Celsius Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
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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.
Sep 30, 2025 · Filed Nov 7, 2025
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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 September 30, 2025
or
o TRANSITION REPORT PURS UANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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 No x
As of October 31, 2025, the regist rant had 257,785,297 sharesof 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 September 30, 2025 and December 31, 2024 (unaudited) | 5 | |
| Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 (unaudited) | 7 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the three and nine months ended September 30, 2025 (unaudited) | 8 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the three and nine months ended September 30, 2024 (unaudited) | 9 | |
| Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (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 | 43 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 52 |
| Item 4. | Controls and Procedures | 53 |
| PART II - OTHER INFORMATION | 54 | |
| Item 1. | Legal Proceedings | 54 |
| Item 1A. | Risk Factors | 54 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 54 |
| Item 3. | Defaults Upon Senior Securities | 54 |
| Item 4. | Mine Safety Disclosures | 54 |
| Item 5. | Other Information | 54 |
| Item 6. | Exhibits | 56 |
| SIGNATURES | 57 | |
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 U.S. Distribution Agreement | Amended and Restated U.S. Distribution Agreement between the Company and Pepsi, 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, 2024, filed with the SEC on March 3, 2025 |
| ASC | Accounting Standards Codification |
| ASC 470 | ASC Topic 470, Debt |
| ASC 480 | ASC Topic 480, Distinguishing Liabilities from Equity |
| ASC 606 | ASC Topic 606, Revenue from Contracts with Customers |
| ASC 805 | ASC Topic 805, Business Combinations |
| ASC 820 | ASC Topic 820, Fair Value Measurement |
| 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. |
| 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 |
| Credit Agreement | Credit Agreement, dated April 1, 2025, with UBS AG, Stamford Branch, as administrative and collateral agent |
| DLOM | Discount for lack of marketability |
| EPS | Earnings per share |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| FASB | Financial Accounting Standards Board |
| First Refinancing Amendment | First refinancing amendment to the Credit Agreement |
| Forward Stock Split | Three-for-one split of the Company’s common stock on November 13, 2023 |
| OBBBA | One Big Beautiful Bill Act |
| Original Distribution Agreement | Original distribution agreement between the Company and Pepsi, dated August 1, 2022 |
| 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 |
| Pepsi | PepsiCo, Inc. |
| 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 September 30, 2025 filed with the SEC on November 7, 2025 |
| 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 |
MASTER GLOSSARY
| Term | Definition |
|---|---|
| Revolving Credit Facility | The Company's revolving credit facility in an aggregate principal amount of up to $100.0 million |
| Rockstar | The Rockstar brand 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 |
| Series B Purchase Agreement | Agreement under which the Company issued and sold shares of Series B Convertible Preferred Stock to Pepsi |
| 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 |
| Ten-Day VWAP | Ten-day volume weighted average price of the Company’s common stock |
| Term Loan Facility | The Company's term loan facility 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 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.