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|8-KFeb 10, 5:30 PM ET

Celsius Holdings, Inc. 8-K

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Celsius Holdings: Two Directors Resign; PepsiCo Appoints Two New Directors

What Happened
Celsius Holdings, Inc. filed an 8-K on February 10, 2026 announcing that two directors — Israel Kontorvsky and Michael Del Pozzo — resigned effective that date. The Board appointed Chrysso (Christy) Jacoby and John Short, both designated by PepsiCo under a securities purchase agreement, to fill the vacancies. The Board also renamed Tony Guilfoyle from Chief Commercial Officer to Chief Customer Officer; in his new role he will oversee certain U.S. sales channels but will no longer be an “executive officer” under SEC rules.

Key Details

  • Date filed: February 10, 2026.
  • Departures: Israel Kontorvsky and Michael Del Pozzo resigned from the Board effective immediately. Both had been PepsiCo designees.
  • Appointments: Christy Jacoby (55) and John Short (53) named as directors; Jacoby added to the Audit & Enterprise Risk Committee, Short to the Governance & Nominating Committee. Their terms run through the Company’s 2026 annual meeting.
  • Background: Jacoby is Senior VP & CFO, PepsiCo North America Operations (overseeing ~ $40 billion in foods & beverages). Short is Senior VP, Strategic Partnerships & Franchise at PepsiCo with ~32 years in the industry.
  • Governance/compensation: Both were selected under the August 28, 2025 securities purchase agreement giving PepsiCo the right to designate two nominees; neither will receive compensation from Celsius for Board service.
  • Related-party note: Since the start of Celsius’s last fiscal year, there were no transactions involving either appointee exceeding $120,000.
  • Executive officer change: Tony Guilfoyle was named Chief Customer Officer and ceased to be an SEC-defined “executive officer.”

Why It Matters
Board composition changed through PepsiCo-designated nominees, reflecting PepsiCo’s influence under its recent investment/agreements. New directors bring senior PepsiCo operating and finance experience, which may affect strategic oversight and retailer/manufacturer relationships. The CCO-to-Chief Customer Officer change reduces the number of individuals designated as “executive officers” for SEC reporting purposes, which can affect disclosures and insider reporting obligations.