of 82.1% from $209.1 million for the three months ended June 30, 2024. This increase was driven primarily by the acquisition of Alani Nu. Gross profit margin was 51.5% for the three months ended June 30, 2025 and 52.0% for the three months ended June 30, 2024. Although we observed gross profit margin improvements resulting from material cost savings, and benefits from product mix and scale efficiencies as revenue increased, these positive margin trends were offset by a lower gross profit margin profile of Alani Nu and a one-time inventory valuation step-up adjustment following the acquisition, see Note 5. Acquisitionsin the notes to the unaudited condensed consolidated financial statements.

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$122.2 million for the three months ended September 30, 2024. This increase was driven primarily by the Alani Nu Acquisition. Gross

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An increase of $60.6 million in marketing and selling expense. These increases were primarily due to:

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An increase of$47.9 million in marketing and selling expense. This increase was primarily due to:

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•$29.7 million attributable to Alani Nu, primarily related to sales and marketing employee costs, marketing investments to support brand growth, and storage and distribution expenses associated with the brand’s commercial expansion;

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•$19.3 million attributable to Alani Nu, primarily related to sales and marketing employee costs, marketing investments to

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•$17.5 million in marketing expenses, primarily attributable to the launch of the Live. Fit. Go. campaign, our largest marketing initiative to date, designed to support long-term brand development and international expansion;

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•$17.8 million in marketing expenses, primarily attributable to the ongoing "Live. Fit. Go." campaign, our largest

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•$7.9 million in employee-related costs, primarily due to the Alani Nu acquisition and continued investment in sales and marketing personnel to support strategic growth initiatives; and

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in sales and marketing personnel to support our strategic growth initiatives; and

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•$5.5 million in other selling expenses, including storage and distribution costs associated with expanded sales volume and channel growth.

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•$6.0 million in other selling expenses, including storage and distribution costs associated with expanded sales volume and

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An increase of $62.4 million in administrative expenses. These increases were primarily due to:

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An increase of$32.3 million in administrative expenses. This increase was primarily due to:

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•$16.0 million in acquisition-related costs, primarily legal and professional service fees associated with the Alani Nu acquisition;

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•$15.3 million in acquisition and integration-related costs, primarily consisting of legal and professional service fees

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•$15.8 million attributable to Alani Nu, primarily related to administrative employee costs, amortization of intangible assets, and other general administrative expenses;

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•$12.5 million attributable to Alani Nu, primarily related to administrative employee costs, amortization of intangible

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•$5.1 million in other administrative expenses, including administrative employee related costs, amortization of intangibles, and stock-based compensation.

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•$4.5 million in other administrative expenses, including administrative employee related costs, amortization of

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Total other expense for the three months ended June 30, 2025 was $13.5 million compared to other income of $10.4 million for the three months ended June 30, 2024, reflecting an unfavorable change of $23.9 million. This increase in other expense was primarily driven by $18.1 million of interest expense related to our outstanding debt, whereas no such debt existed in the prior-year period. This was partially offset by interest income earned on cash held in money market accounts.

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Total other expense for the three months ended September 30, 2025 was$8.0 million compared to other income of$11.4 million for the

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For the three months ended June 30, 2025, the Company’s effective tax rate was 22.9%, as compared to 23.7% for the same period in 2024. The year-over-year decline primarily reflects increased tax benefits from foreign operations, partially offset by income tax expense from shortfalls and non-deductible expenses related to issuance of stock awards. The current period’s effective tax rate exceeded the U.S. federal statutory rate of 21.0%, primarily due to non-deductible stock-based compensation expenses and state income taxes. In the prior-year quarter, the rate was similarly elevated above the statutory rate, driven by disallowed stock-based compensation and state taxes, though partially mitigated by windfall tax benefits from stock-based compensation.

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exceeded the U.S. federal statutory rate of 21.0%, primarily due to the aforementioned effects of distributor termination expenses and

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The Company is subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. The Company’s tax returns for tax years beginning 2020 remain subject to potential examination by the taxing authorities.

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We are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. Our tax returns for tax years

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Net income attributed to common stockholders for the three months ended June 30, 2025 was $85.7 million, representing basic earnings per share of $0.33 based on a basic weighted average of 257.8 million shares outstanding. In comparison, for the three months ended June 30, 2024 the Company's net income attributed to common stockholders was $66.7 million, representing basic earnings per share of $0.29 based on a weighted average of 233.2 million shares outstanding. Diluted earnings per share was $0.33 and $0.28 for the three months ended June 30, 2025 and 2024, respectively. The increase in net income attributable to common stockholders for the three months ended June 30, 2025, was primarily driven by higher revenue and gross profit resulting from the Alani Nu acquisition, partially offset by increased SG&A expenses, the inventory valuation step-up adjustment related to such acquisition, interest expense on newly incurred debt, and the contingent consideration.

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per share of$(0.27) based on a basic weighted average of 257.8 million shares outstanding. In comparison, for the three months ended