Celsius Holdings, Inc.

Previous wording

When used in this Quarterly Report, unless otherwise indicated, the terms the “Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its consolidated subsidiaries.

Current wording

When used in this Quarterly Report, unless otherwise indicated, the terms the “Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its consolidated subsidiaries. Definitions of key terms can be found in the Master Glossary. Unless otherwise noted, tabular dollars are presented in thousands, except per share amounts.

Previous wording

This Quarterly Report contains forward-looking statements that are based on the current expectations of our Company about future events within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are made in reliance on 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 Quarterly Report that are not clearly historical in nature, including statements regarding our ability to successfully integrate Alani Nu and Rockstar; the strategic investment by and long-term partnership with Pepsi, including our responsibilities under the Captaincy and the A&R Distribution Agreements; 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 or actions; market conditions; the current and future market size for existing or new products; the impact of macroeconomic conditions, tariff policies and supply chain constraints or cost increases; potential effects of emerging climate-related disclosure laws such as California’s Climate Accountability Package; ongoing and potential litigation matters; the impact of third parties attempting to replicate our product attributes; and any stated or implied outcomes with regard to the foregoing, including future tax changes under the OBBBA; and other matters are forward-looking.

Current wording

This Quarterly Report contains forward-looking statements that are based on the current expectations of our Company about future events within the meaning of the Private Securities Litigation Reform Act of 1995. 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 Quarterly Report that are not clearly historical in nature are forward-looking.

Previous wording

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:

Current wording

These forward-looking statements can be identified by words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and their negative or other variations or comparable terminology. Through the use of such words 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 from those expressed in our forward-looking statements include, without limitation:

Previous wording

•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;

Current wording

•Our ability to successfully estimate demand and/or generate demand through the use of third parties, including celebrities and social media influencers, and the risk of negative publicity, litigation or regulatory enforcement action arising from such relationships;

Previous wording

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

Current wording

•Our ability to successfully expand outside of the U.S., execute management’s plans and objectives for future international operations and the impact of U.S. and international laws, including export and import controls and other risk exposure;

Previous wording

•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;

Current wording

•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 strategic transactions;

Previous wording

•Our ability to protect our brand, trademarks, proprietary rights and our other intellectual property, and the impact of third parties attempting to create lower-cost products that attempt to replicate our product attributes;

Current wording

•Our ability to protect our brand, trademarks, proprietary rights and our other intellectual property, and the impact of third parties attempting to create products that attempt to replicate our product attributes;

Previous wording

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 1A Risk Factorsof our Annual Report. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this Quarterly 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 Quarterly 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.

Current wording

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 1A Risk Factorsand Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operationsof our Annual Report. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this Quarterly 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 Quarterly 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.

Previous wording

CELSIUS® is a functional energy brand offering products across a range of formats, including ready-to-drink, on-the-go powder and hydration, designed to support active and wellness-oriented lifestyles for consumers who are 18 years and older. 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.

Current wording

CELSIUS® is a functional energy brand offering products across a range of formats, including ready-to-drink, on-the-go powder and hydration, designed to support active and wellness-oriented lifestyles for consumers who are 18 years and older. Our products are widely available throughout the U.S. and in select Canadian territories across a broad range of 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.

Previous wording

Rockstar Energy further strengthens our total energy portfolio by adding both full-sugar and zero-sugar offerings that complement our existing brands. With established brand equity, Rockstar enhances our ability to serve core energy consumers who are 18 years and older. Together, our brands enable a portfolio-led approach to serving diverse consumer preferences across performance, lifestyle and traditional energy occasions.

Current wording

Rockstar Energy strengthens our total energy portfolio by adding both full-sugar and zero-sugar offerings that complement our existing brands. With established brand equity, Rockstar enhances our ability to serve core energy consumers who are 18 years and older.

Previous wording

Building on the long-term distribution arrangement that we originally established with Pepsi in August 2022, we entered into a series of transactions on the Closing Date of the Pepsi Transactions that expanded our strategic partnership. These included (i) the Rockstar Acquisition, (ii) the issuance of Series B Preferred Stock and amendment of the existing Series A Preferred Stock and (iii) the execution of the A&R Distribution Agreements, which designate Pepsi as the primary distributor of our Alani Nu and Rockstar products in the U.S. and Canada. Under the enhanced commercial arrangement, Pepsi has agreed to use its commercially reasonable efforts to sell and distribute our full portfolio of products in the U.S. in accordance with the Captaincy.

Current wording

Building on the long-term distribution arrangement that we originally established with Pepsi in August 2022, we entered into a series of transactions on the Closing Date of the Pepsi Transactions that expanded our strategic partnership. These included (i) the Rockstar Acquisition, (ii) the issuance of Series B Preferred Stock and amendment of the existing Series A Preferred Stock and (iii) the execution of the A&R Distribution Agreements, which designate Pepsi as the primary distributor of our Alani Nu and Rockstar products in the U.S. and Canada. Under the enhanced commercial arrangement, Pepsi has agreed to use commercially reasonable efforts to sell and distribute our full portfolio of products in the U.S. in accordance with the Captaincy.

Previous wording

European revenues for the three months ended March 31, 2026 were approximately $25.4 million, representing an increase of $6.7 million, or 35.9%, compared to the three months ended March 31, 2025. Asia-Pacific revenues generated approximately $7.0 million for the three months ended March 31, 2026, with other international markets contributing an additional $3.0 million in revenue for the same period. Our international markets have continued to expand, driven by new market launches and continued investment in distribution, marketing and strategic partnerships to support long-term growth.

Current wording

For the three months ended June 30, 2026, revenue was approximately $817.9 million, an increase of $78.6 million or 10.6%, from $739.3 million for the three months ended June 30, 2025. Revenue in North America was approximately $790.7 million, representing 96.7% of total revenue for the three months ended June 30, 2026. International revenue was $27.2 million, an increase of 9.8% from the prior year period. Our international markets have continued to expand, driven by new market launches and continued investment in distribution, marketing and strategic partnerships to support long-term growth.

Previous wording

For the three months ended March 31, 2026, gross profit increased by $205.7 million to $378.1 million, an increase of 119.3%, from $172.4 million for the three months ended March 31, 2025. Gross profit margin decreased to 48.3% for the three months ended March 31, 2026 from 52.3% for the three months ended March 31, 2025. The decrease in gross profit margin was primarily driven by increased promotional activity as a percentage of revenue and increased aluminum costs. Freight costs also contributed to margin compression, driven by integration-related freight disruptions, increased freeze protection and tariffs.

Current wording

For the three months ended June 30, 2026, gross profit increased by $12.8 million to $393.7 million, an increase of 3.4%, from $380.9 million for the three months ended June 30, 2025. Gross profit margin decreased to 48.1% for the three months ended June 30, 2026 from 51.5% for the three months ended June 30, 2025. The decrease in gross profit margin was primarily driven by higher promotional and incentive activity as a percentage of revenue and channel mix. This decrease was partially offset by ongoing improvements from our integration of acquired businesses and the absence of inventory step-up expense in 2026 related to the Alani Nu Acquisition.

Previous wording

For the three months ended March 31, 2026, we recorded $4.4 million of distributor termination fees related to the termination of certain former Alani Nu distributors, primarily reflecting adjustments to previously accrued amounts based on information that was not available as of December 31, 2025. There were no such expenses for the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2026, we recorded $80.9 million of distributor termination fees related to the termination of certain former Alani Nu distributors primarily in connection with the Channel Transition Amendment. There were no comparable expenses during the three months ended June 30, 2025.

Previous wording

The effective income tax rate for the three months ended March 31, 2026 was 19.9% compared to 27.2% in the comparable prior year period. The decrease in the effective tax rate was due primarily to foreign tax credit utilization and windfall tax benefits on the vesting of restricted stock. The effective tax rate for the three months ended March 31, 2026 varied from the U.S. statutory rate due primarily to the geographical mix of earnings and permanent tax differences related to stock compensation.

Current wording

The effective income tax rate for the three months ended June 30, 2026 was 20.5% compared to 22.9% in the comparable prior year period. The decrease in the effective tax rate was due primarily to increased income in tax jurisdictions with lower tax rates than the U.S. and permanent differences related to stock compensation. The effective tax rate for the three months ended June 30, 2026 varied from the U.S. statutory rate due primarily to the jurisdictional mix of earnings and permanent tax differences related to stock compensation.

Previous wording

Net income attributable to common stockholders for the three months ended March 31, 2026 was $85.1 million, representing basic EPS of $0.33 based on a basic weighted average of 257.0 million shares outstanding. In comparison, for the three months ended March 31, 2025, net income attributable to common stockholders was $34.4 million, representing basic EPS of $0.15 based on a weighted average of 235.2 million shares outstanding. Diluted EPS was $0.33 and $0.15 for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Net income attributable to common stockholders for the three months ended June 30, 2026 was $36.4 million, representing basic EPS of $0.14 based on a basic weighted average of 254.8 million shares outstanding. In comparison, for the three months ended June 30, 2025, net income attributable to common stockholders was $85.7 million, representing basic EPS of $0.33 based on a weighted average of 257.8 million shares outstanding. Diluted EPS was $0.14 and $0.33 for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Selling, general and administrative expenses for the three months ended March 31, 2026 were $234.6 million, an increase of $114.3 million, or 95.0%, from $120.3 million for the three months ended March 31, 2025. The increase was primarily driven by incremental costs associated with the expansion of our portfolio from one brand to three brands, including increased investment in brand awareness and marketing initiatives, higher employee and professional service costs and other expenses associated with supporting and marketing three brands. The current period also included acquisition-related transition, integration, and intangible asset amortization costs that were not present in the prior year period. Additionally, the current period reflected charges of $25.5 million related to an ongoing legal matter. These increases were partially offset by a decrease in deal and transaction costs that were higher in the prior year in connection with completing the Alani acquisition.

Current wording

Selling, general and administrative expenses for the six months ended June 30, 2026 were $472.2 million, an increase of $114.0 million, or 31.8%, from $358.2 million for the six months ended June 30, 2025. The increase was primarily driven by incremental costs associated with the expansion of our portfolio from one brand to three brands, including increased investment in brand awareness and marketing initiatives, higher employee and professional service costs and other expenses associated with supporting and marketing three brands. The current period also reflected charges of $25.5 million related to an ongoing legal matter. These increases were partially offset by a decrease in deal and transaction costs that were higher in the prior year in connection with completing the Alani Nu Acquisition and the prior year remeasurement of contingent consideration related to the Alani Nu Acquisition.

Previous wording

Total other expense was $1.5 million for the three months ended March 31, 2026, compared to total other income of $9.0 million for the three months ended March 31, 2025, reflecting an expense increase of $10.5 million. The changes in total other (expense) income reflect an $11.8 million increase in interest expense related to our outstanding debt, whereas no such debt existed in the prior-year period, and a $4.9 million decrease in interest income as a result of lower average cash balances as we utilized our cash reserves for strategic investments and share repurchase activities. These changes were partially offset by a $6.2 million increase in other income, net, primarily reflecting sales of Rockstar products for which we acted as an agent under a transition services agreement during the three months ended March 31, 2026. This arrangement is transitional in nature, with no comparable activity in the prior-year period.

Current wording

Total other expense was $7.2 million for the six months ended June 30, 2026, compared to total other expense of $4.5 million for the six months ended June 30, 2025, reflecting an expense increase of $2.6 million. The changes in total other expense were primarily driven by an increase in interest expense related to our outstanding debt, reflecting a full six months of interest expense for the current-year period whereas the prior year period included material outstanding debt only in the second quarter of 2025, as well as a decrease in interest income as a result of lower average cash balances. These changes were partially offset by a $7.8 million increase in other income, net, primarily reflecting sales of Rockstar products for which we acted as an agent under a transition services agreement during the six months ended June 30, 2026. This arrangement is transitional in nature, with no comparable activity in the prior-year period.

Previous wording

The increase in net income attributable to common stockholders for the three months ended March 31, 2026 was primarily driven by the increase in revenue and gross profit resulting from our Alani Nu and Rockstar acquisitions. This impact was partially offset by dividends on our Series B Preferred Stock, which was not outstanding in the prior year period, higher interest expense related to incurred debt and higher selling, general and administrative expenses reflecting the expansion to a three-brand portfolio and increased costs from ongoing litigation. Additionally, basic and diluted EPS for the quarter ended March 31, 2026 were impacted by an increase in weighted average shares outstanding as compared to the prior year period, primarily as a result of Common Stock issued in connection with the Alani Nu Acquisition.

Current wording

The increase in net income attributable to common stockholders for the six months ended June 30, 2026 was primarily driven by higher revenue and gross profit resulting from the inclusion of a full six months of operations for all three brands, compared with the prior-year period, which included only one quarter of Alani Nu and no Rockstar operations. This increase was partially offset by distributor termination fees related to the termination of certain former Alani Nu distributors, increased costs related to an ongoing legal matter and by dividends on our Series B Preferred Stock, which was not outstanding in the prior year period. Other factors contributing to the trends driving net income and EPS are discussed earlier in this section.

Previous wording

As of March 31, 2026, we had unrestricted cash and cash equivalents of approximately $549.2 million and net working capital of $812.9 million.

Current wording

As of June 30, 2026, we had unrestricted cash and cash equivalents of approximately $631.2 million and net working capital of $832.3 million.

Previous wording

Our primary sources of liquidity are cash flows from operations and our existing cash balances. We expect that purchases of inventories, increases in accounts receivable and other assets, equipment purchases, advances to certain co-packers and distributors, payments of accounts payable, income taxes, dividends paid on our Preferred Stock, debt repayments and stock repurchases will remain our principal recurring uses of cash. We believe that cash available from operations, together with our $100.0 million Revolving Credit Facility, will be sufficient for our working capital needs, including purchase commitments for raw materials and inventory, increases in accounts receivable and other assets, and purchases of capital assets and equipment for the next twelve months and beyond.

Current wording

Our primary sources of liquidity are cash flows from operations, our existing cash balances and, if needed, our $100.0 million Revolving Credit Facility. Our principal uses of cash are expected to include purchases of inventories, funding increases in accounts receivable and other assets, capital expenditures, payments of accounts payable, income taxes, dividends paid on our Preferred Stock and required debt service costs. We may also use cash for stock repurchases and other strategic or contractual obligations.

Previous wording

Cash flows for the three months ended March 31, 2026 and 2025

Current wording

Cash flows for the six months ended June 30, 2026 and 2025

Previous wording

Cash used in investing activities totaled $7.7 million for the three months ended March 31, 2026, compared to cash used in investing activities of $6.9 million for the three months ended March 31, 2025. Cash used in investing activities was primarily related to the purchases of property, plant and equipment in both periods presented.

Current wording

Cash used in investing activities totaled $24.7 million for the six months ended June 30, 2026, compared to cash used in investing activities of $1,276.5 million for the six months ended June 30, 2025, a decrease of $1,251.8 million. The decrease was primarily attributable to the absence of acquisition activity in the current-year period. Cash used in investing activities during the current-year period primarily related to purchases of property, plant and equipment.

Previous wording

Cash used in financing activities totaled $55.9 million for the three months ended March 31, 2026, compared to $10.6 million cash used in financing activities for the same period in 2025, representing a $45.3 million increase. The increase was primarily driven by $20.1 million of Common Stock repurchases, an $11.2 million payment for the portion of contingent consideration up to the acquisition-date fair value, and $7.2 million of dividends paid on Series B Preferred Stock, each of which had no comparable activity in the prior year period. This was partially offset by the absence of debt issuance costs.

Current wording

Cash used in financing activities totaled $176.4 million for the six months ended June 30, 2026, compared to $852.3 million cash provided by financing activities for the same period in 2025, representing a $1,028.7 million decrease. The decrease was primarily attributable to $900.0 million of proceeds from the Term Loan Facility received during the six months ended June 30, 2025 in connection with the Alani Nu Acquisition, with no comparable proceeds in the current-year period. The decrease was further driven by Common Stock repurchases under our share repurchase program of $124.4 million, as well as $14.5 million of dividends paid on Series B Preferred Stock and an $11.2 million payment for the portion of contingent consideration up to the acquisition-date fair value, each of which had no comparable activity in the prior year period.