UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

ORor

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

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 has filed a report on and attestation to its management’'s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’'s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 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

The aggregate market value of the ~~common~~Common ~~stock~~Stock held by non-affiliates of the registrant was approximately $9.87 billion as of June 30, ~~2024~~2025, on the Nasdaq Capital Market. For purposes of the foregoing computation, all executive officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates.

There were ~~235~~256,~~129~~975,~~734~~993 shares of ~~common~~Common ~~stock~~Stock outstanding as of February 2123, ~~2025~~2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A in connection with the registrant’s ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the SEC no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, ~~2024~~2025.

TABLE OF CONTENTS

		Page
Cautionary Statements Regarding Forward-Looking Statements
Part I		1
Item 1.	Business	1
Item 1A.	Risk Factors	67
Item 1B.	Unresolved Staff Comments	2224
Item 1C.	Cybersecurity	2224
Item 2.	Properties	2325
Item 3.	Legal Proceedings	2326
Item 4.	Mine Safety Disclosures	2326
Part II		2427
Item 5.	Market ~~For~~for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2427
Item 6.	[Reserved]	2529
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2630
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3240
Item 8.	Financial Statements and Supplementary Data	3341
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3341
Item 9A.	Controls and Procedures	3341
Item 9B.	Other Information	3443
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3443
Part III		3544
Item 10.	Directors, Executive Officers and Corporate Governance	3544
Item 11.	Executive Compensation	3544
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3544
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3544
Item 14.	Principal Accountant Fees and Services	3544
Part IV		3645
Item 15.	Exhibit and Financial Statement Schedules	3645
Item 16.	Form 10-K Summary	3849
Signatures		3950

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
AI						Artificial Intelligence
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
ASC						Accounting Standards Codification
ASC 260						ASC Topic 260, Earnings per Share
ASC 360						ASC Topic 360, Property, Plant and Equipment
ASC 420						ASC Topic 420, Exit or Disposal Cost Obligations
ASC 470						ASC Topic 470, Debt
ASC 480						ASC Topic 480, Distinguishing Liabilities from Equity
ASC 505						ASC Topic 505, Treasury Stock
ASC 606						ASC Topic 606, Revenue from Contracts with Customers
ASC 718						ASC Topic 718, Stock-based compensation
ASC 805						ASC Topic 805, Business Combinations
ASC 820						ASC Topic 820, Fair Value Measurement
ASC 842						ASC Topic 842, Leases
ASU						Accounting Standards Update
Audit Committee						The Company's internal Enterprise Risk and Audit Committee
BEAT						Base erosion anti-abuse tax
BEPS						Base erosion and profit shifting
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.
CCPA						California Consumer Privacy Act
Certificates of Designation						The Series A Certificate and the Series B Certificate, collectively
CGMP						Current good manufacturing practice
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.
Cyber Incident Policy						Cybersecurity Incident Assessment and Reporting Policy
Cybersecurity Committee						The Company's internal cybersecurity committee
DCA						District Court of Appeal
Derivative Actions						The parties to the Lampert Derivative Action, the Ingrao Derivative Action and the Hammond and Hepworth Derivative Action

MASTER GLOSSARY


Term						Definition
DLOM						Discount for lack of marketability
Dobler Derivative Action						Derivative action filed by stockholder Kurt Dobler
DSD						Direct store delivery
EMEA						Europe, the Middle East and Africa
Eniva						Eniva USA, Inc.
EPS						Earnings per share
ESPP						Employee Stock Purchase Plan
EURIBOR						Euro Interbank Offered Rate
Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
FCPA						Foreign Corrupt Practices Act
FDA						U.S. Food and Drug Administration
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
FTC						Federal Trade Commission
GDPR						General Data Protection Regulation
GILTI						Global intangible low-taxed income
Hammond and Hepworth Derivative Action						A single combined stockholder derivative action filed by the same stockholders who previously filed the Hammond and Hepworth derivative actions.
Hammond Derivative Action						Derivative action filed by stockholder Jennifer Hammond
Hepworth Derivative Action						Derivative action filed by stockholder Dana Hepworth
ICFR						Internal control over financial reporting
Ingrao Derivative Action						Derivative action filed by stockholder Nicholas R. Ingrao
IT						Information technology
Lampert Derivative Action						Derivative action filed by stockholder Doreen R. Lampert
Murphy Derivative Action						Derivative action filed by stockholder David Murphy
NATO						North Atlantic Treaty Organization
NOL						Net operating loss
OBBBA						One Big Beautiful Bill Act
OECD						Organization for Economic Cooperation and Development
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
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
PSLRA						Private Securities Litigation Reform Act of 1995
PSU						Performance Stock Units
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
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
Revolving Credit Facility						The Company's revolving credit facility under the Credit Agreement in an aggregate principal amount of up to $100.0 million

MASTER GLOSSARY


Term						Definition
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
Rule 10b-5						A U.S. securities rule under the Securities Exchange Act of 1934, as amended, that prohibits fraud in connection with the purchase or sale of securities
S&P						Standard & Poor's
SB 253						Senate Bill 253 - Climate Corporate Data Accountability Act
SB 261						Senate Bill 261 - Climate-Related Financial Risk Act
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
Stipulation of Settlement						Stipulation and agreement of settlement of the Derivative Actions
Stoyanoff Derivative Action						Derivative action filed by stockholder Mark Stoyanoff
Sunny Derivative Action						Derivative action filed by stockholder Shadia Khan Sunny
Suntory Group						Suntory and its affiliated entities
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

Cautionary Statements Regarding Forward-Looking Statements

This ~~Annual~~ Report ~~on Form 10-K (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~~PSLRA ~~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 ofon 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~~Nu ~~LLC~~and ~~("Alani Nu")~~Rockstar; the strategic investment by and long -term partnership with ~~PepsiCo~~Pepsi, ~~Inc.~~including ~~("Pepsi")~~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; market conditions; the current and future market size for existing or new products; the impact of macroeconomic conditions, tariff policies and supply chain constraints; potential effects of emerging climate-related disclosure laws such as California’s Climate Accountability Package; and any stated or implied outcomes with ~~regards~~regard to the foregoing, including future tax changes under the OBBBA; and other matters are forward-looking. Forward-looking statements are contained principally in the sections of this ~~report~~Report entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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:

•Our ability to ~~close~~successfully ~~our~~integrate ~~acquisition with~~ Alani Nu, inRockstar aor ~~timely~~other ~~manner~~businesses that we may acquire, ifachieve atthe ~~all~~expected benefits of such acquisitions and to manage multiple brands across our product portfolio;

•~~Our~~The ~~ability~~potential tonegative ~~successfully~~impact ~~integrate~~that we could realize as a result of the Alani Nu Acquisition, Rockstar Acquisition or other businesses that we may acquire;

•~~Our~~Liabilities ~~ability~~of toAlani ~~achieve~~Nu, ~~the~~Rockstar ~~benefits~~or other businesses that we ~~expect~~may toacquire ~~realize~~that asare anot ~~result~~known ofto ~~the acquisition of Alani Nu~~us;

•~~The~~Our ~~potential~~ability ~~negative~~to ~~impact~~maintain ~~that~~a westrong ~~could~~relationship ~~realize~~with asPepsi aor ~~result~~any of our other distributors, including our ability to successfully execute our responsibilities under the ~~acquisition~~Captaincy ofand ~~Alani~~the ~~Nu;~~A&R Distribution Agreements;

•~~Liabilities~~The ofincreased ~~Alani~~ownership Nustake ~~that~~and ~~are~~additional ~~not~~Board ~~known~~representation by Pepsi may allow it to ~~us;~~exert greater influence over our strategic and governance decisions;

•Our ability to maintain a strong relationship with Pepsi or any of our other distributors;

•The impact of the consolidation of retailers, wholesalers and distributors in the industry;

•Our reliance on key distributor partnerships;

•~~Our~~The ~~ability~~potential toimpact ~~maintain~~of ~~strong~~terminating distributor relationships, ~~with~~including ~~co-packers~~exposure to ~~manufacture~~contractual, ~~our~~statutory ~~products~~or regulatory claims, increased costs, litigation risk and intensified competitive pressures;

•Our ability to maintain strong relationships with our customers and with co-packers to manufacture our products;

•Our failure to accurately estimate demand for our products;

•The impact of increases in cost or shortages of raw materials or increases in costs of co-packing;

•Our ability to successfully ~~achieve~~estimate and/or generate demand through the ~~benefits~~use of ~~our~~third-parties, ~~recent~~including ~~acquisition~~celebrities, ofsocial ~~Big~~media ~~Beverages~~influencers ~~Contract~~and ~~Manufacturing~~others, ~~L.L.C.~~may ~~("Big~~expose ~~Beverages")~~us to risk of negative publicity, alitigation ~~copacker;~~and/or regulatory enforcement action;

•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;

•The impact of additional labeling or warning requirements or limitations on the marketing or sale of our products;

•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;

•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;

•Our ability to protect our brand, trademarks, proprietary rights, and our other intellectual property;

•The impact of internal and external cyber-security threats and breaches, including risks arising from emerging AI-enabled threats;

•Our ability to comply with data privacy and personal data protection laws;

•Our ability to effectively manage future growth;

•The impact of global or regional catastrophic events on our operations and ability to grow;

•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;

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

•Our ability to effectively compete in the functional beverage product industry and the strength of such industry;

•The impact of changes in consumer product and shopping preferences;

•The impact of changes in government regulation and our ability to comply with existing and emerging regulation concerning energy drinks;, including climate-disclosure and environmental-reporting requirements;

•The potential effects of tariffs, macroeconomic instability or inflationary pressures on our supply chain, operating costs and consumer demand;

•Our ability to execute any share repurchase program, including the timing, amount and funding of any repurchases and the potential impact of such repurchases on our liquidity and the trading price of our Common Stock;

•Other statements regarding our future operations, financial condition, prospects and business strategies; and

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

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 Factors. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends, which may change as additional information becomes available or circumstances evolve. 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.

Risk Factors Summary

The following is a summary of the principal risks that could materially adversely affect our business, reputation, financial condition and/or operating results. You should read this summary together with the more detailed description of each risk contained below.

Risk Factors Related to Our Business

•We rely on distributors to distribute our products in the DSD ~~sales~~ channel and in international markets. If we are unable to maintain good relationships with our existing distributors, our business will suffer.

•We have extensive commercial arrangements with Pepsi and, as a result, significant disagreements with Pepsi or a termination of these arrangements could materially adversely impact our financial position and results of operations.

•Pepsi’s increased ownership stake and additional Board representation may allow it to exert greater influence over our strategic and governance decisions.

•Our ability to successfully execute our responsibilities under the Captaincy and the A&R Distribution Agreements with Pepsi is critical to our long-term performance.

•If we fail to manage future growth effectively, our business could be materially adversely affected.

•Our demand generation strategies through social media and the use of third -parties, including celebrities, social media influencers, and others, as well as the expanding use of AI tools and AI-generated content, may expose us to risk of negative publicity, litigation, and/or regulatory enforcement action, which could impact our future profitability.

•Consolidation of retailers, wholesalers and distributors in the industry may result in downward pressure on sales prices, and the changing landscape of the retail market, including the growth of e-commerce, could adversely affect our results of operations.

•We predominantly rely on co-packers to manufacture our products. If we are unable to maintain good relationships with our co-packers or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer.

•We may not be able to successfully integrate Alani Nu, Rockstar or other businesses that we may acquire in the future, or achieve the expected benefits of such acquisitions, and such acquisitions may expose us to potential brand overlap, market cannibalization or cultural integration challenges.

•~~We may not be able to achieve the benefits that we expect to realize as a result of the acquisition of~~ Alani Nu., ~~Failure~~Rockstar toor ~~achieve~~other ~~such~~acquired ~~benefits~~businesses ~~could~~may have anliabilities ~~adverse~~that ~~effect~~are onnot ~~our~~known ~~financial~~to ~~condition and results of operations~~us.

•Alani Nu may have liabilities that are not known to us.

•Growth through acquisition involves a number of risks and an inability or failure to address the challenges associated with strategic transactions and related integration risks could adversely affect our business and results of operations.

•Our customers are material to our success. If we are unable to maintain good relationships with our existing customers, our business could suffer.

•Increases in cost or shortages of raw materials or increases in costs of co-packing could harm our business.

•~~We must continually maintain~~Tariffs, ~~protect~~inflationary orpressures ~~upgrade~~and ~~our~~global ~~information~~supply-chain ~~technology~~disruptions ~~systems,~~could ~~including~~increase ~~protecting~~costs ~~us from internal~~ and ~~external~~reduce ~~cyber-security threats~~profitability.

•We must continually maintain, protect and upgrade our information-technology systems, including protecting against internal and external cyber-security threats, data breaches and emerging AI-driven attacks. Any such breach or system failure could result in significant business disruption, reputational harm and regulatory exposure.

•Our failure to accurately estimate demand for our products could adversely affect our business and financial results.

•Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of our products.

•Our continued expansion outside of the U.S. exposes us to uncertain conditions and other risks in international markets.

•Numerous U.S. and international laws, including export and import controls, affect our ability to compete in international markets.

•We depend upon our trademarks and proprietary rights, and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position.

•If we fail to comply with data privacy and personal data protection laws, we could be subject to adverse publicity, government enforcement actions, or private litigation, which may negatively impact our business and operating results.

•We may incur material losses as a result of product recalls, regulatory enforcement actions and liabilities related to our products.

•The FDA could take issue with the manufacturer, composition/ingredients, packaging, marketing/labeling, storage, transportation, and/or distribution of our products.

•~~The~~Our ~~FTC regulates~~ advertising and ~~may~~promotional ~~review~~activities ~~the~~may ~~truthfulness~~be ofsubject ~~and~~to ~~substantiation~~regulatory ~~for~~review ~~any~~of ~~claim~~the wetruthfulness ~~make~~and ~~related~~substantiation toof ~~our~~product ~~products~~claims.

•We rely on our management team and other key personnel.

•If we fail to attract or maintain a highly skilled and diverse workforce, our business could be negatively affected.

•Global or regional catastrophic events could impact our operations and affect our ability to grow our business.

•Climate change and natural disasters may affect our business.

•~~The~~Compliance ~~ongoing~~with ~~Russia~~climate-~~Ukraine~~disclosure ~~conflict~~ and ~~Israel's~~environmental-reporting ~~regional~~requirements ~~conflicts~~ may ~~adversely~~increase ~~impact~~costs ~~our business operations~~ and ~~financial~~regulatory ~~performance~~risk.

Risk Factors Related to Our Industry

•We are subject to significant competition by other companies in the functional beverage product industry.

•Termination of distributor relationships could expose us to legal, financial and competitive risks.

•Our inability to innovate successfully and to provide new cutting-edge products could adversely affect our business and financial results.

•Changes in consumer product and shopping preferences may reduce demand for some of our products.

•We derive virtually all of our revenues from functional beverage products, and competitive pressure in the functional beverage product category could materially adversely affect our business and operating results.

•If we are unable to successfully manage new product launches, our business and financial results could be adversely affected.

•Changes in government regulation, or failure to comply with existing regulation ~~concerning energy drinks,~~ could adversely affect our business and financial performance.

•Product safety and quality concerns, or other negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer.

•Our sales are affected by seasonality.

•Failure by suppliers or co-packers to comply with applicable laws and regulations, or with specifications and other requirements for our products, may adversely impact our business.

•Litigation could expose us to significant liabilities and reduce demand for our products.

•If we fail to maintain an effective internal control environment or adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price.

•We may be subject to regulatory examinations and proceedings.

•Strikes or work stoppages or labor unrest can cause our business to suffer.

Risk Factors Related to Financial Risks

•We have incurred significant indebtedness in connection with recent acquisitions, which increases our financial leverage and exposes us to risks related to liquidity, compliance with debt covenants and future refinancing.

•Fluctuations in our effective tax rate could adversely affect our financial condition and results of operations.

•Changes in U.S. tax law, including those introduced under the OBBBA, may further impact our tax obligations and planning strategies.

•Increases in market interest rates could materially increase our borrowing costs, reduce cash flow and adversely affect our financial condition and results of operations.

•We may be required in the future to record a significant charge to earnings if our goodwill or intangible assets become impaired.

•Fluctuations in foreign currency exchange rates may adversely affect our operating results.

•Potential changes in accounting standards or practices or taxation may adversely affect our financial results.

•Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business, and results of operations.

•Our investments are subject to risks which may cause losses and affect the liquidity of these investments.

Risk Factors Related to Our Common Stock

•The market price and trading volume of our ~~common~~Common ~~stock~~Stock is and has been volatile and could decline significantly.

•Our Board has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate control. We have outstanding shares of ~~preferred~~Preferred ~~stock~~Stock with rights and preferences superior to those of our ~~common~~Common ~~stock~~Stock.

•~~Certain~~Future issuances of ~~our~~common ~~affiliated~~or ~~stockholders~~preferred ~~can~~stock ~~exert~~could ~~significant~~dilute ~~influence~~existing onstockholders and reduce the ~~Company’s~~market ~~corporate~~value ~~affairs~~of our Common Stock.

•We docannot ~~not~~guarantee ~~expect~~that toany ~~pay~~share ~~cash~~repurchase ~~dividends~~program onwill ~~our~~be ~~common~~fully ~~stock~~consummated or that it will enhance long-term stockholder value. Share repurchases could also increase volatility in the ~~foreseeable~~trading ~~future~~price of our stock and reduce our cash reserves.

•We do not expect to pay cash dividends on our Common Stock in the foreseeable future.

PART I

Item 1. Business.

When used in this Report, unless otherwise indicated, the terms the "Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its subsidiaries. Definitions of certain capitalized terms used in this Report are included within the Master Glossary.

We were incorporated in the State of Nevada on April 26, 2005. Our Common Stock is listed on the Nasdaq Capital Market under the symbol "CELH".

Overview

Celsius isoperates as a functional energy drink ~~company~~and ~~operating~~wellness beverage company in the ~~United States (~~U.S.) and internationally. We ~~engage in the development~~develop, ~~processing~~process, ~~marketing~~market, ~~sale~~sell, ~~manufacturing~~manufacture and ~~distribution~~distribute a portfolio of ~~functional~~differentiated ~~energy~~products ~~drinks~~with ~~and~~innovative ~~other~~formulas ~~products,~~meant to apositively ~~broad~~impact ~~range~~the lives of our consumers. ~~including~~Our ~~fitness~~products ~~enthusiasts.~~are Wepositioned ~~provide~~as ~~differentiated~~premium ~~products~~lifestyle ~~with~~beverages ~~innovative~~designed ~~formulas~~to support active, ~~many~~wellness-oriented, modern energy drink consumers. Our portfolio primarily consists of ~~which~~energy ~~are~~drinks ~~clinically~~offered ~~proven~~under the CELSIUS®, Alani Nu® and ~~are~~Rockstar® ~~meant~~brands, towith ~~positively~~CELSIUS® ~~impact~~and ~~the~~Alani ~~lives~~Nu® ofalso ~~our~~offering ~~consumers.~~a ~~Our~~range ~~brand~~of ~~has~~additional ~~proven~~wellness toproducts. beThrough ~~attractive~~these tobrands, we serve a broad range of ~~customers~~consumers across the functional energy and adjacent wellness categories.

Our ~~flagship~~products ~~asset,~~are ~~CELSIUS®,~~available isin ~~marketed~~the ~~as a premium lifestyle and energy drink formulated to power active lifestyles~~U.S., ~~This~~Canada, ~~product line comes in two versions~~Europe, athe ~~12-ounce~~Middle ~~ready-to-drink~~East ~~form~~ and anthe onAsia-~~the-go~~Pacific ~~powder form~~regions. WeThey ~~also~~are ~~offer~~sold ~~the~~through ~~CELSIUS®~~multiple ~~Essentials line~~channels, ~~available~~including inconventional 16grocery, natural-~~ounce~~food ~~cans~~ and aconvenience ~~Hydration~~stores, ~~line~~fitness ofcenters, ~~zero~~mass-~~sugar~~market ~~powders~~and ~~that~~vitamin ~~are~~specialty ~~infused~~retailers ~~with electrolytes~~ and ~~are available in a variety of fruit~~e-~~forward~~commerce ~~flavors~~platforms.

AOn ~~key~~the ~~aspect~~Closing Date of ~~our value proposition is our emphasis on~~ the ~~functional~~Pepsi ~~energy drink category~~Transactions, ~~ensuring~~we ~~that~~entered ~~our~~into ~~products~~a ~~deliver~~series ~~clear~~of ~~and~~related ~~proven~~transactions ~~benefits. To this end, we have invested in research~~ and ~~development~~agreements ~~from~~with ~~the start~~Pepsi, towhich ~~utilize~~included ~~our proprietary MetaPlus® formulation in our portfolio. Our proprietary blend contains ginger (extract from~~ the ~~root), guarana seed, green tea extract (EGCG), chromium and vitamins.~~following:

~~During~~•Securities ~~2024~~Purchase Agreement - We issued and sold 390,000 weshares ~~established~~of anSeries ~~international~~B ~~hub~~Preferred inStock ~~Dublin~~to Pepsi and modified certain terms of the outstanding shares of Series A Preferred Stock to align key terms, ~~Ireland~~such as conversion and redemption dates, ~~through~~with ~~which~~those weof ~~manage~~the ~~our~~newly ~~global~~issued ~~supply~~Series ~~chain~~B Preferred Stock, ~~marketing~~all ~~operations~~of which are currently held by Pepsi. These issuances and ~~our~~modifications ~~intellectual~~formed ~~property~~part of the overall consideration exchanged in connection with the Pepsi Transactions. ~~This~~As ~~international~~part ~~hub~~of ~~also~~these ~~oversees~~arrangements, ~~co-packing~~Pepsi received the right to designate an additional member to our Board, ~~raw~~giving ~~material~~Pepsi ~~sourcing~~a ~~and~~total ~~distribution~~of ~~across~~two ~~global~~Board ~~markets~~seats.

~~During~~•Rockstar ~~2024~~Acquisition - Pursuant to the Transaction Agreement, we ~~also~~acquired ~~continued~~certain toassets ~~develop~~and ~~our~~assumed certain liabilities comprising Rockstar in the U.S. ~~Pepsi~~and ~~relationship~~Canada. ~~and~~The ~~expanded~~consideration ~~our~~for ~~international~~this ~~presence~~acquisition ~~through,~~included ~~among~~the ~~others,~~consideration described above and other commercial commitments set forth in the ~~following~~Transaction ~~arrangements:~~Agreement.

•WeCaptaincy ~~announced~~- Also pursuant to the Transaction Agreement, we and Pepsi ascommenced athe ~~distributor~~Captaincy, an enhanced long-term commercial arrangement under which Pepsi has agreed to use commercially reasonable efforts to sell and distribute our products in ~~Canada;~~the U.S. in accordance with jointly developed sales, placement and promotional priorities. The Captaincy commenced on the Closing Date of the Pepsi Transactions and is expected to continue for the term of the A&R U.S. Distribution Agreement.

•A&R Distribution Agreements - We entered into anthe ~~incentive~~A&R ~~program~~Distribution ~~with~~Agreements, ~~Pepsi~~under which isPepsi ~~intended~~continues to ~~better~~serve ~~align~~as our ~~businesses~~primary asdistributor wefor ~~look~~Celsius toproducts ~~grow~~in the U.S. and ~~expand~~Canada ~~our~~and ~~product~~has ~~portfolio~~become ~~across~~the primary distributor of Alani Nu and Rockstar products in these markets. All other material provisions of each of the Original U.S.; Distribution Agreement and Original Canadian Distribution Agreement remain in effect.

~~•We~~On ~~entered~~the ~~into~~Closing ~~several~~Date ~~strategic~~of ~~agreements~~Alani ~~with~~Nu, ~~entities~~we ~~within~~completed the ~~Suntory~~Alani ~~Group,~~Nu ~~including:~~Acquisition anfor ~~agreement~~a ~~with~~total ~~Lucozade~~consideration ~~Ribena~~comprising ~~Suntory~~(i) ~~Limited~~$1,275.0 million ~~which~~in ~~serves~~cash, assubject ~~our~~to ~~exclusive~~adjustment ~~sales~~as ~~and~~set ~~distribution~~forth ~~partner~~ in the ~~United~~purchase ~~Kingdom~~agreement, ~~and~~(ii) ~~the~~an ~~Republic~~aggregate of ~~Ireland;~~22,451,224 ashares ~~definitive~~of ~~manufacturing,~~our ~~sales,~~Common Stock and ~~distribution~~(iii) ~~agreement~~up ~~with~~to ~~Frucor~~$25.0 million ~~Suntory~~in toadditional ~~enter~~cash ~~into~~consideration, ~~the~~which ~~Australia~~we ~~and~~determined ~~New~~to ~~Zealand~~be ~~markets;~~fully ~~and~~payable ~~definitive~~to ~~sales~~the ~~and~~Sellers ~~distribution~~based ~~agreements~~on ~~with~~Alani ~~Orangina~~Nu’s ~~Schweppes~~revenue ~~France~~meeting toan ~~expand~~agreed ~~into~~upon ~~France~~target ~~and~~for ~~Schweppes~~calendar ~~Suntory~~year ~~Benelux~~2025 SAand which we expect to ~~expand~~pay ~~into~~in ~~Belgium,~~the ~~Netherlands,~~first ~~and~~quarter ~~Luxembourg~~of 2026.

On ~~November~~the 1Closing Date of Alani Nu, ~~2024~~Celsius and certain of its subsidiaries, wethe ~~acquired~~lenders ~~Big~~and ~~Beverages~~issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, entered into a Credit Agreement, which provided for a term loan facility in an aggregate principal amount of up to $75900.3 0 million, ~~using~~which ~~cash~~was fully drawn on ~~hand.~~the ~~Big~~Closing ~~Beverages~~Date ~~has~~of ~~been~~Alani Nu to fund a ~~longtime~~portion ~~Celsius~~of ~~co-packer,~~the ~~and~~cash ~~this~~consideration ~~strategic~~paid ~~transaction~~to ~~provides~~the ~~Celsius~~Sellers (the remaining cash consideration was funded with aexisting ~~168~~cash on hand),~~480~~ ~~square-foot~~and ~~manufacturing~~the ~~facility~~Revolving ~~and~~Credit aFacility ~~123~~in an aggregate principal amount of up to $100.0 million,~~830~~ ~~square-foot~~which ~~warehouse~~remained ~~facility~~undrawn as of December 31, 2025.

On ~~February~~October 202, 2025, we ~~announced that we had~~ entered into athe ~~membership~~First ~~interest~~Refinancing ~~purchase~~Amendment, ~~agreement~~which toamended ~~acquire~~the ~~Alani~~Credit NuAgreement ~~for~~and areduced ~~total~~the ~~consideration~~applicable ~~comprising~~interest ~~(i)~~rates ~~$1,275.0~~on ~~million~~both inthe ~~cash,~~Term ~~subject~~Loan toFacility ~~adjustment~~and asthe ~~set~~Revolving ~~forth~~Credit inFacility ~~the~~by ~~purchase~~75 ~~agreement,~~basis ~~(ii)~~points. anIn ~~aggregate~~connection ofwith 22the amendment,~~451,224~~ ~~shares~~we ofrepaid ~~our~~the ~~common~~remaining ~~stock~~balance ~~and~~of ~~(iii)~~the ~~up to~~ $25900.0 million interm ~~additional~~loan ~~cash~~with ~~consideration,~~a ~~payable~~new ~~only~~$700.0 million ifterm ~~net~~loan ~~sales~~and ofapproximately ~~Alani Nu’s products meet or exceed an agreed target for 2025~~$197.8 million ~~The closing~~ of ~~our~~cash ~~pending~~on ~~acquisition~~hand. ofNo ~~Alani~~prepayment Nupenalties iswere ~~currently~~incurred. ~~expected~~All toother ~~occur~~material interms ~~the second quarter~~ of ~~2025, subject to~~ the ~~satisfaction~~Credit ofAgreement ~~certain~~remained ~~customary closing conditions, including the expiration of the waiting period applicable to the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended~~unchanged.

We were incorporated in the State of Nevada on April 26, 2005. Our common stock is listed on the Nasdaq Capital Market under the symbol "CELH".

Our Products

We seek to combine nutritional science with mainstream beverages. Our innovative approach involves the use of our proprietary MetaPlus® formulation. This aligns with our aim to offer everyday refreshments by minimizing artificial additives. Unlike many traditional energy drinks or sodas, CELSIUS® products are free from aspartame and high fructose corn syrup and are very low in sodium.

Our product formulations include beneficial ingredients such as green tea extract (EGCG), ginger (extract from the root), calcium, chromium, B vitamins and vitamin C. We use sucralose, a sugar-derived sweetener, found in Splenda®, to sweeten our products, making them low-calorie and an option suitable for consumers monitoring their sugar consumption.Products

We introduced our first CELSIUS® functional energy ~~drinks~~drink in 2005 and our portfolio has expanded significantly as we have broadened our brand platform. Today we offer a range of product lines under the CELSIUS®, Alani Nu® and Rockstar® brands. Each brand features unique flavor profiles, formulations and consumer positioning, allowing us to serve a broad and diverse consumer base within the ~~marketplace~~functional inenergy ~~2005~~category.

We ~~currently~~ offer ~~four~~a unified portfolio of functional energy and wellness beverages across multiple brands, providing consumers with a variety of formats, flavor profiles and functional benefits. Certain products within our portfolio are formulated with ingredients such as caffeine, green tea extract (EGCG), ginger root extract, amino acids, vitamins, electrolytes and other performance-oriented components. Many products contain zero sugar, are low in calories and are designed to support energy, focus, hydration and overall wellness. Our portfolio includes the following primary product ~~lines~~types:

•~~CELSIUS®~~Ready-to-Drink ~~Originals~~Energy Beverages – Carbonated and ~~Vibe:~~non-carbonated ~~Our~~caffeinated ~~initial~~energy drinks available primarily in 12-~~fluid~~ounce and 16-ounce ~~product~~cans. ~~line,~~These ~~offered~~products ininclude ~~various~~original ~~flavors~~formulations, ~~and~~zero-sugar ~~carbonated~~variations and ~~non~~fruit-~~carbonated~~forward ~~forms.~~flavors Wedesigned ~~tailor these beverages~~ to meet a ~~variety~~wide range of consumer ~~tastes~~taste ~~and~~ preferences.

•~~CELSIUS~~On-the-Go ~~ESSENTIALS™:~~Powder ~~Introduced~~and inHydration ~~2023,~~Sticks ~~this~~– 16Single-~~fluid~~serve ~~ounce~~powder ~~line~~sticks isdesigned ~~formulated~~for portability and mixed with ~~aminos~~water. These products provide functional benefits similar to ready-to-drink energy beverages and hydration products, offering consumers a convenient and travel-friendly format.

•~~CELSIUS®~~Nutrition Onand Wellness Products – Select wellness-focused items offered across the~~-Go~~ ~~Powder:~~portfolio, ~~This~~including ~~line~~protein ~~features~~and ~~the~~nutrition ~~same~~products, ~~ingredients~~amino ~~contained~~blends inand ~~our~~other functional ~~energy~~supplements ~~drinks~~that inbroaden aour ~~convenient~~reach ~~powder~~beyond ~~form~~traditional energy beverages.

~~•CELSIUS®~~Across ~~Hydration:~~our ~~Introduced~~portfolio, inour ~~2025,~~packaging ~~this~~emphasizes isbold graphics and vibrant color palettes to create strong shelf presence and reinforce our brand positioning to reach a ~~line~~broad range of ~~zero~~new and existing energy drink consumers. Our products are sold through multiple channels including conventional grocery, natural-~~sugar~~food ~~hydration~~and ~~powders~~convenience ~~infused~~stores, ~~electrolytes~~fitness incenters, mass-market and vitamin specialty retailers and e-commerce platforms, allowing us to serve a ~~variety~~diverse base of ~~fruit-forward~~consumers ~~flavors~~within the functional energy and wellness categories.

Celsius ready-to-drink products are packaged in a distinctive can that uses vivid colors and abstract patterns to create a strong on-shelf impact. The cans are sold in various packaging units and are designed to provide a clean, crisp and more modern look than our competitors' products. In addition to being sugar free, our ready-to-drink product line and powders are non-GMO, kosher, vegan, and soy and gluten free.

Manufacture and Supply of Our Products

Our functional energy drinks, ~~and~~ on-the-go powders and other wellness products are primarily produced by well-established beverage co-packers. Additionally, we leverage our in-house manufacturing facility. Utilizing these strategically located resources enables us to efficiently produce and distribute our products. We procure most ingredients and all packaging materials, while both our co-packers and internal operations handle assembly. Our co-packers charge us a fee on a per-case basis. The shelf life of ~~CELSIUS®~~the majority of our products ranges from 15 to 24 months.

We, orand our co-packers, purchase ~~the~~raw materials from domestic and international suppliers. The principal raw materials used in our products ininclude ~~accordance~~aluminum ~~with~~cans, ~~our~~packaging ~~specifications.~~components, ~~Our~~natural ~~ingredients~~flavors, ~~are~~sweeteners ~~sourced~~and ~~from~~functional ~~either~~ingredients ~~domestic~~such oras ~~international~~caffeine, ~~suppliers~~vitamins, ~~with~~minerals ~~several~~and ~~reliable~~botanical ~~options~~extracts. ~~available~~The tocost usand ~~for~~availability ~~key~~of ~~components.~~these ~~The~~materials ~~ingredients~~are insubject ~~CELSIUS®~~to ~~products~~market ~~include~~fluctuations. ~~green~~Packaging ~~tea~~materials ~~extract~~and ~~(EGCG),~~most ~~ginger~~other ~~(extract~~ingredients are sourced from ~~the~~multiple ~~root)~~suppliers, ~~caffeine,~~and Bwe ~~vitamins,~~are ~~vitamin~~not C,currently ~~taurine,~~dependent ~~guarana,~~on ~~chromium,~~any ~~calcium,~~single ~~glucuronolactone,~~supplier ~~sucralose,~~for ~~natural~~our ~~flavors~~overall raw material or packaging needs. We believe that our co-packing arrangements and ~~natural~~supply ~~coloring~~sources sufficiently meet our present requirements.

Packaging materials are sourced from multiple suppliers in the U.S. We believe that our co-packing arrangements and supply sources sufficiently meet our present requirements. Currently, we are not dependent upon any one supplier.

Distribution

Pepsi Distribution Agreement

On ~~August 1, 2022, we entered into a distribution agreement with Pepsi (~~the ~~"Distribution~~Closing ~~Agreement")~~Date ~~relating~~of to the ~~sale~~Pepsi ~~and~~Transactions, ~~distribution~~we ofentered ~~certain~~into of the ~~Company’s~~A&R ~~beverage~~Distribution ~~products~~Agreements, inwhich ~~existing~~amended ~~channels~~ and ~~distribution~~restated ~~methods~~ in their entirety the Original U.S., ~~excluding~~Distribution ~~certain~~Agreement ~~existing customer accounts, sales channels, Puerto Rico~~ and ~~the~~Original ~~U.S.~~Canadian ~~Virgin~~Distribution ~~Islands~~Agreement. Under the A&R Distribution ~~Agreement~~Agreements, ~~the Company granted~~ Pepsi ~~the~~continues ~~right~~ to ~~sell~~serve ~~and distribute its existing beverage products in existing channels and distribution methods,~~ as ~~well~~our asprimary ~~the~~distributor ~~right~~for toCelsius ~~sell and distribute future beverage~~ products ~~that~~in ~~are added from time to time as licensed products under~~ the ~~Distribution Agreement in defined territories~~U.S. ~~The~~and ~~Distribution~~Canada ~~Agreement is a master service agreement~~ and ~~can~~has bealso ~~cancelled~~become ~~without cause by either party in~~ the ~~19th~~primary ~~year~~distributor of ~~the~~our ~~term~~Alani ~~(i.e.,~~Nu ~~2041),~~and ~~the~~Rockstar ~~29th~~products ~~year of the term (i.e., 2051) and~~ in ~~each~~these ~~10th year thereafter (i~~markets.~~e.,~~ ~~2061,~~All ~~2071,~~other ~~etc.)~~material byterms ~~providing~~and ~~twelve~~covenants ~~months’~~contained ~~written notice on August 1st of the year preceding the year of termination. Except for a termination by the Company “with cause” or a termination by Pepsi “without cause” (each as defined~~ in the ~~Distribution~~original ~~Agreement),~~agreements ~~the~~remain ~~Company is required to pay Pepsi certain compensation upon a termination as specified~~ in ~~the Distribution Agreement~~effect.

In connection with expanding Pepsi’s distribution responsibilities to include Alani Nu, we terminated certain former Alani Nu distributors and transitioned territory rights to Pepsi. Pepsi agreed to reimburse us for distributor termination fees up to $275.0 million, to facilitate this transition. Cash received for these reimbursements is contractually restricted and must be used to settle such obligations, and any unspent amounts must be returned to Pepsi. These reimbursements are recognized as deferred revenue and amortized on a straight-line basis over the approximately 17-year term of the A&R U.S. Distribution Agreement.

WeThe ~~agreed~~A&R Distribution Agreements continue to provide Pepsi awith ~~right~~certain ofrights ~~first~~contained ~~offer~~ in the ~~event~~original ~~we intend to (i) manufacture~~agreements, ~~distribute~~including orrights ~~sell~~of ~~products~~first inoffer ~~certain~~with ~~additional~~respect ~~countries~~to asdistribution ~~specified~~ in ~~the~~select ~~Distribution~~additional ~~Agreement,~~territories or ~~(ii) distribute or sell products in any~~ future channels ~~and distribution methods during the term of the Distribution Agreement~~. ~~Furthermore,~~Except ~~Pepsi~~for ~~agreed~~termination toby ~~meet~~either ~~and~~party ~~confer in good faith~~ “with uscause,” ~~regarding~~ the ~~terms~~agreement ~~and~~may ~~conditions upon which Pepsi might~~ be ~~willing~~terminated toby ~~sell or distribute products,~~ either ~~directly~~party orupon ~~through~~12 ~~local~~months’ ~~sub-distributors,~~written notice in ~~certain~~the ~~other~~19th ~~additional~~year ~~countries. The Distribution Agreement includes other customary provisions, including non-competition covenants in favor~~ of the ~~Company,~~term ~~representations and warranties, indemnification provisions, insurance provisions and confidentiality provisions~~(i. ~~As agreed to with Pepsi~~e., ~~we began shipments to The Pepsi Bottling Group (Canada~~2041), ~~ULC ("Pepsi Canada") in~~ the ~~fourth~~29th ~~quarter~~year of ~~2023 and distribution to~~ the ~~Canada~~term ~~market in January 2024~~(i. ~~Additionally~~e., ~~under the terms of a channel transition agreement entered into with Pepsi (the "Transition Agreement"~~2051), weand ~~received payments from Pepsi~~ in ~~exchange~~each ~~for~~10th ~~the~~year ~~transition~~thereafter ~~of certain existing distribution rights to Pepsi~~(i.e., In2061, ~~connection with the Distribution Agreement and Transition Agreement~~2071, ~~we terminated certain distribution agreements to transition certain territory rights to Pepsi~~etc.). InTermination ~~connection with entering into the foregoing agreements with Pepsi~~provisions, weincluding ~~issued~~compensation ~~and~~due ~~sold~~upon toa ~~Pepsi~~termination ~~approximately 1.5 million shares of our Series A Preferred Stock (“Series A” or “Series A Preferred Stock”) in exchange~~ for ~~cash proceeds of $550 million~~cause, ~~excluding~~remain ~~transaction~~materially ~~costs.~~consistent ~~For additional information about our agreements~~ with ~~Pepsi,~~those ~~see Note 4. Revenue, Note 11. Related Party Transactions and Note 12. Mezzanine Equity to our consolidated financial statements~~ contained ~~elsewhere~~ in ~~this Report and~~ the ~~Customers~~original ~~section below~~agreements.

Domestic

In the U.S. and Canada, we market and sell ~~CELSIUS®~~our products across a diverse range of retail channels, including supermarkets, convenience stores, drugstores, nutritional stores, food service providers, and mass merchants. Our products are widely available in major retail segments, including conventional grocery, natural food stores, convenience stores, fitness centers, mass market retailers, vitamin specialty stores, and e-commerce platforms.

Domestically, we distribute our products through a combination of ~~direct-store delivery ("~~DSD") networks, independent distributors, and direct sales to retailers. Additionally, our products are available online through leading e-commerce platforms, including Amazon, ~~Instacart~~Shopify, Instacart and Walmart.com, ensuring broad accessibility for consumers.

International

~~Our~~We ~~2024~~are ~~international~~continuing ~~growth~~to ~~initiatives~~make ~~made~~ significant strides ininternationally ~~expanding~~for ~~CELSIUS®~~our ~~energy~~flagship ~~drinks'~~product ~~presence~~CELSIUS® in key global markets. We distribute certain of our products in various foreign regions through regional and country-specific distribution partners, leveraging local market expertise to optimize distribution and brand visibility. With partnerships spanning ~~Canada,~~ Europe, and the Asia-Pacific region, we have strategically positioned the brand to meet growing global demand. ~~Notably,~~To ~~sales~~further ~~commenced~~support inthese ~~France~~initiatives, ~~New~~we ~~Zealand,~~recently ~~and~~appointed ~~Australia~~a inpresident ~~the~~to ~~fourth~~oversee ~~quarter of 2024, complementing~~ our ~~earlier~~international ~~launches~~operations ~~in the United Kingdom~~ and ~~Ireland~~drive ~~during~~strategic ~~the~~expansion ~~second~~across ~~half~~key ofglobal ~~2024~~markets. These efforts demonstrate our commitment to leveraging partnerships, such as those within the Suntory Group, to drive product availability and brand visibility in both established and emerging markets, while utilizing local market expertise to optimize our global expansion strategies.

Customers

Our customer base primarily consists of distributors, e-commerce retailers, and various brick-and-mortar outlets, ~~such~~including as grocery and convenience stores, club stores, and health-focused locations such as gyms and nutrition stores. To support and incentivize the distribution, sales and marketing of our products, we rely on and provide various financial incentives. These incentives include but are not limited to volume-based rebates and promotions, placement fees, listing fees, and other discounts.

In ~~2024~~2025, sales to Pepsi constituted 5443.72% of our total ~~net~~ revenue. As of December 31, ~~and~~2025, receivables from Pepsi represented 6246.2% of our total receivables ~~as of December 31, 2024~~. The loss of Pepsi or Pepsi's affiliates as aour ~~customer~~customers could significantly impact our operations, potentially resulting in a material adverse effect on our financial results.

Sales and Marketing

In our sales and marketing approach, we prioritize differentiation, ensuring our brands and products stand out visually and distinctively from other beverages on the shelves of retailers. We continuously review and refresh our products and packaging to maintain uniqueness and appeal. In addition to maximizing product visibility in stores, we focus on developing brand awareness through targeted marketing initiatives, such as sporting events, print (e.g., print displays), radio, digital and streaming platforms, online and social media, television advertising, ~~alongside~~ direct sponsorships, endorsements and ~~endorsements~~in-store displays to promote our brands. Additionally, our branded vehicles are deployed at events for product sampling and ~~enhancing~~to enhance consumer engagement.

Seasonality

As is common in the functional energy drink industry, product sales tend to be seasonal, with the highest volumes typically occurring during the second and third calendar quarters, aligning with the warmer months in our key markets. However, over the course of a full year, these seasonal fluctuations have not had a material impact on our financial results.

Competition

Our products compete broadly with not only functional energy drinks, but all categories of non-alcoholic liquid refreshments. The functional energy drink and liquid refreshment sectors are highly competitive, and include international, national, regional and local producers and distributors. Our direct competitors in the functional energy drink sector include but are not limited to Monster Beverage Corporation, Red Bull GmbH, The Coca-Cola Company, Pepsi, Keurig Dr Pepper Inc., Nestlé S.A., BlueTriton Brands, Starbucks Corporation, Congo Brands, and Molson Coors.

Intellectual Property Rights

We have registered, or have filed applications to register the CELSIUS® , ALANI NU® and ~~MetaPlus~~ROCKSTAR® trademarks, among others, with the U.S. Patent and Trademark Office, as well as a number of trademarks in other countries where our products are distributed and sold. Our trademarks are of considerable value and importance to our business, and we actively maintain and renew these registrations to ensure their continued validity.

To protect the proprietary nature of our ~~MetaPlus® formulation and~~ product formulas, we employ measures such as confidentiality agreements with our contract packers and ingredient suppliers. We maintain these formulas as trade secrets, which we believe is the preferable method of protection, as patenting would require disclosure.

In addition, we assert copyright ownership of the statements, graphics, and content on our product packaging and marketing materials. We actively pursue legal action against unauthorized use of our trademarks, trade dress and copyrights. For simplicity, trademarks, service marks, logos, and trade names in this Report may appear without the ® and ™ symbols, but this does not imply a waiver of our rights or those of applicable licensors under the law.

Government Regulation

The production, distribution and sale of our products in the U.S. are subject to numerous federal, state, and local statutes and regulations, including, without limitation the Federal Food, Drug and Cosmetic Act, the Federal Trade Commission Act, and the Occupational Safety and Health Act. Additionally, various environmental statutes and regulations apply to the production, transportation, sale, safety, advertising, labeling, packaging, and ingredients of our products. This includes adhering to data privacy and personal data protection laws and regulations, such as the ~~California Consumer Privacy Act of 2018~~CCPA, in applicable jurisdictions.

We are also subject to various state laws, including California's Proposition 65, which requires that a specific warning appears on any product that contains a component listed by California as having been found to cause cancer or birth defects. ~~While~~Currently, none of our products are required to display warnings under this law~~, we cannot predict whether an important component of any of our products might be added to the California list in the future~~. ~~We also are unable to predict whether or to what extent, a warning under this law would have an impact on costs or sales of our products.~~

Internationally, we rely on outsourced manufacturing and distribution channels, which are subject to compliance with the laws and regulations in the foreign countries where our products are sold. Certain international markets, including countries in the European Union, have specific energy drink standards and ingredient restrictions that we closely monitor and with which we must comply.

Compliance with Environmental Laws

Our co-packers and internal manufacturing facilities in the U.S. are subject to federal, state and local environmental laws and regulations, including those relating to air emissions, the use of water resources and recycling. Similarly, our operations in other countries are governed by respective environmental laws. Changes in environmental compliance mandates, and any expenditures necessary to comply with such requirements, have not to date had a material adverse effect on our capital expenditures, financial results, competitive position or future growth.

We also monitor emerging climate-related regulations, including California’s SB 253 and SB 261, which require detailed greenhouse gas emissions disclosures and climate-related financial risk reporting. These requirements and associated deadlines continue to evolve and we actively track updates to ensure timely compliance.

Container Deposits

Measures have been enacted in various localities and states that require that a deposit be charged for certain non-refillable beverage containers. The precise requirements imposed by these measures vary by jurisdiction. For certain localities and states, we are required to collect deposits from our customers and to remit such deposits to the respective jurisdictions based upon the number of cans and bottles of certain carbonated and non-carbonated products sold in such states. In many instances, we rely on third party providers and distribution partners to ~~assist~~help ~~with~~ensure ~~our~~ compliance with ~~the requirements of~~ these ~~regulations~~regulatory requirements.

Other deposit, recycling or product stewardship proposals have been introduced in certain states, ~~and~~ localities and in Congress,. ~~and~~We we anticipate that similar legislation or regulations may be proposed in the future at the local, state and federal levels, both in the U.S. and ~~elsewhere~~internationally.

Human Capital Resources

As of December 31, ~~2024~~2025, the Company employed 1,~~073~~497 people globally, including both direct employees and those engaged through professional employer organizations. This total includes ~~965~~1,335 in ~~the~~North ~~Americas~~America (comprising ~~959~~1,322 in the U.S. and 613 in Canada), ~~101~~158 in the EMEA region, and 74 in the ~~APAC~~Asia-Pacific region.

Employees

We believe people are our most important assets, and we strive to attract and retain high-performing talent. Through comprehensive and competitive compensation and benefits, ongoing ~~employee~~ education and development, opportunities and a focus on health and well-being, we strive to support our employees in all aspects of their lives.

We believe we have a talented, motivated and dedicated team, and work to create an inclusive, safe and supportive environment for all team members. Our workforce management practices are designed to align with applicable employment laws and regulations and to support the Company’s strategic objectives.

As a global organization, we recognize and respect the diverse cultural, economic, and regulatory landscapes in which we operate. We aim to adapt our talent management strategies to ensure that we equitably support the members of our global workforce, including tailoring our strategies on a regional basis, whether through localized compensation packages, regional professional development opportunities, or culturally inclusive benefits.

As of December 31, ~~2024~~2025, none of our domestic employees, and only a limited number of our employees located in Europe, were represented by a labor union or have terms of employment that are subject to a collective bargaining agreement. We consider our relationships with our employees to be ~~good~~strong and have not experienced any work stoppages.

Use of Technology & AI in Workforce Management

We use technology, including data analytics tools and limited AI-enabled applications, to support certain human capital management activities such as workforce planning, recruiting process efficiencies, learning and development administration and internal reporting. These tools are intended to assist, rather than replace, human judgment and decision-making. We do not rely on AI as the sole basis for any employment-related decisions, including hiring, compensation, performance evaluation or termination.

Our use of AI is subject to internal governance, policies and oversight designed to promote responsible use, data privacy, security and compliance with applicable laws and regulations, including our Responsible AI Framework, which guides the safe, secure and purpose-aligned adoption of AI technologies. Human review and oversight are incorporated into relevant processes to mitigate the risk of bias, errors or unintended outcomes. We periodically review our practices as technology, regulatory expectations and business needs evolve.

Diversity

We believe that our culture celebrates diverse talent, individual identity, and different points of view, which includes empowering our employees to contribute new ideas that may contribute to our success. ~~Additionally,~~Women ~~women~~ and racial and ethnic minorities collectively constitute a meaningful part of our overall workforce across ~~all~~various levels of our ~~global~~ organization.

Culture and Engagement

We believe empowering employees at all levels is essential to the ongoing improvement of our organization. Open and honest communication among team members, managers and leaders helps create an open, collaborative work environment ~~in which everyone can contribute, grow and succeed~~. Team members are encouraged to ~~approach~~raise ~~their managers with~~ questions, provide feedback ~~or concerns. We also encourage regular, live communication across the organization~~ and ~~host~~share ~~quarterly~~concerns ~~global~~through ~~town~~established ~~halls~~management ~~with our senior leadership~~channels.

We ~~strive~~regularly toseek ~~improve our culture by soliciting~~ employee feedback through surveys, focus groups, and one-on-one meetings. WeThis ~~highly value this~~ feedback, ~~which~~is ~~plays~~reviewed anby ~~important~~management ~~role~~and, inwhere ~~driving~~appropriate, ~~positive~~informs ~~change~~updates ~~within~~to ~~our~~ policies, ~~culture,~~practices and engagement ~~strategies~~initiatives.

Leadership, Training and Development

We ~~focus~~invest ~~on investing~~ in ~~our~~learning ~~global~~and ~~workforce~~development ~~through learning~~ opportunities ~~designed~~intended to enhance ~~our employees'~~ leadership ~~skills and~~ capabilities, ~~and~~functional ~~to otherwise equip our global workforce with the~~ skills ~~they~~and ~~need~~overall toeffectiveness. ~~perform~~Our ~~effectively~~training ~~while~~programs ~~simultaneously~~include ~~improving~~a ~~engagement~~mix ~~and~~of ~~retention. We provide~~ formal and informal learning ~~programs~~opportunities, which ~~are~~may ~~designed~~vary toby ~~help~~role, ~~our~~function ~~employees grow~~ and ~~strengthen their skills throughout their careers~~region. WeThese ~~offer a variety of~~ programs ~~that~~are ~~contribute~~designed to ~~our~~support ~~leadership,~~employee ~~training and~~ development ~~goals~~, ~~and~~engagement ~~comprehensive coaching~~ and ~~mentoring programs that support leadership and employee development~~retention.

WeOur ~~have designed our~~ leadership development ~~programs~~efforts tofocus ~~identify~~on identifying and ~~nurture~~developing future leaders atand ~~every~~supporting ~~level. We prioritize~~ succession planning~~, ensuring a pipeline of talent ready to take on leadership roles~~. ~~Our~~Programs ~~leadership programs~~ emphasize ~~emotional~~skills ~~intelligence,~~such as strategic thinking, ~~and~~ decision-making ~~skills,~~and ~~which~~people ~~empower~~management. ~~employees~~Participation toin ~~step~~leadership ~~into~~and ~~leadership~~development ~~positions~~programs ~~with~~is ~~confidence~~subject ~~and~~to ~~the~~business ~~skills~~needs, ~~they~~role ~~need~~requirements toand ~~succeed~~individual performance considerations.

Compensation and Benefits

We ~~believe~~seek into provide competitive and equitable compensation ~~that~~programs ~~enables~~designed ~~our~~to ~~employees~~attract toand ~~share~~retain intalent ~~our~~and ~~success.~~align Weemployee ~~recognize~~contributions ~~that~~with ~~our~~Company ~~people~~performance. ~~are~~Our ~~most~~compensation ~~likely~~programs toare ~~thrive~~structured ~~when~~based ~~they~~on ~~have~~factors ~~the~~such ~~resources~~as ~~necessary~~role, toskills, ~~meet~~experience, ~~their~~geographic ~~needs~~location and ~~the~~market ~~time~~data. ~~and~~We ~~support~~conduct periodic pay equity analyses to ~~succeed~~help inassess ~~their~~our ~~professional~~compensation practices and, ~~personal~~where ~~lives~~appropriate, make adjustments. ToAs ~~support~~permitted ~~this~~by local law, we may also perform adverse impact analyses related to compensation elements. These analyses are intended to inform management and do not guarantee specific outcomes. We offer a ~~wide~~range ~~variety~~ of benefits ~~for~~that ~~our~~vary ~~employees~~by ~~around~~country ~~the~~and ~~world~~region, ~~and~~which ~~invest~~may ininclude ~~tools~~health and ~~resources~~welfare ~~designed~~benefits, toretirement ~~support~~savings ~~our~~plans, ~~employees’~~paid ~~individual~~time ~~growth~~off, incentive programs and ~~development~~equity-based awards for eligible employees.

Our compensation programs are designed to reinforce our growth agenda and talent strategy, as well as to drive a strong connection between the contributions of our employees and their pay. We conduct annual pay equity analyses to help ensure that our base pay structures are fair and to identify and address potential issues or disparities by appropriately adjusting base pay. Also, as permitted by local law, we perform an annual adverse impact analysis on base pay, annual incentives, and long-term incentives to help ensure fairness.

We provide compensation packages designed to attract and retain talent while maintaining alignment with the market. We believe the structure of our compensation packages provides the appropriate incentives to attract, retain and motivate our employees.Oversight

~~Our~~The ~~base~~Compensation ~~pay~~Committee ~~aligns~~of ~~with~~our ~~employee~~Board ~~positions,~~provides ~~skill~~oversight ~~levels,~~of ~~experience,~~our ~~and~~human ~~geographic~~capital ~~location.~~management ~~Additionally~~strategies, weincluding ~~provide~~compensation ~~competitive~~philosophies ~~employee benefits packages, which vary by country~~ and ~~region. These employee benefits packages may include: employee assistance~~ programs, ~~medical~~leadership ~~and~~development ~~dental insurance, vision insurance, well-being rewards programs, core~~ and ~~supplemental~~succession ~~life insurance~~planning, ~~long~~ and ~~short-term disability~~diversity, ~~accident~~equity and ~~critical~~inclusion ~~illness~~initiatives. ~~insurance,~~Management ~~retirement~~is ~~savings~~responsible ~~plans,~~for ~~prepaid~~the ~~legal~~day ~~services,~~to-day ~~healthy~~execution ~~rewards~~of these programs, ~~identity theft assistance, financial courses~~ and ~~advisors,~~regularly ~~vacation~~reports ~~and~~to ~~holiday~~the ~~pay,~~Compensation ~~annual~~Committee ~~incentive~~on ~~awards,~~relevant ~~recognition programs, and equity awards for eligible employees~~matters.

~~The~~We ~~Compensation~~believe ~~Committee of~~ our ~~Board~~approach ~~of Directors (the "Board") provides oversight of our policies and strategies relating~~ to ~~talent,~~human ~~leadership~~capital ~~and~~resources ~~culture,~~supports ~~including diversity, equity and inclusion, as well as the Company’s compensation philosophies and programs. The Compensation Committee also evaluates and approves~~ our ~~compensation~~business ~~plans,~~strategy ~~policies~~ and ~~programs~~long-term ~~applicable~~growth ~~to our senior executives~~objectives. ~~In addition, the Compensation Committee oversees succession planning and talent development for our senior executives.~~

We believe our approach to human capital resources has been instrumental in our growth and has made us a desirable destination for employees.

Available Information and Use of Our Company Website to Disseminate Information

This Report, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on schedule 14A and all amendments to those reports are made available free of charge through the Company’s website, at www.celsiusholdingsinc.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Additionally, the foregoing reports and amendments thereto are available on the SEC's website at www.sec.gov.

We inform our investors and the public of material corporate information through various channels, including SEC filings, press releases, public conference calls, webcasts, and our official corporate website at www.celsiusholdingsinc.com. We have used, and expect to continue to use, our website as a means of disclosing material information to the public in a broad, non-exclusionary manner, including for purposes of the SEC's Regulation Fair Disclosure ~~(Reg FD)~~. This information may include, without limitation, updates on our financial performance, significant personnel changes, brand developments, and other pertinent matters. We regard the content posted on our corporate website as potentially material to our investors. Therefore, we encourage our investors, the media, customers, consumers, business partners, and other stakeholders to regularly review the materials we disseminate through these platforms. Periodically, we may modify the list of communication channels for disseminating material information. Any such changes will be communicated and updated on our website. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this Report or any other filings we make with the SEC.

Item 1A. Risk Factors.

In addition to the other information contained in this Report, including in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and the ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements and related notes thereto, you should carefully consider the following risks. The occurrence of any of the events discussed below could significantly and adversely affect our business, prospects, financial condition, results of operations, ~~financial condition,~~ and cash flows.

Risk Factors Related to Our Business

We rely on distributors to distribute our products in the DSD ~~sales~~ channel and in international markets. If we are unable to maintain good relationships with our existing distributors, our business will suffer.

We distribute CELSIUS® products in the DSD ~~sales~~ channel bythrough ~~entering into~~ agreements with ~~direct-to-store~~established ~~delivery~~ distributors ~~having~~that ~~established~~provide sales, marketing, and distribution ~~organizations~~infrastructure. ~~During~~Since ~~August~~ 2022, we ~~entered~~have ~~into~~maintained an exclusive distribution agreement with Pepsi for certain ~~parts~~territories ofin the U.S., ~~and~~which we extended ~~this~~in ~~relationship during~~ 2023 and 2024 to ~~certain~~include parts of Canada. ~~During~~In ~~2024~~August 2025, we ~~entered~~further ~~into~~expanded ~~exclusive~~our ~~distribution~~partnership ~~agreements~~ with ~~Suntory~~Pepsi through the A&R Distribution Agreements, under which Pepsi serves as the primary distributor for our portfolio, including Alani Nu and ~~its~~Rockstar, ~~affiliated~~in ~~entities~~the ~~("Suntory~~U.S. ~~Group")~~and Canada. ~~These~~Internationally, we maintain exclusive agreements ~~include~~with the Suntory Group to distribute CELSIUS® products, including Lucozade Ribena Suntory Limited for the United Kingdom ~~of Great Britain and Northern Ireland~~, ~~the~~ Channel Islands, ~~the~~ Isle of Man, and ~~the Republic of~~ Ireland; Frucor Suntory Australia Pty Limited and Frucor Suntory New Zealand Limited for Australia and New Zealand, respectively; and Orangina Schweppes France and Schweppes Suntory Benelux SA for France, Monaco, Belgium, Luxembourg, and the Netherlands. We are substantially reliant on ~~each of~~ these multiyear distribution arrangements and their respective counterparties ~~for~~to ~~the~~support ~~distribution of~~ our ~~products~~growth in the ~~applicable~~respective territories. WeMany ~~anticipate~~of ~~that we will extend~~ these ~~or establish additional distributor arrangements as we continue to expand our operations. These significant~~ distributors ~~are, and certain of our additional distributors may~~ also ~~be, affiliated with and~~ manufacture or distribute ~~other~~competing beverage products~~. In many cases~~, ~~such~~and ~~products~~their ~~compete directly with our products. The~~ sales and ~~distribution~~marketing ~~efforts~~priorities ~~of our distributors~~ are ~~important~~critical ~~for~~to our success. If ~~CELSIUS® proves to be less attractive to~~ our distributors ~~or if we fail to attract new or replacement distributors, or our distributors~~ do not ~~market and~~ promote our products ~~with~~effectively ~~greater~~ or ~~similar~~prioritize ~~focus~~our inportfolio ~~preference~~relative to ~~the~~competing ~~products of our competitors~~brands, ~~then~~or if we ~~may~~fail ~~not~~to ~~have~~attract ~~any meaningful recourse~~ or betransition ~~able~~ to ~~replace~~new ~~such~~ distributors inon a timely ~~manner~~basis, ~~which could have a material adverse effect on~~ our business, financial condition, results of operations, and cash flows could be materially adversely affected.

We have extensive commercial arrangements with Pepsi and, as a result, significant disagreements with Pepsi or a termination of these arrangements could materially adversely impact our financial position and results of operations.

In ~~2024~~2025, sales to Pepsi constituted 5443.72% of our total net revenue, and receivables from Pepsi represented 6246.2% of our total receivables as of December 31, ~~2024~~2025. Pepsi is our primary ~~distribution~~distributor ~~supplier~~ for our products in the U.S. and the exclusive distributor of our products in select territories in Canada. As awe ~~result~~continue to streamline and optimize our distribution strategy, we ~~have~~expect ~~reduced~~ our ~~distributor~~reliance ~~diversification~~on Pepsi to remain significant and may increase over time. Accordingly, we are dependent on Pepsi's domestic and Canadian distribution ~~platforms~~. Given the significant concentration of our supply chain with Pepsi, Pepsi can ~~affect~~influence our strategic decision making as we seek to expand and grow our product lines, and any significant disagreement or a termination of our arrangements with Pepsi could prevent us from distributing our products and would have a material adverse effect on our business, financial condition, results of operations, and cash flows.

IfPepsi’s weincreased ~~fail~~ownership tostake ~~manage~~and ~~future~~additional ~~growth~~Board ~~effectively,~~representation ~~our~~may ~~business~~allow ~~could~~it beto ~~materially~~exert ~~adversely~~greater ~~affected~~influence over our strategic and governance decisions.

WePepsi ~~have~~holds ~~experienced~~a ~~rapid~~significant ~~growth~~ownership position in the ~~past~~Company ~~and~~through weits ~~expect~~preferred ~~our~~equity ~~expansion~~investments toand ~~continue~~has astwo wedesignated ~~enter~~directors ~~more~~serving ~~markets~~on ~~internationally. During~~ the ~~year~~Board. ~~ended~~As ~~December 31,~~a ~~2024~~result, wePepsi ~~grew~~may toexert ~~1,073~~greater ~~employees,~~influence ~~and~~over wecertain ~~expect~~strategic, tooperational ~~further~~and ~~expand~~governance ~~our~~matters, ~~hiring~~including ~~and~~decisions ~~marketing~~related ~~efforts;~~to ~~however~~distribution, wemarketing ~~can~~priorities ~~provide~~and nolong-term ~~assurance that our~~ business orplanning. ~~revenue~~The ~~will~~interests ~~continue~~of toPepsi ~~grow, and any growth~~ may ~~place~~not ~~significant~~always ~~demands~~align onwith ~~management~~those ~~and~~of our ~~operational~~other ~~infrastructure~~stockholders. AsIn ~~we continue to grow~~addition, weunder ~~must~~our ~~manage~~A&R ~~such~~Distribution ~~growth~~Agreements ~~effectively~~and bythe ~~successfully integrating~~Captaincy, ~~developing~~Pepsi ~~and~~has ~~motivating~~ a ~~large~~prominent ~~number~~role ofin ~~new employees, while maintaining~~ the ~~beneficial~~commercialization ~~aspects~~and distribution of our ~~company~~portfolio ~~culture~~in the U.S. IfWhile we dobelieve ~~not~~this ~~manage~~partnership ~~the~~provides ~~growth~~substantial ~~of our business and operations effectively~~benefits, the ~~quality~~increased ofownership ~~our products~~ and ~~efficiency~~Board ofrepresentation ~~our~~by ~~operations~~Pepsi could ~~suffer~~create ~~and~~potential weconflicts ~~may~~of ~~not~~interest, beaffect ~~able~~our ability to ~~execute~~operate onindependently or limit our ~~business~~flexibility ~~plan,~~in ~~which~~pursuing ~~could~~alternative ~~harm~~strategic ~~our~~initiatives. ~~brand,~~Any ~~and~~such influence could have a material ~~adverse~~impact ~~effect~~ on our governance practices, business, financial condition, results of operations, and cash flows. ~~Accordingly, we cannot guarantee that we will achieve our planned growth, or that we will continue to sustain such growth or performance.~~

Our ~~demand~~ability ~~generation~~to ~~strategies~~successfully ~~through~~execute ~~social~~our ~~media~~responsibilities ~~and~~under the ~~use~~Captaincy ofand ~~third-parties,~~the ~~including~~A&R ~~celebrities,~~Distribution ~~social~~Agreements ~~media~~with ~~influencers,~~Pepsi ~~and~~is ~~others~~critical ~~may expose us~~ to ~~risk of negative publicity, litigation, and/or regulatory enforcement action, which could impact~~ our ~~future~~long-term ~~profitability~~performance.

WeOur ~~rely~~A&R onDistribution ~~marketing~~Agreements ~~through~~with ~~social~~Pepsi ~~media~~ and byrelated ~~social~~Transaction ~~media~~Agreement ~~influencers~~formalized ~~and~~the ~~celebrity~~Captaincy, ~~spokespersons~~which ~~that~~has ~~represent~~been ~~the~~designed ~~Celsius brand~~ to ~~generate~~strengthen ~~demand~~coordination ~~for~~within ~~our~~Pepsi’s ~~products~~U.S. ~~The~~distribution ~~promotion~~system ~~of our brand, products, and services through social media and~~ by ~~social~~giving ~~media~~us ~~influencers~~more ~~and~~influence ~~celebrities~~over iscategory ~~subject~~management todecisions ~~FTC~~such ~~regulations~~as ~~and~~product ~~guidance~~facings, ~~including,~~merchandising ~~for~~allocations ~~example, a requirement to disclose any compensatory arrangements between us~~ and ~~influencers~~promotional inexecution ~~any~~for ~~reviews or public statements by such influencers about the Company or~~ our ~~products~~brands. ~~These~~While ~~social~~this ~~media~~structure ~~influencers~~enhances ~~and~~collaboration ~~celebrities,~~ with ~~whom~~Pepsi weand ~~maintain~~market ~~relationships~~visibility, ~~could~~it ~~engage~~also inrequires ~~activities~~significant oralignment ~~behaviors or use their platforms to communicate directly~~ with ~~our~~Pepsi’s ~~customers~~operational inpriorities ~~a manner that violates applicable requirements or reflects poorly on our brand~~ and ~~that~~execution ~~behavior~~capabilities. ~~may~~Any befailure ~~attributed~~by toeither us or ~~otherwise~~Pepsi ~~adversely~~to ~~affect~~fulfill ~~us.~~its ~~In addition~~obligations, ~~influencers~~maintain ~~and~~consistent ~~celebrities~~execution ~~who~~or ~~are~~effectively ~~associated~~manage ~~with us may engage in behavior that is unrelated to us but that causes damage to~~ our ~~brand~~business ~~because~~under ofthe ~~these~~Captaincy ~~associations~~could orresult ~~may~~in ~~make~~lost ~~claims~~sales ~~against~~opportunities, uschannel ~~whether~~inefficiencies or ~~not~~reputational ~~based on facts~~harm. InBecause ~~addition, false information about our products and our ingredients has been and, in~~ the ~~future,~~Captaincy ~~may~~is becentral ~~distributed through social media. Due~~ to the ~~inherent~~long-term ~~nature~~distribution of ~~social~~CELSIUS®, ~~media~~Alani ~~and~~Nu® ~~the manner~~ and ~~speed~~Rockstar® ~~with~~in ~~which~~the ~~such messages are spread~~U.S., weany ~~may~~deterioration ~~not~~in bethis ~~aware~~relationship of or ~~able~~inability to ~~have~~perform ~~such~~under ~~messages removed before they have done significant harm to our business, if at all. Any such activities or behaviors of~~ the ~~social~~arrangement ~~media influencers or celebrities we engage, litigation with such third-parties, or our failure to adhere to regulatory requirements~~ could ~~have~~materially aadversely ~~material~~affect ~~adverse effect on~~ our business, financial condition, results of operations, and cash flows~~, and on our reputation~~.

Consolidation of retailers, wholesalers and distributors in the industry may result in downward pressure on sales prices, and the changing landscape of the retail market, including the growth of e-commerce, could adversely affect our results of operations.

Our industry is being affected by consolidation in retail channels, particularly in North America and Europe. Consolidation can cause significant downward pricing pressure and can impose additional costs on us. Retailers may seek lower prices from us, may demand increased marketing or promotional expenditures in support of their businesses, and may be more likely to use their distribution networks to introduce and develop private-label brands, any of which could negatively affect our profitability. As a result of increased consolidation of ownership and purchasing power in the retail industry, large retailers with increased purchasing power may reduce the prices which they are willing to pay for our products and may also adversely impact our ability to compete in many markets. Additionally, our smaller customers' ability to compete with large retailers may be adversely impacted, resulting in their inability to pay for our products, which, in turn, would reduce our sales. Any inability to successfully manage the potential impact of these commercial changes could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our industry is also being affected by the growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, which may result in a shift away from physical retail operations to digital channels. We may not be able to develop and maintain successful relationships with existing and new e-commerce retailers without suffering a deterioration of our relationships with key customers operating physical retail channels. If we are unable to successfully adapt to the rapidly changing retail landscape, including the growth in digital commerce, our share of sales, volume growth, and overall financial results could be negatively affected. In addition, our success depends in part on our ability to maintain good relationships with key retail customers. The loss of one or more of our key retail customers could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

~~We predominantly rely on co-packers to manufacture our products.~~ If we ~~are~~fail ~~unable~~ to ~~maintain~~manage ~~good~~future ~~relationships~~growth ~~with our co-packers or their ability to manufacture our products becomes constrained or unavailable to us~~effectively, our business could ~~suffer~~be materially adversely affected.

We ~~directly~~have ~~manufacture~~grown arapidly ~~portion~~in ofrecent ~~our~~years ~~products~~and ~~but~~we ~~outsource~~expect ~~the~~our ~~majority~~expansion ~~of manufacturing~~ to ~~co-packers.~~continue ~~Within~~as ~~North America,~~ we ~~have~~enter ~~established~~additional ainternational ~~network~~markets ~~model~~and ~~that~~potentially ~~leverages~~pursue ~~co-packers~~additional ~~and~~strategic ~~warehousing~~expansion ~~across~~opportunities ~~various~~in ~~geographical~~the ~~areas~~U.S. ~~This~~During ~~model~~the ~~also~~year ~~includes~~ended ~~alternative~~December 31, ~~warehousing~~2025, ~~and~~we ~~co-packing~~grew ~~arrangements~~ to ~~mitigate~~1,497 ~~risks~~employees, and ~~reduce~~we ~~our~~expect ~~reliance on any single geographical area. These co-packers may not be able~~ to ~~fulfill~~further expand our ~~demand~~hiring asand itmarketing ~~arises,~~efforts; ~~or they may fail to meet our product specifications~~however, ~~could~~we ~~begin~~can toprovide ~~charge~~no ~~rates~~assurance that ~~make~~our ~~using~~business ~~their services cost inefficient~~ or ~~may~~revenue ~~simply~~will ~~not~~continue beto ~~able~~grow orand ~~willing~~any togrowth ~~provide~~may ~~their~~place ~~services~~significant todemands us on amanagement ~~timely~~and ~~basis~~our oroperational ~~at all~~infrastructure. ~~There~~As ~~could~~we ~~also~~continue beto ~~food~~grow, ~~safety~~we ~~concerns~~must ormanage ~~other~~such ~~regulatory~~growth ~~compliance~~effectively ~~issues~~by ~~with~~successfully ~~our co-packers~~integrating, ~~which~~developing ~~could~~and ~~require~~motivating ~~them~~a tolarge ~~(temporarily~~number orof ~~permanently)~~new ~~cease~~employees, ~~manufacturing~~including ~~product~~those ~~and/or~~employed ~~necessitate~~by ~~destruction~~companies ofwe ~~product~~acquire, ~~that~~while ~~they~~maintaining ~~have already manufactured. In~~ the ~~event~~beneficial ofaspects ~~any disruption or delay in production~~ of ~~product by~~ our ~~co-packers,~~company ~~whether~~culture. ~~caused~~If bywe ado ~~rift~~not inmanage ~~our relationship or~~ the ~~inability~~growth of our ~~co-packers~~business toand ~~manufacture~~operations ~~our products as required~~effectively, ~~we would need to secure~~ the ~~services~~quality of ~~alternative~~our ~~co-packers.~~products Weand ~~may~~efficiency beof ~~unable~~our tooperations ~~procure~~could ~~alternative~~suffer ~~packing~~and ~~facilities~~we atmay ~~commercially~~not ~~reasonable~~be ~~rates~~able orto ~~within~~execute aon ~~reasonably~~our ~~short~~business ~~time period~~plan, ~~and~~which ~~any such transition~~ could beharm ~~costly.~~our ~~Although,~~brands asand ~~discussed~~have ~~below,~~a wematerial ~~acquired~~adverse ~~one~~effect ofon our ~~co-packers~~business, onfinancial ~~November 1~~condition, ~~2024,~~results ~~such~~of ~~acquisition~~operations ~~presents~~and ~~additional~~cash ~~risks~~flows. ~~and~~Accordingly, ~~does~~we ~~not~~cannot ~~mitigate~~guarantee ~~the~~that ~~risks~~we ~~presented~~will byachieve our ~~continued~~planned ~~use of co-packers~~growth, ~~any~~or ofthat ~~which~~we ~~risks~~will ~~could~~continue ~~have~~to asustain ~~material~~such ~~adverse~~growth ~~effect~~or ~~on our business, financial condition, results of operations, and cash flows~~performance.

WeOur ~~may~~demand ~~not~~generation bestrategies ~~able~~through social media and the use of third-parties, including celebrities, social media influencers, and others, as well as the expanding use of AI tools and AI-generated content, may expose us to ~~successfully~~risk ~~integrate~~of ~~Alani~~negative Nupublicity, litigation, and/or ~~other~~regulatory ~~businesses~~enforcement ~~that~~action, wewhich ~~may~~could ~~acquire~~impact our future profitability.

~~Our~~We ~~ability~~rely toon ~~successfully~~marketing ~~implement~~through ~~our~~social ~~business~~media ~~plan~~ and ~~achieve~~by ~~targeted~~social ~~financial~~media ~~results~~influencers isand ~~dependent~~celebrity onspokespersons that represent our ~~ability~~brands to ~~successfully~~generate ~~integrate~~demand ~~Alani~~for Nuour products. The promotion of our brands, products and ~~other~~services ~~businesses~~through social media, including by social media influencers and celebrities, is subject to FTC regulations and guidance that werequire ~~may~~clear ~~acquire~~disclosure of any compensatory arrangements between us and such endorsers in their public statements or reviews about the ~~future~~Company or our products. ~~The~~These ~~process~~social ofmedia ~~integrating~~influencers ~~Alani~~and Nucelebrities, ~~and~~with ~~any~~whom ~~other~~we ~~acquired~~maintain ~~businesses~~relationships, ~~involves~~could ~~risks~~engage in activities or behaviors or use their platforms to communicate directly with our customers in a manner that violates applicable requirements or reflects poorly on our brand and that behavior may be attributed to us or otherwise adversely affect us. ~~These~~Influencers ~~risks~~and ~~include,~~celebrities ~~but~~who are ~~not~~associated ~~limited~~with us may engage in behavior that is unrelated to: us but that causes damage to our brand because of these associations or may make claims against us whether or not based on facts.

~~•demands~~In onaddition, ~~management~~the ~~related~~rapid growth of AI-generated content increases the risk that misinformation, manipulated media, or unauthorized endorsements relating to our products could be created and disseminated without our knowledge or consent. AI tools may also facilitate the ~~increase~~automated inspread or amplification of false or misleading information about our ingredients, product safety or business practices. Due to the ~~size~~inherent nature of social media and the speed with which AI-driven content can propagate, we may be unable to detect or correct such information before it reaches a wide audience and causes harm to our brands. Any negative publicity, regulatory action or litigation arising from influencer activity, third-party conduct or the dissemination of AI-generated or AI-amplified misinformation could materially adversely affect our reputation, business;, financial condition, results of operations and cash flows.

~~•diversion~~Consolidation of ~~management’s~~retailers, ~~attention~~wholesalers ~~from~~and distributors in the ~~management~~industry may result in downward pressure on sales prices and the changing landscape of ~~daily~~the retail market, including the growth of e-commerce, could adversely affect our results of operations;.

~~•difficulties~~Our industry is being affected by consolidation in ~~the~~retail ~~assimilation~~channels, particularly in North America and Europe. Consolidation can cause significant downward pricing pressure and can impose additional costs on us. Retailers may seek lower prices from us, may demand increased marketing or promotional expenditures in support of ~~different~~their ~~corporate~~businesses ~~cultures~~and may be more likely to use their distribution networks to introduce and develop private-label brands, any of which could negatively affect our profitability. As a result of increased consolidation of ownership and purchasing power in the retail industry, large retailers with increased purchasing power may reduce the prices which they are willing to pay for our products and may also adversely impact our ability to compete in many markets. Additionally, our smaller customers' ability to compete with large retailers may be adversely impacted, resulting in their inability to pay for our products, which, in turn, would reduce our sales. Any inability to successfully manage the potential impact of these commercial changes could have a material adverse effect on our business, ~~practices;~~financial condition, results of operations and cash flows.

~~•difficulties~~Our industry is also being affected by the growth in ~~conforming~~sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, which may result in a shift away from physical retail operations to digital channels. We may not be able to develop and maintain successful relationships with existing and new e-commerce retailers without suffering a deterioration of our relationships with key customers operating physical retail channels. If we are unable to successfully adapt to the ~~acquired~~rapidly ~~company’s~~changing ~~accounting~~retail ~~policies~~landscape, including the growth in digital commerce, our share of sales, volume growth and overall financial results could be negatively affected. In addition, our success depends in part on our ability to ~~ours;~~maintain good relationships with key retail customers. The loss of one or more of our key retail customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

•retaining employees who may be vital to the integration of departments, information technology systems, including accounting systems, technologies, books and records, and procedures, and maintaining uniform standards, such as internal controls, procedures, and policies; and

•costs and expenses associated with any undisclosed or potential liabilities.

Failure to successfully integrate Alani Nu or any other acquired businesses may result in reduced levels of revenue, earnings, or operating efficiency than might have been achieved if we had not acquired such businesses.

In addition, the acquisition of Alani Nu will result, and any future acquisitions could result, in the incurrence of additional debt and related interest expense, contingent liabilities, and amortization expenses related to intangible assets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not be able to achieve the benefits that we expect to realize as a result of the acquisition of Alani Nu. Failure to achieve such benefits could have an adverse effect on our financial condition and results of operations.

We may not be able to realize anticipated cost savings, revenue enhancements, or other synergies from the acquisition of Alani Nu, either in the amount or within the time frame that we expect. In addition, the costs of achieving these benefits may be higher than, and the timing may differ from, what we expect. Our ability to realize anticipated cost savings, synergies, and revenue enhancements may be affected by a number of factors, including, but not limited to, the following:

•the use of more cash or other financial resources on integration and implementation activities than we expect;

•unanticipated increases in expenses unrelated to the acquisition of Alani Nu, which may offset the expected cost savings and other synergies from such acquisition;

•our ability to eliminate duplicative back office overhead and redundant selling, general, and administrative functions; and

•our ability to avoid labor disruptions in connection with the integration of Alani Nu, particularly in connection with any headcount reduction.

While we expect the acquisition of Alani Nu to create significant opportunities to reduce our combined operating costs, these cost savings reflect estimates and assumptions made by our management, and it is possible that our actual results will not reflect these estimates and assumptions within our anticipated timeframe or at all. If we fail to realize anticipated cost savings, synergies, or revenue enhancements, our financial results may be adversely affected, and we may not generate the cash flow from operations that we anticipate.

~~Alani~~We Nupredominantly ~~may~~rely ~~have~~on ~~liabilities~~co-packers ~~that~~to manufacture our products. If we are ~~not~~unable ~~known~~to maintain good relationships with our co-packers or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer.

~~Alani~~We Nudirectly ~~may~~manufacture ~~have~~a ~~liabilities~~portion ~~that~~of weour ~~failed,~~products orbut ~~were~~outsource ~~unable,~~the tomajority ~~discover~~of inmanufacturing ~~the~~to ~~course~~co-packers. ofWithin ~~performing~~North ~~our~~America, ~~due~~we ~~diligence~~have ~~investigations.~~established Wea ~~cannot~~network ~~assure~~model ~~you~~ that ~~the~~leverages ~~indemnification~~co-packers ~~available~~and towarehousing usacross ~~under~~various ~~the~~geographical ~~acquisition~~areas. ~~agreement~~This inmodel ~~respect~~also ofincludes ~~the~~alternative ~~acquisition~~warehousing ofand ~~Alani~~co-packing Nuarrangements orto ~~the~~mitigate ~~representation~~risks and ~~warranty~~reduce ~~insurance~~our ~~procured~~reliance byon usany insingle ~~connection~~geographical ~~with~~area. ~~such~~These ~~agreement~~co-packers ~~will~~may be ~~sufficient~~unable into ~~amount,~~meet ~~scope~~our ordemand ~~duration~~as it arises, fail to ~~fully~~comply ~~offset~~with ~~the~~our ~~possible~~product ~~liabilities~~specifications, ~~associated~~charge ~~with~~rates ~~Alani~~that ~~Nu’s~~make ~~business~~using their services cost inefficient, or ~~property~~may ~~that~~be weunable ~~will~~or ~~assume~~unwilling ~~upon~~to ~~consummation~~provide oftheir ~~our~~services ~~acquisition~~to ofus ~~Alani~~on Nua timely basis or at all. WeIn addition, we may ~~learn~~enter ~~additional~~into ~~information~~manufacturing ~~about~~or ~~Alani~~supply Nuagreements that ~~materially~~include ~~adversely~~minimum ~~affects~~order usquantity requirements, ~~such~~and asif ~~unknown~~we orfail ~~contingent~~to ~~liabilities~~meet ~~and~~such ~~liabilities~~requirements, ~~related~~we could be subject to ~~compliance~~contractual ~~with~~penalties, ~~applicable~~increased ~~laws~~costs, or potential disputes or litigation. ~~Any~~There ~~such~~could ~~liabilities,~~also ~~individually~~be food safety concerns or inother ~~the~~regulatory ~~aggregate~~compliance issues with our co-packers, which could ~~have~~require athem ~~material~~to ~~adverse~~(temporarily ~~effect~~or onpermanently) ~~our~~cease ~~business,~~manufacturing ~~financial~~product ~~condition,~~and/or ~~results~~necessitate destruction of ~~operations~~product ~~and~~that ~~cash~~they ~~flows~~have already manufactured.

Any failure by our co-packers to comply with applicable food safety, quality, labor, environmental or other regulatory requirements, or any actual or perceived product contamination, quality issue or misconduct at a co-packer facility, could result in product recalls, regulatory action, litigation, negative publicity, or loss of consumer confidence in our brands. Such events could have a disproportionate impact on our reputation and brand value, even if isolated to a single co-packer or limited production run.

In the event of any disruption or delay in production of product by our co-packers, whether caused by a rift in our relationship or the inability of our co-packers to manufacture our products as required, we would need to secure the services of alternative co-packers. We may be unable to procure alternative packing facilities at commercially reasonable rates or within a reasonably short time period, and any such transition could be costly.

In addition, although we acquired one of our co-packers on November 1, 2024, such acquisition does not mitigate the risks presented by our continued reliance on third-party co-packers and instead exposes us to additional risks associated with owning and operating a manufacturing facility, including operational disruptions, labor and safety issues, capital and maintenance costs, increased regulatory compliance requirements and potential reputational harm, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not be able to successfully integrate Alani Nu, Rockstar or other businesses that we may acquire in the future or achieve the expected benefits of such acquisitions, and any such acquisitions may expose us to potential brand overlap, market cannibalization or cultural integration challenges.

The successful integration of Alani Nu, Rockstar or other businesses that we may acquire involves complex operational, financial and cultural challenges. These integrations require significant financial or management attention and resources, including aligning accounting policies, systems and controls, consolidating technology platforms and supply chains and harmonizing business practices and corporate cultures. Integration efforts may also create demands on management related to the increased scale of our operations and may divert attention from ongoing daily activities. We must retain key employees critical to managing the integration of acquired departments and information systems while maintaining consistent internal controls and procedures. In addition, integration activities may expose us to undisclosed or potential liabilities associated with acquired entities. If we fail to effectively execute integration plans and achieve operational alignment across brands, we may not achieve the anticipated benefits, synergies or operating efficiencies, which could result in lower revenue, increased costs or reduced profitability. The costs of achieving these benefits may be higher, or the timing may be longer than we expect. Furthermore, our acquisitions have increased our indebtedness and will result in ongoing interest, contingent liability and amortization expenses related to intangible assets, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The Alani Nu and Rockstar acquisitions have expanded our portfolio into new energy and wellness segments, which may create overlap in consumer bases, retail placement or brand positioning. While we view these acquisitions as complementary to our business, there is a risk that certain product offerings may compete for similar customers or retail shelf space, leading to brand cannibalization or dilution. Effectively managing brand identity, pricing strategies and promotional focus across our expanded portfolio is critical to maintaining distinct market positioning. In addition, the integration of Alani Nu and Rockstar requires the alignment of different brand cultures, marketing approaches and operational models. If we are unable to successfully differentiate our brands, preserve their individual strengths or integrate their operations and teams without disruption, our growth potential could be limited and our results of operations and brand equity could be adversely affected.

Alani Nu, Rockstar or other acquired businesses may have liabilities that are not known to us.

Alani Nu, Rockstar or other acquired businesses may have liabilities that are not known to us. We may fail to identify, or be unable to discover, certain liabilities during the course of our due diligence investigations. We cannot assure you that the indemnification rights available to us under the acquisition agreements for Alani Nu or Rockstar, or the representation and warranty insurance procured in connection with those agreements, will be sufficient in amount, scope or duration to offset potential liabilities associated with the businesses or properties acquired. Following the acquisitions, we may learn additional information that materially adversely affects us, such as unknown or contingent liabilities, including those related to compliance with applicable laws, tax matters, employment obligations or product claims. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Growth through acquisitions involves a number of risks and an inability or failure to address the challenges associated with strategic transactions and related integration risks could adversely affect our business and results of operations.

We regularly review and evaluate potential acquisitions, joint ventures, distribution agreements, divestitures, and other strategic transactions. The success of these transactions isdepends ~~dependent~~on ~~upon,~~our ~~among~~ability ~~other~~to ~~things,~~identify ~~our~~suitable ~~ability~~opportunities, toobtain ~~realize~~required ~~the~~consents ~~full~~and ~~extent~~approvals ofand realize the expected ~~returns,~~ benefits, cost savings orand synergies ~~as a result of a transaction,~~ within ~~the~~ anticipated ~~time frame~~timeframes, orif at all,. ~~and~~Growth ~~receipt~~through ofacquisitions ~~necessary~~involves ~~consents,~~a ~~clearances~~number ~~and~~of ~~approvals.~~risks, ~~Failure~~including tochallenges ~~successfully~~in ~~complete~~identifying orand ~~manage~~completing ~~strategic~~ transactions ~~could~~with ~~adversely~~complementary ~~affect~~businesses, ~~our~~integrating ~~business.~~acquired Ifoperations weand domanagement ~~not~~teams, ~~successfully~~maintaining ~~integrate~~effective ~~and~~internal ~~manage~~controls ~~our~~and ~~acquired~~retaining ~~businesses,~~key ~~brands~~employees orand ~~bottling~~customer ~~operations,~~relationships. orSuch iftransactions wemay ~~are~~divert ~~unable~~management’s toattention ~~realize~~from aongoing ~~significant~~operations, ~~portion~~result ofin the ~~anticipated~~issuance ~~benefits~~ of ~~our~~equity ~~joint~~that ~~ventures~~dilutes existing stockholders, or ~~strategic~~require ~~relationships,~~us ~~our~~to ~~business~~incur ~~and~~significant ~~financial~~debt ~~results~~or ~~could~~contingent ~~suffer~~liabilities.

Growth through acquisitions involves a number of risks, including, but not limited to the following:

•the ability to identify and consummate transactions with complementary acquisitions candidates;

•the successful operation and integration of acquired companies;

•the efficiency and effectiveness of the acquired companies' internal control environment;

•diversion of management's attention from other daily functions;

•issuance by us of equity securities that would dilute ownership of our existing stockholders;

•incurrence or assumption of significant debt and contingent liabilities; and

•possible loss of key employees and/or customer relationships of the acquired companies.

On November 1, 2024, we acquired all of the equity interests of Big Beverages Contract Manufacturing L.L.C. ("Big Beverages"), a canned beverage manufacturer and co-packing partner of the Company. Acquisitions such as this, involving businesses, brands or bottling operations may involve significant challenges and risks, and the expected benefits may take longer to realize than expected or may not be realized at all. Our business may also be adversely affected if we are unable to successfully integrate this or other acquired businesses, brands or bottling operations, or if we are unable to consolidate such operations. To the extent we integrate Big Beverages or other acquired businesses, brands or bottling operations, it is possible that we will not realize the expected benefits from any such completed acquisition over the timeframe we expect, or at all, or that our existing operations will be adversely affected as a result of such acquisitions. Integrating the operations of Big Beverages or other acquired businesses, brands or bottling operations can be a difficult, costly and time-consuming process that involves a number of risks including, but not limited to, the integration of company cultures and management teams, retaining key employees and customers, increased exposure to certain governmental regulations and compliance requirements, increased costs, and use of resources. We may face difficulties in operating through new business models and/or supply chain models, or in new categories or territories, and challenges in extending Company controls (including internal controls over financial reporting, disclosure controls and procedures, data protection and cybersecurity), policies and governance structures (including with respect to food safety and quality, occupational safety, and sustainability) to Big Beverages or other newly acquired businesses, brands or bottling operations, which may result in increased costs and negative publicity. The costs of achieving benefits from our acquisition of Big Beverages or other acquisitions could be higher than we expected. Therefore, the acquisition and integration of Big Beverages or other acquired businesses, brands or bottling operations may not contribute to our earnings as expected, we may not achieve profit margin targets when expected, or at all, and we may not achieve the other anticipated strategic financial benefits of such transactions. Any such failure could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our customers are material to our success. If we are unable to maintain good relationships with our existing customers, our business could suffer.

Our customers, including distributors, grocery chains, convenience chains, drug stores, nutrition stores, mass merchants, club warehouses and other customers, may decide for any reason or no reason at all to discontinue carrying all or any of our products, which could cause our business to suffer. Such decisions are outside of our control and may be made based upon any number of reasons, including cost, changing consumer tastes and preferences and the availability of competing products. Such a loss of customers could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Increases in cost or shortages of raw materials or increases in costs of co-packing could harm our business.

The principal raw materials used in producing our products are flavors and ingredient blends as well as aluminum cans, the prices of which are subject to fluctuation. We are uncertain whether the prices of any of the foregoing or any other raw materials or ingredients we utilize will rise in the future and whether we will be able to pass any of such increases on to our customers. We do not use hedging agreements or alternative instruments to manage the risks associated with securing sufficient ingredients or other raw materials. In addition, some of these raw materials, ~~such as our sleek 12 ounce can,~~ are available only from a limited number of suppliers. In the past, our industry has experienced shortages of aluminum cans. Periodic and often unpredictable industry-wide shortages of raw materials, including aluminum cans, could disrupt or delay the production of certain products and adversely affect our financial performance. As alternative sources of supply may not be available, any interruption in the supply of such raw materials could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

~~We must continually maintain~~Tariffs, ~~protect~~inflationary orpressures ~~upgrade~~and ~~our~~global ~~information~~supply-chain ~~technology~~disruptions ~~systems,~~could ~~including~~increase ~~protecting~~costs ~~us from internal~~ and ~~external~~reduce ~~cyber-security threats~~profitability.

~~Information technology enables us to operate efficiently~~Tariffs, ~~interface~~inflationary ~~with~~pressures ~~customers, maintain financial accuracy~~ and ~~efficiency~~global ~~and~~supply-chain ~~accurately~~disruptions ~~produce~~could increase our ~~financial~~costs ~~statements. If we do not appropriately allocate~~ and ~~effectively~~reduce ~~manage~~profitability. ~~the~~The ~~resources~~imposition ~~necessary~~or toexpansion ~~build~~of ~~and~~tariffs ~~sustain~~on ~~the~~raw ~~proper technology infrastructure~~materials, wepackaging ~~could~~or beimported ~~subject to transaction errors~~goods, ~~processing~~including ~~inefficiencies~~aluminum, ~~the~~may ~~exposure~~increase ofproduction ~~private~~and ~~data,~~distribution ~~the~~costs ~~loss of customers, business disruptions,~~ or limit the ~~loss~~availability of orkey ~~damage to our intellectual property or brand image through security breaches, including internal and external cyber-security threats~~inputs. ~~Cyber-security~~While ~~attacks~~tariffs byhave ~~hackers,~~not ~~criminal~~materially ~~groups~~impacted orour ~~nation-state~~results ~~organizations~~of ~~are~~operations ~~evolving and include, but are not limited~~ to, ~~malicious software (malware~~date, ~~ransomware~~inflationary ~~and~~trends ~~viruses),~~affecting ~~phishing and social engineering~~commodities, ~~cyber extortion~~freight, ~~attempts~~labor ~~to gain unauthorized access to networks, computer systems~~ and ~~data,~~fuel ~~malicious~~can oralso ~~negligent~~increase ~~actions~~our ofcost ~~employees~~base ~~(including misuse of information they are entitled to access)~~ and ~~other~~reduce ~~forms~~margins. ofIn ~~electronic~~addition, ~~security~~supply-chain ~~breaches that could lead to~~ disruptions ~~in business systems~~, anwhether ~~inability~~driven toby ~~process~~geopolitical ~~customer orders or lost customer orders~~events, ~~unauthorized~~trade ~~access~~restrictions, ~~destruction,~~transportation ~~loss,~~constraints ~~alteration, falsification, unavailability~~ or ~~release~~macroeconomic ofvolatility, ~~material~~could ~~confidential~~delay orproduct ~~otherwise protected information and corruption of data. Additionally~~shipments, ~~threat~~increase ~~actors’~~lead ~~use~~times ofand ~~artificial~~impact ~~intelligence~~our ~~could~~ability ~~further~~to ~~enhance~~meet ~~the~~customer ~~frequency and effectiveness of such attacks~~demand. ~~Such~~Although ~~cyberattacks~~we ~~could~~seek ~~result~~to inmitigate ~~violations~~these ofrisks ~~data~~through ~~protection~~supplier ~~laws~~diversification and ~~regulations,~~cost ~~damage~~management ~~to the reputation and credibility of the Company~~initiatives, ~~loss~~our ~~of opportunities to acquire or divest of businesses, and loss of~~ ability to ~~commercialize~~recover ~~products~~increased ~~developed~~costs through ~~research~~pricing ~~and~~is ~~development~~limited ~~efforts,~~by ~~any~~competitive ofmarket ~~which~~conditions. ~~could~~Sustained ~~require~~or usworsening toinflation, ~~spend~~tariff ~~significant~~actions ~~financial~~ or ~~other~~supply-chain ~~resources~~instability ~~to remedy, and, therefore,~~ could ~~have~~materially aadversely ~~material~~affect ~~adverse effect on~~ our ~~business~~operations, financial condition, and results of operations~~, and cash flows~~.

We also rely on relationships with third parties, including suppliers, distributors, co-packers, contractors, cloud data storage and other information technology service providers and other external business partners, for certain functions or for services in support of our operations. These third-party service providers, and partners, with whom we may share data including without limitation, for data hosting, back-office support, and other functions, are subject to similar risks as we are, relating to cyber-security, privacy violations, business interruption, and systems, as well as employee failures. While we have procedures in place for selecting and managing our relationships with third-party service providers and other business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational and operational risk. These third parties may experience cyber-security incidents that may involve data we share with them or rely on them to provide to us, and the need to coordinate with such third-parties, including with respect to timely notification and access to personnel and information concerning an incident, may complicate our efforts to resolve any issues that arise.

In addition, if our data management systems do not effectively collect, store, process and report relevant data for the operation of our business (whether due to network or equipment malfunction or constraints, software deficiencies, cyber-security attack or human error), our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially. Any such impairment could have a material adverse effect on our business, financial condition, results of operations, and cash flows, and the timeliness with which we report our internal and external operating results. There are no assurances that our cyber-security insurance would be adequate in relation to any incurred losses. Moreover, as cyber-security attacks increase in frequency and magnitude, we may be unable to obtain cyber-security insurance in amounts and on terms we view as appropriate for our operations.

Our failure to accurately estimate demand for our products could adversely affect our business and financial results.

We may not correctly estimate demand for our products. Our ability to estimate demand for our products relies on various assumptions that may ultimately prove to be incorrect, particularly with regard to new products, and our estimates may be less precise during periods of growth, including in new markets. If we materially underestimate demand for our products or, as discussed above, we are unable to secure sufficient ingredients, flavors, aluminum cans and other raw materials or packaging materials for our beverage products or we experience difficulties with our co-packing arrangements, including production shortages or quality issues, we might not be able to satisfy demand on a short-term basis.

IfWe wemust docontinually ~~not accurately anticipate the future demand for a particular product or the time it will take to obtain new inventory~~maintain, ~~our inventory levels may be inadequate~~protect, and ~~our~~upgrade ~~results of operations may be negatively impacted. If we fail to meet~~ our ~~shipping~~information-technology ~~schedules~~systems, weincluding ~~could~~protecting ~~damage~~against ~~our~~internal ~~relationships~~and ~~with~~external ~~distributors~~cyber-security ~~or retailers~~threats, ~~increase~~data ~~our~~breaches distribution costs or cause sales opportunities to be delayed or lost. In order to be able to deliver our products on a timely basis, we need to maintain adequate inventory levels of the desired products. Conversely, we may experience a decrease in demand due to activities outside of our control, such as a general decrease in the demand for energy drinks, consumers shifting preferences away from our products and toemerging ~~our competitors or to alternative beverages, or the actions of our third~~AI-~~party~~driven ~~distributors or retailers~~attacks. IfAny ~~the~~such ~~inventory~~breach ~~of our products held by our distributors~~ or ~~retailers~~system isfailure ~~too high, they will not place orders for additional products, which~~ could ~~unfavorably~~result ~~impact our future sales. Any inability to maintain sufficient product quantities as sales increase, or to anticipate future decreases~~ in ~~product~~significant ~~demand for any reason, could have a material adverse effect on our~~ business, ~~financial condition~~disruption, ~~results~~reputational ofharm ~~operations,~~ and ~~cash~~regulatory ~~flows~~exposure.

IT enables us to operate efficiently, manage and support customer-facing digital interactions, maintain financial accuracy and safeguard proprietary data. If we fail to allocate and manage sufficient resources to build and maintain proper technology infrastructure, we could be exposed to transaction errors, process inefficiencies, data breaches, business interruptions, an inability to process or fulfill customer orders or loss of intellectual property and brand value. Cybersecurity threats, whether from hackers, criminal groups or nation-state actors, continue to evolve and may include malicious software, phishing, social engineering, cyber extortion or unauthorized access to networks and data, including malicious or negligent actions by employees or other insiders. The emergence of AI has further increased the speed, sophistication and frequency of these threats. Any such incident could lead to business disruptions, system outages, loss of customer or confidential information, data alteration or destruction, reputational harm and regulatory or legal exposure.

We rely extensively on enterprise resource planning systems and other IT systems to support key business processes, including financial reporting, accounting, inventory management, supply chain operations and other operational activities. The effective operation of these systems depends on their integrity, availability and ability to integrate with other internal and third-party systems. Any failure, disruption, degradation or security incident affecting our enterprise resource planning systems, including those arising from system defects, human error, power outages, cyber incidents, unsuccessful upgrades or implementations or reliance on third-party vendors, could impair our ability to operate efficiently, process transactions accurately or produce timely and reliable financial information. Such events could result in operational disruptions, control deficiencies, remediation costs or delays in reporting and could materially adversely affect our business, financial condition, results of operations and cash flows.

We also rely on numerous third parties, including suppliers, distributors, co-packers, cloud providers and other business partners, for critical technology and operational functions. Our reliance on cloud service providers such as Amazon Web Services, Microsoft Azure and other third-party platforms exposes us to risks from service interruptions, outages or security failures outside of our control. Prolonged downtime or performance issues with these providers could impair our ability to process transactions, manage operations or access essential data. Because we do not control the cybersecurity or data protection practices of these third parties, breaches or outages affecting their systems could also compromise our data or disrupt our operations. Because we do not control the operations, governance, or compliance practices of these third parties, our reliance on them may increase our exposure to cybersecurity incidents, business interruptions, and regulatory or legal risk. Although we maintain procedures, training and insurance coverage designed to reduce these risks, no system is completely secure or immune to interruption. Coordination with third-party providers in responding to an incident may delay containment or mitigation efforts, increasing potential losses.

We use AI and automated technologies in certain operational, analytical and forecasting processes and overreliance on, or errors in these systems, could impair decision-making, disrupt operations or introduce unintended vulnerabilities. A significant cybersecurity breach, third-party outage or prolonged system failure could result in violations of data protection laws, reputational damage, operational delays, loss of intellectual property or material financial costs. There can be no assurance that our insurance coverage will be adequate to cover all losses associated with such incidents or will remain available on commercially reasonable terms. Any such event could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Furthermore, as with many innovations, AI presents risks, challenges and unintended consequences that could affect its adoption, and therefore our business. AI algorithms and training methodologies may be flawed, ineffective or inadequate. The rapid evolution of AI, particularly the anticipated government regulation of AI, could require significant resources for compliance, whether in the development, testing or maintenance of such systems or software. AI development or deployment practices by us or third-party providers could increase vulnerability to cybersecurity risks and require additional resources to implement heightened cybersecurity measures to protect the security of our data. These potential issues and other failures of any potential AI systems could subject us to competitive harm, regulatory action, legal liability and brand or reputational harm.

The legal, regulatory and ethical landscape surrounding the use of AI and machine learning technologies is rapidly evolving. As we use AI and automated tools in certain operational, analytical, marketing and forecasting activities, we have established a Responsible AI Framework that sets forth principles, governance and operational practices intended to support the responsible, safe and secure deployment of these technologies in alignment with our business objectives, values and regulatory obligations; however, the effectiveness of this framework cannot be fully assured given the evolving nature of AI technologies and applicable regulations. AI systems may produce inaccurate, biased or misleading outputs, compromise confidential or sensitive information, or give rise to intellectual property or data-related claims, despite the application of the Responsible AI Framework, any of which could result in operational disruptions, increased costs, regulatory scrutiny or reputational harm and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our failure to accurately estimate demand for our products could adversely affect our business and financial results.

We may not correctly estimate demand for our products. Our ability to estimate demand for our products relies on various assumptions that may ultimately prove to be incorrect, particularly with regard to new products and our estimates may be less precise during periods of growth, including in new markets. If we materially underestimate demand for our products or, as discussed above, we are unable to secure sufficient ingredients, flavors, aluminum cans and other raw materials or packaging materials for our products or we experience difficulties with our co-packing arrangements, including production shortages or quality issues, we might not be able to satisfy demand on a short-term basis.

If we do not accurately anticipate the future demand for a particular product or the time it will take to obtain new inventory, our inventory levels may be inadequate and our results of operations may be negatively impacted. If we fail to meet our shipping schedules, we could damage our relationships with distributors or retailers, increase our distribution costs or cause sales opportunities to be delayed or lost. In order to be able to deliver our products on a timely basis, we need to maintain adequate inventory levels of the desired products. Conversely, we may experience a decrease in demand due to activities outside of our control, such as a general decrease in the demand for energy drinks, consumers shifting preferences away from our products and to our competitors or to alternative beverages or the actions of our third-party distributors or retailers. If the inventory of our products held by our distributors or retailers is too high, they will not place orders for additional products, which could unfavorably impact our future sales. Any inability to maintain sufficient product quantities as sales increase or to anticipate future decreases in product demand for any reason, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of our products.

Various jurisdictions may adopt additional product labeling or warning requirements or limitations on the marketing or sale of our products as a result of, among other things., the ingredients we use or allegations that our products cause adverse health effects. If these types of requirements become applicable to one or more of our products, they may inhibit sales of such products. For example, under one such law in California, known as Proposition 65, if the State has determined that a substance causes cancer, birth defects or other reproductive harm, a warning must be provided for any product sold in the state that exposes consumers to that substance, unless the exposure falls under an established safe harbor level or another exemption is applicable. ~~During 2024, we became subject to allegations that we are violating Proposition 65, which we believe is without merit.~~ If we were required to add Proposition 65 warnings on the labels of one or more of our products produced for sale in California, the resulting consumer reaction to the warnings and possible adverse publicity could negatively affect our sales both in California and in other markets. In addition, we are aware of ongoing efforts in the U.S. and in certain foreign countries to seek governmental review of the energy drink industry, including with respect to advertising claims, health claims, caffeine content, and marketing to individuals under the age of 18. Should we become the target of government review or experience limitations on or additional requirements with respect to the marketing or sale of our products, our business, financial condition, results of operations, and cash flows may be materially, and adversely impacted.

Our continued expansion outside of the U.S. exposes us to uncertain conditions and other risks in international markets.

We ~~have~~sell ~~sales~~our of products internationally in a variety of markets, and ~~most~~distribute ~~recently~~products ~~began distribution~~ through third-parties in the United Kingdom ~~of Great Britain and Northern Ireland~~, ~~the~~ Channel Islands, ~~the~~ Isle of Man, ~~the Republic of~~ Ireland, France and Monaco, and Australia, New Zealand, and the Pacific Islands. In 2024, we established our ~~international~~global ~~operations~~center ~~hub~~of excellence in Dublin, Ireland, to, among other things, better support our international expansion goals. In support of these goals, we aligned our global operating model with international business strategies and evolving tax regulations. While these efforts are intended to enhance our international growth and tax strategies, they expose us to risks, including, challenges in complying with complex and evolving tax laws, transfer pricing regulations, and local ingredient requirements across multiple jurisdictions. Changes in tax laws or regulatory enforcement priorities could adversely impact the anticipated benefits of our restructuring or result in increased tax liabilities, disputes, or penalties. As our growth strategy includes continuing the expansion in these and other international markets, if our current efforts are unsuccessful or if we are unable to continue to expand distribution of our products outside the U.S., our growth rate could be adversely affected. Although we do, and we intend to continue to, sell through established distributors in international markets, we have limited or no operating experience in many of such markets, and it may be costly to promote our brands ~~in international markets~~internationally.

We face and will continue to face substantial risks associated with foreign distribution and sale of our products, including economic or political instability in various international markets; fluctuations in foreign currency exchange rates; restrictions on or costs relating to the repatriation of foreign profits to the U.S., including possible taxes or withholding obligations on any repatriations; and tariffs or trade restrictions. Also, distribution and sale of products outside of the U.S. are subject to risks relating to ~~appropriate~~ compliance with legal and regulatory requirements in local jurisdictions, potentially higher product damage rates if our products are shipped long distances, potentially higher incidence of fraud or corruption, credit risk of distributors and potentially adverse tax consequences. Our products have also been sold without our consent outside of our distribution networks which can, among other things, expose us to regulatory scrutiny should our products be sold or consumed in markets without proper approvals. In addition, U.S. based brands could be subjected to unfavorable global sentiment based on geopolitical factors that are outside of our control. Any of these risks, or a failure to achieve the intended outcomes for our international operations hub, could have a significant impact on our ability to distribute and sell our products on a competitive basis in international markets or result in the imposition of fines or lost revenue, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Numerous U.S. and international laws, including export and import controls, affect our ability to compete in international markets.

U.S. export control laws and economic and trade sanctions prohibit the provision of certain products and services to U.S. embargoed or sanctioned countries, governments and persons. Even though we take precautions to prevent our products from being shipped or provided to embargoed countries and U.S. sanctions targets, they could be shipped, or provided by our distributors, to those countries and targets despite such precautions. The provision of goods in violation of U.S. export controls or sanctions could have negative consequences for our business, including government investigations, penalties and reputational harm. We must also comply with U.S. import laws.

11U.S. laws such as the FCPA also impact our international activities. We are subject to the FCPA and other laws that prohibit improper payments and offers to foreign officials and political parties for the purpose of obtaining or retaining business. Selling products into international markets, including through distributors, creates the risk of unauthorized payments or offers, for which we may be held responsible. Violations of the FCPA or other applicable anti-corruption and anti-bribery laws may result in severe criminal or civil sanctions, or other liabilities, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

U.S. laws such as the Foreign Corrupt Practices Act (the “FCPA”) also impact our international activities. We are subject to the FCPA and other laws that prohibit improper payments and offers to foreign officials and political parties for the purpose of obtaining or retaining business. Selling products into international markets, including through distributors, creates the risk of unauthorized payments or offers, for which we may be held responsible. Violations of the FCPA or other applicable anti-corruption and anti-bribery laws may result in severe criminal or civil sanctions, or other liabilities, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Changes in export and import regulations, economic sanctions and related laws, shifts in the enforcement or scope of existing regulations, changes in the countries, governments or persons targeted by such regulations and the imposition of tariffs may create delays in the introduction and sale of our products in international markets, result in decreased ability to export or sell our products to existing or potential customers with international operations or in some cases, prevent the export or import of our products to certain countries, governments or persons.

Actions taken with respect to new or increased tariffs or trade relations between the U.S. and other countries, could impact the cost and availability of our products, including our raw materials used in production. These impacts may lead to higher prices or reduced availability, which could negatively affect our sales performance. Retaliatory actions by other countries may also have an adverse impact onour ~~the Company~~business. The failure to comply with applicable current or future U.S. import, export control, sanctions and anti-corruption laws, including U.S. Customs regulations, could expose us and our employees to substantial civil or criminal penalties, fines and in extreme cases, incarceration. In addition, if our distributors fail to obtain appropriate import, export or re-export licenses or authorizations, or otherwise act in accordance with applicable laws, we may be adversely affected through reputational harm and penalties, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

We depend upon our trademarks and proprietary rights, and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position.

Our success depends, in large part, on our ability to protect our current and future brands and products and to defend our intellectual property rights. We cannot be sure that trademarks will be issued with respect to any future trademark applications or that our competitors will not challenge, invalidate or circumvent any existing or future trademarks issued to, or licensed by us. Advances in AI may also make it easier for third parties to create or disseminate unauthorized or confusingly similar brand or product images, which could increase infringement or counterfeiting risks. Any failure to adequately protect our intellectual property rights or any claims that we are infringing on the rights of others, could adversely affect our competitive position, business or financial results.

Our primary products are manufactured using our proprietary blends of ingredients. These blends are created by third-party suppliers to our specifications and then supplied to our co-packers. Although all of the third parties in our supply and manufacture chain execute confidentiality agreements, there can be no assurance that our trade secrets, including our proprietary ingredient blends will not become known to competitors.

We believe that our competitors, many of whom are more established, may be able to replicate or reverse engineer our processes, brands, flavors, or our products in a manner that could circumvent our protective safeguards. Therefore, we cannot give you any assurance that our confidential business information will remain proprietary. Any such loss of confidentiality could diminish or eliminate any competitive advantage provided by our proprietary information, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

If we fail to comply with data privacy and personal data protection laws, we could be subject to adverse publicity, government enforcement actions or private litigation, which may negatively impact our business and operating results.

We receive, process, transmit and store information relating to certain identified or identifiable individuals (“personal data”), including current and former employees, in the ordinary course of business. As a result, we are subject to various U.S. federal and state and foreign laws and regulations relating to personal data. These laws are subject to change, and new personal data legislation may be enacted in other jurisdictions at any time. In the European Union, the ~~General Data Protection Regulation (the “~~GDPR”) became effective in May 2018 for all member states. The GDPR includes operational requirements for companies receiving or processing personal data of residents of the European Union different from those that were previously in place and also includes significant penalties for noncompliance. In addition, the European Union has adopted the EU Artificial Intelligence Act, which establishes a comprehensive regulatory framework governing the development, deployment and use of certain AI and automated systems, including requirements relating to data governance, transparency, risk management and human oversight. Other examples of certain requirements we face include those with respect to the Health Insurance Portability ~~Act,~~and ~~the~~Accountability ~~California Consumer Privacy~~ Act, (the “CCPA”), the California Privacy Rights Act, the Colorado Privacy Act, and the Virginia Consumer Data Protection Act. Any such legislation can impose onerous and costly requirements on companies. For example, the CCPA provides a private right of action and statutory damages for certain data breaches and imposes operational requirements on companies that process personal data of California residents, including making disclosures to consumers, employees and B2B contacts about data collection, processing and sharing practices and allowing consumers to opt out of certain data sharing with third-parties.

12Changes introduced by the GDPR, the EU Artificial Intelligence Act, the CCPA and such other legislation, as well as other changes to existing personal data protection laws and the introduction of such laws in other jurisdictions, and changes to regulation, industry standards and contractual obligations, subject the Company to, among other things, additional costs and expenses and may require costly changes to our business practices and security systems, policies, procedures and practices. The interpretation and application of these laws and regulations are often uncertain and evolving; as a result, there can be no assurance that our data protection measures will be deemed adequate by a regulator or court. There can be no assurances that our security controls over personal data, training of personnel on data privacy and data security, vendor management processes and the policies, procedures and practices we implement will prevent the improper processing or breaches of personal data. Data breaches or improper processing, or breaches of personal data in violation of the GDPR, the EU Artificial Intelligence Act, the CCPA or of such other personal data protection or privacy laws and regulations in existence today or in the future, could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), and mandatory corrective action, or result in private litigation against us, which may result in potential loss of revenue, increased costs, liability for monetary damages or fines or criminal prosecution, thereby materially adversely affecting our business, financial condition, results of operations and cash flows.

Changes introduced by the GDPR, the CCPA, and such other legislation, as well as other changes to existing personal data protection laws and the introduction of such laws in other jurisdictions, and changes to regulation, industry standards and contractual obligations, subject the Company to, among other things, additional costs and expenses and may require costly changes to our business practices and security systems, policies, procedures and practices. The interpretation and application of these laws and regulations are often uncertain and evolving; as a result, there can be no assurance that our data protection measures will be deemed adequate by a regulator or court. There can be no assurances that our security controls over personal data, training of personnel on data privacy and data security, vendor management processes, and the policies, procedures and practices we implement will prevent the improper processing or breaches of personal data. Data breaches or improper processing, or breaches of personal data in violation of the GDPR, the CCPA or of such other personal data protection or privacy laws and regulations in existence today or in the future, could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), and mandatory corrective action, or result in private litigation against us, which may result in potential loss of revenue, increased costs, liability for monetary damages or fines or criminal prosecution, thereby materially adversely affecting our business, financial condition, results of operations, and cash flows.

We may incur material losses as a result of product recalls, regulatory enforcement actions and liabilities related to our products.

Potential contamination that could cause foodborne illness, the presence of undisclosed major food allergens, and/or other food safety concerns, whether or not caused by our actions, could lead to a voluntary product recall, regulatory enforcement action and/or private litigation. This could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

There are costs associated with undertaking a product recall, which may not be fully covered by our current and/or future insurance policies. If product is recalled and inventory is destroyed because of a food safety concern, it could also lead to loss of sales due to unavailability of product. Additionally, a recall could decrease future demand for product from existing customers and/or increase difficulty in attracting new customers. If the recall is a result of actions of a co-packer, raw material supplier, or packaging material supplier, it could also result in damage to the relationship with that entity, which could potentially disrupt the supply of product(s) and/or increased costs associated with manufacturing the product(s).

There may also be regulatory action from federal, state, or local agencies if a product is deemed to be adulterated and/or misbranded due to contamination, undisclosed major food allergens, or other food safety issues. It could, for example, result in the issuance of a warning letter or another type of enforcement action from the FDA. There could also be state or federal civil and/or criminal penalties associated with selling an adulterated and/or misbranded food product, even if it was done so inadvertently.

We may also be liable to consumers if the consumption of any of our products causes injury, illness or death. The amount of the insurance we carry is limited, and that insurance is subject to certain exclusions and may or may not be adequate. Accordingly, consumer class action litigation or a significant product liability judgment could cause us to incur material losses. Additionally, product tampering, either on a small or large scale, such as the introduction of foreign material, chemical contaminants or pathogenic organisms into our products, could have a material adverse effect on our business, financial condition, results of operations, and cash flows. A product recall, regulatory enforcement action and/or litigation arising from any of the foregoing or otherwise, could on its own or as a result of long term reputational damage, have a material adverse effect on our business, financial condition, results of operations, and cash flows.

~~The FDA could take issue with the manufacturer, composition/ingredients, packaging, marketing/labeling, storage, transportation, and/or distribution of our products.~~14

The FDA ~~does~~could not pre-approve finished beverage products or the labeling of such products, so it has not approved our product formulations nor has it reviewed or approved any claims we make related to our products. If the FDA or any other governmental authority were to take issue with the ~~claims~~manufacturer, ~~we make about our products or other aspects of our product labeling~~composition/ingredients, ~~such as components of our facts panel~~packaging, ~~or require that we change or cease making certain claims or otherwise alter our~~ marketing ~~strategy~~/labeling, ~~we could experience a material adverse effect on our business~~storage, ~~financial~~transportation ~~condition, results of operations,~~ and ~~cash flows. If the FDA~~ /or ~~any~~distribution ~~other governmental authority were to take issue with any~~ of ~~the ingredients used in~~ our products ~~or any of the components of the packaging materials for our products this could also have a material adverse effect on our business, financial condition, results of operations, and cash flows~~.

~~Any~~The ~~type~~FDA does not pre-approve finished beverage products or the labeling of ~~federal,~~such ~~state~~products, so it has not approved our product formulations nor has it reviewed or ~~local~~approved ~~regulatory~~any ~~enforcement~~claims ~~action~~we make related to ~~the~~our ~~manufacturing,~~products. ~~transportation,~~If ~~storage,~~the ~~and/~~FDA or ~~distribution~~any ofother governmental authority were to take issue with the claims we make about our products, ~~whether~~or ~~taken~~other ~~against~~aspects usof orour aproduct ~~third-party~~labeling, such as acomponents ~~co-manufacturer~~of our facts panel, ~~could~~or ~~also~~require ~~have~~that we change or cease making certain claims or otherwise alter our marketing strategy, we could experience a material adverse effect on our business, financial condition, results of operations, and cash ~~flows~~flow. ~~This~~If ~~could~~the ~~include,~~FDA ~~for~~or ~~example,~~any another ~~enforcement~~governmental ~~action~~authority ~~taken~~were ~~against~~to ustake orissue ~~one~~with any of the ingredients used in our ~~co-packers~~products or any of the components of the packaging materials for ~~failing~~our toproducts ~~maintain~~this ancould ~~appropriate~~also ~~FDA~~have ~~registration~~a ormaterial ~~comply~~adverse ~~with~~effect ~~applicable~~on ~~Current~~our ~~good~~business, ~~manufacturing~~financial ~~practice~~condition, ~~(“CGMP”)~~results ~~requirements~~of operations and cash flows.

~~The~~Any ~~FTC~~type ~~regulates~~of ~~advertising~~federal, ~~and~~state, ~~may~~or ~~review~~local regulatory enforcement action related to the ~~truthfulness~~manufacturing, transportation, storage and/or distribution of our products, whether taken against us or a third-party, such as a co-manufacturer, could also have a material adverse effect on our business, financial condition, results of operations and ~~substantiation~~cash flows. This could include, for ~~any~~example, ~~claim~~an weenforcement ~~make~~action ~~related~~taken toagainst us or one of our ~~products~~co-packers for failing to maintain an appropriate FDA registration or comply with applicable CGMP requirements.

Our advertising and promotional activities ~~are~~may be subject to ~~regulation~~regulatory byreview ~~the~~of ~~FTC under~~ the ~~Federal~~truthfulness ~~Trade~~and ~~Commission~~substantiation ~~Act. Any actions or investigations initiated against the Company by governmental authorities or private litigants could have a material adverse effect on our business, financial condition, results~~ of ~~operations,~~product ~~and cash flows~~claims.

13Our advertising, labeling and promotional activities are subject to a wide range of laws and regulations in the jurisdictions in which our products are sold. In the U.S. our advertising activities are subject to regulation by the FTC under the Federal Trade Commission Act. In addition, our advertising and promotional activities are subject to state consumer protection and unfair competition laws, including laws such as California’s Consumer Legal Remedies Act and Unfair Competition Law. Outside the U.S., our advertising and promotional activities are subject to comparable consumer protection, unfair competition and misleading or deceptive conduct laws administered by governmental authorities in the jurisdictions in which we operate. Any actions or investigations initiated against our business by governmental authorities or private litigants could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The shifting regulatory environment through the various jurisdictions in which our products are sold necessitates building and maintaining robust internal control systems to achieve and maintain compliance in multiple jurisdictions and increases the possibility that we may violate one or more of the legal requirements. If our operations are found to be in violation of any applicable laws or regulations, then we may be subject to, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, injunctions, or product withdrawals, recalls or seizures, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

We rely on our management team and other key personnel.

We depend on the skills, experience, relationships, and continued services of key personnel, including our experienced management team. In addition, our ability to achieve our operating goals also depends on our ability to recruit, train, and retain qualified individuals. We compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract and retain additional talented personnel. Any such loss or failure could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

In particular, our continued success will depend in part on our ability to retain the talents and dedication of key employees. Furthermore, we may not be able to locate suitable replacements for any of our key employees who leave or be able to offer employment to potential replacements on reasonable terms, all of which could adversely affect our procurement and distribution processes, sales and marketing activities, and our financial processes, and have a material adverse effect on our business, financial condition, results of operations, and cash flows.

If we fail to attract or maintain a highly skilled and diverse workforce, our business could be negatively affected.

Our business requires that we attract, develop, and maintain a highly skilled and diverse workforce. Our employees are highly sought after by our competitors and other companies, and competition for existing and prospective personnel has increased. Our continued ability to compete effectively depends on our ability to attract, retain, develop, and motivate highly skilled personnel for all areas of our organization. Moreover, the broader labor market continues to be impacted by numerous factors, including, but not limited to, wage inflation, labor shortages, increased employee turnover, changes in availability, and a shift toward remote work, which, in turn, has created a shortage of qualified workers, thereby further increasing the competitive landscape of attracting and retaining qualified workers. Consequently, we may not be able to successfully attract and maintain a highly skilled and diverse workforce that is necessary to support key capabilities such as e-commerce, social media and digital marketing and advertising, and digital analytics. Changes in immigration laws and policies could also make it more difficult for us to recruit or relocate highly skilled technical, professional, and management personnel to meet our business needs. In certain European countries where employees are represented by unions, union activity, collective bargaining disputes, or work stoppages could disrupt operations or increase costs, and local labor laws may limit our flexibility to make workforce adjustments in response to changing business needs. The unexpected loss of experienced and highly skilled employees due to an increase in aggressive recruiting for best-in-class talent could deplete our institutional knowledge base and erode our competitiveness. Further, failure to attract, retain, and develop associates from underrepresented communities can damage our business results and our reputation. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Consequently, we may not be able to successfully attract and maintain a highly skilled and diverse workforce that is necessary to support key capabilities such as e-commerce, social media and digital marketing and advertising and digital analytics. Changes in immigration laws and policies could also make it more difficult for us to recruit or relocate highly skilled technical, professional, and management personnel to meet our business needs. In certain European countries where employees are represented by unions, union activity, collective bargaining disputes or work stoppages could disrupt operations or increase costs and local labor laws may limit our flexibility to make workforce adjustments in response to changing business needs. The unexpected loss of experienced and highly skilled employees due to an increase in aggressive recruiting for best-in-class talent could deplete our institutional knowledge base and erode our competitiveness. Further, failure to attract, retain and develop associates from underrepresented communities can damage our business results and our reputation. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Global or regional catastrophic events could impact our operations and affect our ability to grow our business.

Because of our increasingly global presence, our business could be affected by unstable political conditions, civil unrest, protests and demonstrations, large-scale terrorist acts, especially those directed against the U.S. or other major industrialized countries where our products are distributed, or the outbreak or escalation of armed hostilities, such as the ongoing conflict in the Ukraine, and the Israel Gaza Strip conflict, major natural disasters and extreme weather conditions, such as hurricanes, wildfires, tornadoes, earthquakes or floods, or widespread outbreaks of infectious diseases (such as the COVID-19 pandemic). Such catastrophic events could impact our operations and our supply chain, including the production or distribution of our products. Materials or personnel may need to mobilize to other locations. Our U.S. headquarters and a large part of our operations are located in Florida, a state at significant risk of impacts from hurricanes. Some of the raw materials we use, including certain sizes of cans, are available from limited suppliers, and a regional catastrophic event impacting such suppliers could adversely impact our operations. In addition, such events could disrupt global or regional economic activity, which could affect consumer purchasing power and consumers’ ability to purchase our products, thereby reducing demand for our products. If our operations are disrupted or we are unable to grow our business as a result of these factors, our growth rate could decline, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Climate change and natural disasters may affect our business.

There is concern that a gradual increase in global average temperatures due to increased carbon dioxide and other greenhouse gases in the atmosphere could cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changing weather patterns could result in decreased agricultural productivity in certain regions, or outbreaks of diseases or other health issues, which may limit availability or increase the cost of certain ingredients used in our products and could impact the food security of communities around the world. Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products.

14Natural disasters and extreme weather conditions, such as hurricanes, wildfires, earthquakes or floods and outbreaks of diseases or other health issues may disrupt our operations and supply chain, impact the operations of our distributors and unfavorably impact our consumers’ ability to purchase our products. Additionally, increased demand for electricity, including from the expansion of data centers supporting AI and other technologies, may contribute to higher power and utility costs, which could increase our operating expenses and adversely affect our results of operations. In addition, public expectations for reductions in greenhouse gas emissions could negatively impact our energy, transportation and raw material costs and may require us to make additional investments in facilities and equipment. Changes in applicable laws, regulations, standards or practices related to greenhouse gas emissions, packaging and water scarcity and reporting requirements with respect thereto, as well as initiatives by advocacy groups in favor of certain climate change-related laws, regulations, standards or practices, may result in increased compliance costs, capital expenditures and other financial obligations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

~~Natural~~We ~~disasters~~rely ~~and~~on ~~extreme~~the ~~weather~~availability ~~conditions, such as hurricanes, wildfires, earthquakes or floods, and outbreaks~~ of ~~diseases~~sufficient ~~(such~~quantities ~~as the COVID-19 pandemic) or other health issues may affect our operations and the operation~~ of ~~our~~quality ~~supply~~water ~~chain,~~for ~~impact~~ the ~~operations~~manufacture of our ~~distributors and unfavorably impact our consumers’ ability to purchase our~~ products. InWater ~~addition~~scarcity, ~~public~~drought ~~expectations for reductions in greenhouse gas emissions could result in increased energy~~conditions, ~~transportation~~restrictions ~~and~~on raw material costs, and may require us to make additional investments in facilities and equipment. Changes in applicable laws, regulations, standards or practices related to greenhouse gas emissions, packaging and water ~~scarcity~~usage, ~~and~~infrastructure ~~reporting requirements with respect thereto~~limitations, ~~as well as initiatives by advocacy groups in favor of certain climate change-related laws, regulations, standards or practices, may result in~~ increased ~~compliance~~water costs, ~~capital~~or ~~expenditures~~heightened ~~and~~scrutiny ~~other financial obligations, which could have a material adverse effect on our business, financial condition, results~~ of ~~operations,~~water ~~and~~sourcing ~~cash~~practices ~~flows. Sales of our products may also be influenced to some extent by weather conditions~~ in the ~~markets~~jurisdictions in which we ~~operate.~~or ~~We, along with~~ our co-packers, ~~use~~operate acould ~~number~~disrupt ofproduction, ~~key~~limit ~~ingredients~~manufacturing incapacity ~~the~~or ~~manufacture~~increase of our ~~products~~operating ~~that are derived from agricultural commodities~~costs. ~~Increased~~In ~~demand~~addition, ~~for~~adverse ~~food~~publicity ~~products~~or ~~and~~regulatory ~~decreased~~action ~~agricultural~~relating ~~productivity~~to inwater ~~certain~~usage ~~regions~~or ofsustainability ~~the~~practices, ~~world~~whether ~~as a result of changing weather patterns and other factors may limit the availability~~ or ~~increase~~not ~~the~~warranted, ~~cost~~could ofnegatively ~~such~~impact ~~agricultural~~our ~~commodities~~brands and ~~could~~reputation. ~~impact~~Any ~~the food security~~ of ~~communities around~~ the ~~world.~~foregoing ~~Weather conditions, therefore, may influence consumer demand for certain of our products and otherwise impact our business and operations, which~~ could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

~~The~~Sales ~~ongoing~~of ~~Russia~~our products may also be influenced to some extent by weather conditions in the markets in which we operate. We, along with our co-~~Ukraine~~packers, ~~conflict~~use a number of key ingredients in the manufacture of our products that are derived from agricultural commodities. Increased demand for food products and ~~Israel's~~decreased ~~regional~~agricultural ~~conflicts~~productivity in certain regions of the world as a result of changing weather patterns and other factors may ~~adversely~~limit the availability or increase the cost of such agricultural commodities and could impact the food security of communities around the world. Weather conditions, therefore, may influence consumer demand for certain of our products and otherwise impact our business and operations, ~~and~~which could have a material adverse effect on our business, financial ~~performance~~condition, results of operations and cash flows.

U.S. and global markets have and may continue to experience volatility and disruption resulting from the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and Israel's regional conflicts. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the U.S., the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the U.S., have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of Israel's regional conflicts and the resulting measures that have been taken, and could be taken in the future, by NATO, the U.S., the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to ongoing market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any new or continuing sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. These ongoing conflicts and the resulting geopolitical instability could have a material adverse effect on our business, financial condition, results of operations, and cash flows. 16

Compliance with climate-disclosure and environmental-reporting requirements may increase costs and regulatory risk.

We are subject to evolving federal, state and international regulations concerning climate-related disclosure and greenhouse gas emissions. The Environmental Protection Agency has made efforts to repeal or otherwise modify regulation of greenhouse gas emissions at the federal level, including issuing a proposal to revoke the Environmental Protection Agency’s greenhouse gas “Endangerment Finding,” which underpins the majority of the Environmental Protection Agency’s greenhouse gas regulations. Separately, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as greenhouse gas cap and trade programs, carbon taxes, reporting and tracking programs, disclosure of climate risk management, and restriction of emissions. California’s Climate Accountability Package, for example, may require companies doing business in the State of California to publicly disclose greenhouse gas emissions, climate-related financial risks and mitigation strategies in the future. We cannot predict whether any such efforts will ultimately be successful or what effects they may have on our business or results of operations.

At the international level, there exists the United Nations-sponsored “Paris Agreement,” which requires nations to submit non-binding greenhouse gas emissions reduction goals every five years after 2020, though in January 2025, the U.S. submitted notification to the United Nations that it intends to withdraw from the Paris Agreement regarding climate change, with the withdrawal effective January 27, 2026. Additionally, various agreements and commitments have been made at the annual Conference of the Parties to eliminate certain fossil fuel subsidies, phase out fossil fuels in energy systems, and pursue further action on non-carbon dioxide greenhouse gases, though none have been legally binding. The federal government has undertaken efforts to decrease the U.S.’ participation in such initiatives, including the withdrawal of the U.S. from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change, and has sought other legislative and regulatory changes related to climate change. Notwithstanding the U.S.' withdrawal from the Paris Agreement, various state and local governments remain committed to the Paris Agreement.

Compliance with any applicable disclosure frameworks may increase our reporting and assurance costs, require additional data collection and systems investment and expose us to potential enforcement actions or reputational harm if our disclosures are viewed as inaccurate or insufficient. Expanding regulatory expectations around climate and environmental transparency could therefore result in higher compliance costs and legal exposure, which may adversely affect our operations, financial condition and reputation.

Risk Factors Related to Our Industry

We are subject to significant competition by other companies in the functional beverage product industry.

The functional beverage product industry is highly competitive. The principal areas of competition are pricing, packaging, distribution channel penetration, development of new products and flavors and marketing campaigns. Our products compete with a wide range of beverages produced by a relatively large number of manufacturers, ~~many~~some of which have substantially greater financial, marketing and distribution resources and name recognition than we do.

Important factors affecting our ability to compete successfully include the taste and flavor of our products, trade and consumer promotions, rapid and effective development of new, unique cutting-edge products, attractive and different packaging, branded product advertising and pricing. Many competitors, including larger beverage companies and emerging brands, are increasingly using advanced analytics and AI to optimize product innovation, digital marketing, pricing strategies and e-commerce execution. If we are unable to adapt to these evolving technologies or if competitors use such tools more effectively than we do, our ability to compete in the functional beverage category could be adversely affected. Our products compete with all liquid refreshments and with products of certain competitors that are much larger, ~~competitors~~some ~~with~~of which have significantly greater financial resources, such as Monster Beverage Corporation, Red Bull GmbH, The Coca-Cola Company, Pepsi, Keurig Dr Pepper Inc., Nestlé S.A., BlueTriton Brands, Starbucks Corporation, Congo Brands and Molson Coors. We also compete with companies that are smaller or primarily local in operation. Our products also compete with private label brands such as those carried by supermarket chains, convenience store chains, drug store chains, mass merchants and club warehouses. New competitors continue to emerge, some of which target specific markets of ours as well as the health and wellness space. This may require additional marketing expenditures on our part to remain competitive.

The growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services may result in a shift away from physical retail operations to digital channels and a reduction in impulse purchases. Further, the ability of consumers to compare prices on a real-time basis using digital technology puts additional pressure on us to maintain competitive prices. Sales in convenience and gas ~~chains~~station ~~may~~retail ~~also~~channels may be adversely affected by improvements in fuel efficiency and ~~increased~~increasing consumer preferences for electric or alternative fuel-powered vehicles, which ~~may~~could ~~result~~reduce inthe ~~fewer~~frequency ~~trips~~of byconsumer ~~consumers~~visits to ~~gas~~fuel stations and anegatively ~~corresponding~~impact ~~reduction in~~ purchases byat ~~consumers in~~ convenience and gas-station retailers. We have been growing our e-commerce sales by using Amazon and leveraging our retail partners e-commerce platforms, rather than building our own internal platform. However, if we are unable to successfully adapt to the rapidly changing retail landscape, our share of sales, volume growth and overall financial results could be negatively affected.

15Due to competition in the functional beverage product industry, we may encounter difficulties in maintaining our current revenues, market share or position within this industry, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Due to competition in the functional beverage product industry, we may encounter difficulties in maintaining our current revenues, market share or position this industry, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.17

Termination of distributor relationships could expose us to legal, financial and competitive risks.

We may from time to time terminate, or be required to terminate, relationships with distributors as part of our strategic, operational, or compliance decisions. The termination of distributor relationships may expose us to risks including claims for damages, fines, penalties, or other forms of legal or regulatory action, as well as the cost of defending against potential litigation or disputes. In addition, terminated distributors may have contractual, statutory, or other rights that could result in additional costs or adverse outcomes.

Following termination, a former distributor may have increased capacity, shelf space, sales focus and operational resources available to support other brands, including our competitors. As a result, such distributors may choose to scale, prioritize, or expand distribution of competing products, including brands that directly compete with ours, within the same markets or channels. This could strengthen competitors’ market positions and intensify competitive pressures against us, which may adversely affect our sales, market share, and relationships with other distributors or retail partners. Any of these factors could have a material adverse effect on our business, results of operations and financial condition.

Our inability to innovate successfully and to provide new cutting-edge products could adversely affect our business and financial results.

Our ability to compete in the highly competitive functional beverage product industry and to achieve our business growth objectives depends, in part, on our ability to develop new flavors, products and packaging. The success of our innovation, in turn, depends on our ability to identify consumer trends and cater to consumer preferences. In addition, if we fail to adequately differentiate our products from those of our competitors, we may lose market share and pricing power, and fail to attract or retain loyal customers. The increasing number of competing products and limited shelf space in retail outlets may further limit our ability to establish and maintain a distinctive market position. If we are not successful in our innovation activities, we could experience a material adverse effect on our business, financial condition, results of operations, and cash flows.

Changes in consumer product and shopping preferences may reduce demand for some of our products.

The functional beverage product category is subject to changing consumer preferences and shifts in consumer preferences may adversely affect us. There is increasing awareness of and concern for health, wellness and nutrition considerations, including concerns regarding caloric intake associated with sugar-sweetened drinks and the perceived undesirability of artificial ingredients. Our CELSIUS® ~~has~~and ALANI NU® brand beverage products have no aspartame or high fructose corn syrup and ~~is very low in sodium. The main CELSIUS® line of products~~ are primarily sweetened with sucralose, a sugar-derived sweetener that is found in Splenda®, which makes these functional beverage products low-calorie. However, consumer preferences may shift away from the trend towards healthier options that we have observed, and as such, there can be no assurance that our current products and product lines, including the ROCKSTAR® brand under which we market a variety of products, including those that are sweetened with sugar, will maintain their current levels of demand. There are also changes in demand for different packages, sizes, and configurations. This may reduce demand for our functional beverage products, which could reduce our revenues and have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Consumers are seeking greater variety in their functional beverage products. Our future success will depend, in part, upon our continued ability to develop and introduce different and innovative functional beverage products that appeal to consumers. In order to retain and expand our market share, we must continue to develop and introduce different and innovative products and be competitive in the areas of efficacy, taste, quality and price, although there can be no assurance of our ability to do so. There is no assurance that consumers will continue to purchase our products in the future. Product lifecycles for some functional beverage brands, products or packages may be limited to a few years before consumers’ preferences change. The functional beverage products that we currently market are in varying stages of their product lifecycles, and there can be no assurance that such products will become or remain profitable for us. We may be unable to achieve volume growth through product and packaging initiatives. We may also be unable to penetrate new markets. Additionally, as shopping patterns are being affected by the digital evolution, with consumers embracing shopping by way of mobile device applications, e-commerce retailers and e-commerce websites or platforms, we may be unable to address or anticipate changes in consumer shopping preferences or engage with our consumers on their preferred platforms. A decline in our revenue for any of these reasons could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

We derive ~~virtually~~the ~~all~~majority of our ~~revenues~~revenue from functional beverage products, and competitive pressure in the functional beverage product category could materially adversely affect our business and operating results.

Our focus is on the functional beverage product category, and our business is vulnerable to adverse changes impacting this category, which could adversely impact our business, results of operations, and the trading price of our ~~common~~Common ~~stock~~Stock.

~~Virtually~~Our ~~all~~portfolio, ofwhich ~~our~~includes ~~sales~~Celsius®, ~~are~~Alani ~~derived~~Nu®, ~~from~~and ~~our~~Rockstar®, competes in the highly competitive functional beverage ~~products,~~product ~~including~~category. ~~our~~This ~~CELSIUS®~~category ~~Originals~~is ~~and~~subject ~~CELSIUS®~~to ~~Vibe~~shifting consumer preferences, ~~CELSIUS®~~new ~~ESSENTIALSTM~~product introductions, ~~CELSIUS®~~aggressive ~~On-the-Go~~pricing ~~product~~and ~~lines~~significant promotional activity by established and emerging brands. Any ~~decrease~~decline in ~~the~~ sales of our functional beverage products ~~could~~or ~~significantly~~loss ~~adversely~~of ~~affect~~market ~~our~~share ~~future~~in ~~revenues~~these ~~and net income. Historically~~categories, wecould ~~have~~materially ~~experienced~~adversely ~~substantial~~affect ~~competition~~our ~~from~~future ~~new~~revenues ~~entrants~~and ~~in the functional beverage category~~profitability.

The increasing number of competitive products and limited amount of shelf space in retail stores, including in coolers, may adversely impact our ability to gain or maintain our share of sales in the marketplace. In addition, certain actions of our competitors, including unsubstantiated or misleading claims, false advertising claims and tortious interference in our business, as well as competitors selling misbranded products, could impact our sales. Competitive pressures in the functional beverage category could impact our revenues, cause price erosion or lower market share, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.18

16The increasing number of competitive products and limited availability of shelf and cooler space in retail outlets may limit our ability to maintain or expand our market presence. Competitors may engage in aggressive marketing, offer price discounts or pursue false or misleading advertising claims that could impact our brand reputation and sales. In addition, competition from private-label and other wellness or performance brands could intensify. These competitive pressures may result in price erosion, reduced market share or increased promotional expenses, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we are unable to successfully manage new product launches, our business and financial results could be adversely affected.

Due to the highly competitive nature of the global functional beverage product sector, we expect and intend to continue to introduce new products and evolve existing products to better match consumer demand. The success of new and evolved products depends on a number of factors, including timely and successful development and consumer acceptance. Such endeavors may also involve significant risks and uncertainties, including distraction of management from current operations, greater than expected liabilities and expenses, inadequate return on capital, exposure to additional regulations and reliance on the performance of third-parties, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Changes in government regulation, or failure to comply with existing regulation ~~concerning energy drinks,~~ could adversely affect our business and financial performance.

The production, marketing and sale of our ~~functional beverage~~ products are subject to the rules and regulations of various federal, state and local regulatory agencies. The marketing and sale of our products internationally is similarly subject to compliance with applicable laws, rules and regulations in those foreign countries where our products are sold. Legislation has been proposed and adopted at the U.S. federal, state and municipal level as well as in certain foreign jurisdictions to restrict the sale of energy drinks (including prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs), limit the content of caffeine and other ingredients in beverages, require certain product labeling disclosures and warnings, impose excise taxes, limit product size, or impose age restrictions for the sale of energy drinks. There is also a patchwork of state restrictions with respect to food packaging materials.

If a regulatory authority finds that a current or future product or production run is not in compliance with any of these regulations, we may be fined, or production may be stopped, thus adversely affecting our business, financial condition, ~~and~~ results of operations and cash flows. Similarly, any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our products. Furthermore, the rules and regulations are subject to change from time to time and can vary from state-to-state. While we closely monitor developments in this area, we have no way of anticipating whether changes in these rules and regulations will impact our business adversely. Additional or revised regulatory requirements, whether with respect to labeling, ingredients, tax or otherwise, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Public health officials and health advocates remain focused on the public health consequences associated with obesity, especially as it affects children, and are seeking legislative change to reduce the consumption of sweetened beverages. There are also public health concerns regarding caffeine and other ingredients present in energy drinks. To the extent any such legislation is enacted in one or more jurisdictions where a significant amount of our products are sold, individually or in the aggregate, it could result in a reduction in demand for, or availability of, our products, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Product safety and quality concerns, or other negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer.

Our success depends in large part on our ability to maintain consumer confidence in the safety and quality of all of our products. We have rigorous product safety and quality standards, which we expect our operations as well as our suppliers to meet. However, despite our strong commitment to product safety and quality, we or our suppliers may not always meet these standards, particularly as we expand our product offerings through innovation or acquisitions into product categories that are beyond our traditional range of functional beverage products. If we or our suppliers fail to comply with applicable product safety and quality standards, or if our functional beverage products taken to the market are or become contaminated or otherwise adulterated by any means, we may be required to conduct costly product recalls and may become subject to product liability claims and negative publicity, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

17Our success also depends on our ability to build and maintain the brand image for our existing products, new products and brand extensions and maintain our corporate reputation. There can be no assurance that our advertising, marketing and promotional programs and our commitment to product safety and quality, human rights and environmental sustainability will have the desired impact on our products’ brand image and on consumer preferences and demand. Claims regarding product safety, quality or ingredient content issues, our culture and our workforce, our environmental impact and the sustainability of our operations, or allegations of product contamination, even if false or unfounded, could tarnish the image of our brands and may cause consumers to choose other products. Consumer demand for our products could diminish significantly if we, our employees, distributors, suppliers or business partners fail to preserve the quality of our products, act or are perceived to act in an unethical, illegal, discriminatory, unequal or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service and treatment of our customers, or the use of customer data.

Our success also depends on our ability to build and maintain the brand image for our existing products, new products and brand extensions and maintain our corporate reputation. There can be no assurance that our advertising, marketing and promotional programs and our commitment to product safety and quality, human rights and environmental sustainability will have the desired impact on our products’ brand image and on consumer preferences and demand. Claims regarding product safety, quality or ingredient content issues, our culture and our workforce, our environmental impact and the sustainability of our operations, or allegations of product contamination, even if false or unfounded, could tarnish the image of our brands and may cause consumers to choose other products. Consumer demand for our products could diminish significantly if we, our employees, distributors, suppliers or business partners fail to preserve the quality of our products, act or are perceived to act in an unethical, illegal, discriminatory, unequal or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service and treatment of our customers, or the use of customer data. Furthermore, our brand image or perceived product quality could be adversely affected by litigation, unfavorable reports in the media (internet or elsewhere), studies in general and regulatory or other governmental inquiries (in each case whether involving our products or those of our competitors) and proposed or new legislation affecting our industry. Negative postings or comments on social media or networking websites about the Company or any one of our brands, even if inaccurate or malicious, could generate adverse publicity that could damage the reputation of our brands or the Company. Business incidents, whether isolated or recurring and whether originating from us, our co-packers, distributors, suppliers or business partners, that erode consumer trust can significantly reduce brand value or potentially trigger boycotts of our products and can have a negative impact on consumer demand for our products as well as our reputation and financial results. The impact of such incidents may be exacerbated if they receive considerable publicity, including rapidly through social or digital media (including for malicious reasons) or result in litigation.19

~~In addition~~Furthermore, ~~from time to time, there are public policy endeavors that are either directly related to~~ our ~~products~~brand ~~and~~image ~~packaging~~ or toperceived ~~our~~product ~~business.~~quality ~~These~~could ~~public policy debates can occasionally~~ be ~~the~~adversely ~~subject~~affected ofby ~~backlash~~litigation, ~~from~~unfavorable ~~advocacy~~reports ~~groups~~in ~~that~~the ~~have~~media a(internet ~~differing~~or ~~point~~elsewhere), ofstudies ~~view and could result~~ in ~~adverse~~general ~~media~~ and ~~consumer~~regulatory ~~reaction,~~or ~~including~~other ~~product~~governmental ~~boycotts.~~inquiries ~~Similarly,~~(in ~~our~~each ~~sponsorship~~case ~~relationships~~whether ~~could~~involving ~~subject~~our usproducts toor ~~negative~~those ~~publicity as a result~~ of ~~actual~~our orcompetitors) ~~alleged~~and ~~misconduct~~proposed ~~by individuals~~ or ~~entities~~new ~~associated~~legislation ~~with~~affecting ~~organizations~~our ~~we sponsor or support~~industry. ~~Likewise,~~Negative ~~campaigns~~postings ~~by activists connecting us,~~ or ~~our~~comments ~~supply~~on ~~chain,~~social ~~with~~media ~~human~~or ~~and~~networking ~~workplace~~websites ~~rights,~~about ~~environmental~~the Company or ~~animal~~any ~~rights~~one ~~issues~~of ~~could adversely impact~~ our ~~corporate image and reputation. Allegations~~brands, even if ~~untrue,~~inaccurate ~~that~~or wemalicious, ~~are~~could ~~not~~generate ~~respecting~~adverse ~~the~~publicity ~~human~~that ~~rights~~could ~~found~~damage in the ~~United~~reputation ~~Nations Universal Declaration~~ of ~~Human~~our ~~Rights;~~brands ~~actual~~ or ~~perceived failure by~~ our ~~suppliers or other~~ business. ~~partners~~Business toincidents, ~~comply~~whether ~~with~~isolated ~~applicable~~or ~~labor~~recurring and ~~workplace~~whether ~~rights~~originating ~~laws~~from us, ~~including~~our ~~child~~co-packers, ~~labor laws~~distributors, orsuppliers ~~their actual~~ or ~~perceived~~business ~~abuse~~partners, orthat ~~misuse~~erode ofconsumer ~~migrant~~trust ~~workers;~~can ~~adverse~~significantly ~~publicity~~reduce ~~surrounding~~brand ~~obesity~~value ~~and~~or ~~health~~potentially ~~concerns~~trigger ~~related~~boycotts toof our products, ~~our environmental impact~~ and ~~the~~can ~~sustainability~~have ofa ~~our~~negative ~~operations,~~impact ~~labor~~on ~~relations,~~consumer ~~our~~demand ~~culture~~for ~~and~~ our ~~workforce~~products oras ~~the~~well ~~like~~as ~~could negatively affect~~ our ~~Company’s overall~~ reputation and ~~brand~~financial ~~image,~~results. ~~which~~The inimpact ~~turn~~of ~~could~~such ~~have~~incidents amay ~~negative~~be ~~impact~~exacerbated onif ~~our~~they ~~products’~~receive ~~acceptance~~considerable ~~by consumers~~publicity, ~~and~~including arapidly ~~material~~through ~~adverse~~social ~~effect~~or ondigital ~~our~~media ~~business,~~(including ~~financial~~for ~~condition,~~malicious ~~results~~reasons) ofor ~~operations,~~result ~~and~~in ~~cash flows~~litigation.

In addition, from time to time, there are public policy endeavors that are either directly related to our products and packaging or to our business. These public policy debates can occasionally be the subject of backlash from advocacy groups that have a differing point of view and could result in adverse media and consumer reaction, including product boycotts. Similarly, our sponsorship relationships could subject us to negative publicity as a result of actual or alleged misconduct by individuals or entities associated with organizations we sponsor or support. Likewise, campaigns by activists connecting us or our supply chain, with human and workplace rights, environmental or animal rights issues could adversely impact our corporate image and reputation. Allegations, even if untrue, that we are not respecting the human rights found in the United Nations Universal Declaration of Human Rights, actual or perceived failure by our suppliers or other business partners to comply with applicable labor and workplace rights laws, including child labor laws or their actual or perceived abuse or misuse of migrant workers, adverse publicity surrounding obesity and health concerns related to our products, our environmental impact and the sustainability of our operations, labor relations, our culture and our workforce or the like could negatively affect our overall reputation and brand image, which in turn could have a negative impact on our products’ acceptance by consumers, and a material adverse effect on our business, financial condition, results of operations and cash flows.

Our sales are affected by seasonality.

AsOur business is ~~typical~~subject into ~~the non-alcoholic beverage category~~seasonality, ~~our~~with ~~sales~~higher ~~are seasonal. Our highest~~ sales volumes ~~generally~~typically ~~occur~~occurring induring the ~~second and third quarters, which correspond to the~~ warmer months of the year. inSales ~~our~~may ~~major~~fluctuate ~~markets.~~from ~~Consumer~~period ~~demand~~to ~~for~~period ~~our~~due ~~products~~to iscustomer ~~also~~purchasing ~~affected~~patterns, byconsumer ~~weather~~demand ~~conditions.~~and ~~Unseasonably~~seasonal ~~cool~~factors, orincluding ~~wet~~ weather ~~during~~conditions. ~~the~~As ~~spring~~a ~~and~~result, ~~summer~~our ~~months~~results ~~may~~for ~~lead~~any toparticular ~~decreased~~quarter ~~sales,~~may ~~potentially~~not ~~having~~be aindicative ~~material~~of ~~adverse~~the ~~effect~~results onto ~~our~~be ~~business,~~achieved ~~financial~~for ~~condition,~~the ~~results~~entire offiscal ~~operations, and cash flows~~year.

Failure by suppliers or co-packers to comply with applicable laws and regulations, or with specifications and other requirements for our products, may adversely impact our business.

We rely on our raw material suppliers and co-packers for compliance with applicable legal and regulatory requirements. If our raw material suppliers or co-packers fail to comply with applicable federal, state, and local requirements it could materially adversely impact our business. For example, failure of our co-packers to comply with applicable CGMP requirements could necessitate a product recall, cause us to be subject to regulatory enforcement action, or lead to private litigation against us.

We also rely on our co-packers to provide us with products that comply with our specifications and other applicable requirements. If they fail to do so, or if our raw material suppliers fail to supply us with material that complies with applicable specifications, it could lead to supply chain disruptions, damage to our reputation, or otherwise materially adversely impact our business. It could also result in the inability of the co-packers to continue to manufacture product for us or inability of the raw material suppliers to continue to supply product to us, which could result in disruption or increased cost of product. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Litigation could expose us to significant liabilities and reduce demand for our products.

We have been and are a party, from time to time, to various litigation and other legal proceedings, including, but not limited to, intellectual property, false advertising, product liability, breach of contract claims, and violations of consumer protection statutes and securities laws. Lawsuits have been filed against us claiming that certain statements made in our or our partners' advertisements or on the labels of our products, in our public filings with the ~~Securities~~SEC ~~and Exchange Commission~~ or in our or public statements, were false or misleading or otherwise not in compliance with applicable state and/or federal regulatory requirements, including class action alleging "channel stuffing". Class action lawsuits have been filed against us, alleging that certain claims in our marketing promotional materials amount to false advertising or were otherwise misleading. We do not believe any statements made by us in our promotional materials or set forth on our product labels are false or misleading or otherwise not in compliance with applicable state or federal legal and regulatory requirements, and we have been defending, and will continue to vigorously defend such lawsuits. At times, even if ~~the~~we ~~Company~~believe ~~believes~~ that itwe isare acting in compliance with the applicable laws and regulations, management may choose to settle claims in order to avoid lengthy litigation and associated expenses and/or disruptions to ~~its~~our business. Although ~~the~~we ~~Company~~ recently settled claims brought by the SEC, itwe could be subject to additional investigations or lawsuits from the SEC or other regulators in the future. For additional information regarding the claims that we face, please see Note 1517. Commitments and Contingencies, in the Notes to the Consolidated Financial Statements included elsewhere in this ~~Annual~~ Report ~~on Form 10-K~~.

Any of the foregoing matters or other litigation, the threat thereof, or unfavorable media attention arising from pending or threatened litigation could consume significant financial and managerial resources and result in diminished operational efficiency of the Company, significant monetary awards against us, an injunction barring the sale of any of our products and injury to our reputation. Our failure to successfully defend or settle any litigation or legal proceedings could result in liabilities that, to the extent not covered by our insurance, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.20

Any of the foregoing matters or other litigation, the threat thereof or unfavorable media attention arising from pending or threatened litigation could consume significant financial and managerial resources and result in diminished operational efficiency of our business, significant monetary awards against us, an injunction barring the sale of any of our products and injury to our reputation. Our failure to successfully defend or settle any litigation or legal proceedings could result in liabilities that, to the extent not covered by our insurance, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we fail to maintain an effective internal control environment or adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price.

We are required to maintain proper ~~internal~~ICFR ~~control over our financial reporting~~ and adequate controls related to our disclosures. As defined in Rule 13a-15(f) under the Exchange Act, ~~internal~~ICFR ~~control over financial reporting~~ is a process designed by, or under the supervision of, the principal executive and principal financial officers and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~generally~~U.S. ~~accepted accounting principles~~GAAP. If we fail to maintain adequate controls, our business, financial condition, ~~the~~ results of operations, and cash flows may be materially, adversely impacted.

AsIf ~~described~~we inare ~~Part~~unable ~~II,~~to ~~Item~~maintain ~~9A.~~adequate ~~Controls~~ICFR ~~and~~or ~~Procedures~~establish an effective control environment, ~~management~~our ~~identified~~Consolidated Financial Statements may contain material ~~weaknesses~~misstatements inand ~~the~~we ~~Company’s~~could ~~internal~~be ~~control~~required ~~over~~to revise or restate our financial ~~reporting~~results. ~~("ICFR")~~Such inevents ~~2021,~~could ~~2022~~materially and ~~2023.~~adversely Aaffect ~~material~~our ~~weakness~~business, isrestrict aour ~~deficiency~~ability to access the capital markets, orrequire aus ~~combination~~to ofexpend significant resources to address control deficiencies, insubject ~~ICFR~~us to fines, ~~such~~penalties ~~that~~or ~~there~~judgments, isharm aour ~~reasonable~~reputation ~~possibility~~or ~~that~~otherwise cause a ~~material~~decline ~~misstatement~~in investor confidence, any of ~~the~~which ~~Company’s~~could ~~annual~~have ora ~~interim~~material ~~financial~~adverse ~~statements~~effect ~~will~~on ~~not~~our bebusiness, ~~prevented~~financial orcondition, ~~detected~~results onof aoperations ~~timely~~and ~~basis.~~cash flows.

The Company has successfully remediated the material weaknesses identified in prior years through the implementation of a remediation plan, including enhanced internal control procedures and strengthened oversight. While these remediation efforts have been effective, there can be no assurances that the Company will not identify additional material weaknesses in ICFR in the future or fail to maintain an effective control environment. If the Company is unable to maintain adequate ICFR or establish an effective control environment, its consolidated financial statements may contain material misstatements, and it could be required to revise or restate its financial results. Such events could materially and adversely affect the Company’s business, results of operations, and financial condition, restrict its ability to access the capital markets, require it to expend significant resources to address control deficiencies, subject it to fines, penalties, or judgments, harm its reputation, or otherwise cause a decline in investor confidence, any of which could have a material adverse effect on its business, financial condition, results of operations, and cash flows.

We may be subject to regulatory examinations and proceedings.

We may be subject to examinations, investigations, proceedings and orders by the SEC or other regulators. Any such actions could be expensive, damaging to our brand, and could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Strikes or work stoppages or labor unrest can cause our business to suffer.

Some employees of our third-party business partners that are involved in the manufacturing, production, or distribution of our products are covered by collective bargaining agreements, and other such employees may seek to be covered by collective bargaining agreements. Strikes or work stoppages or other business interruptions may occur if the third parties that are involved in the manufacturing, production and distribution of our products are unable to renew, or enter into new, collective bargaining agreements on satisfactory terms. These disruptions can impair the manufacturing and distribution of our products, interrupt product supply or lead to a loss of sales. They may also increase our costs, or otherwise affect our ability to fully implement future operational changes to enhance our efficiency or to adapt to changing business needs or strategy. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Risk Factors Related to Financial Risks

We have incurred significant indebtedness in connection with our recent acquisitions, which increases our financial leverage and exposes us to risks related to liquidity, compliance with debt covenants and future refinancing.

Our outstanding debt requires ongoing interest and principal payments that may limit our ability to obtain additional financing, pursue strategic opportunities or respond to changing business or economic conditions. Because some of our debt accrues interest at variable interest rates, movements in interest rates could increase our borrowing costs and reduce our available cash flow.

Our debt agreements also contain covenants that impose operating and financial restrictions, and our failure to comply with these covenants could materially adversely affect our business, financial condition, results of operations and cash flows. Our ability to comply with these restrictions and covenants is uncertain and will be affected by the levels of cash flow from operations and other events or circumstances beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we violate any provisions of our debt agreements, particularly our Credit Agreement, that are not cured or waived within the applicable time periods provided in such agreements, a significant portion of our indebtedness may become immediately due and payable, and our lenders’ commitment to make further loans to us under certain of our credit facilities may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments. If we were unable to repay the accelerated amounts, the lenders under our Credit Agreement could proceed against the collateral granted to them to secure our indebtedness thereunder. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, which could result in our insolvency.

Fluctuations in our effective tax rate could adversely affect our financial condition and results of operations.

We are subject to income and other taxes in both the U.S. and certain foreign jurisdictions. Therefore, we are subject to audits for multiple tax years in various jurisdictions at once.

~~Our 2021 through 2023 U.S. federal income tax returns are subject to examination by the IRS. Our state and local income tax returns are subject to examination for the 2020 through 2023 tax years.~~21

Our 2022 through 2024 U.S. federal income tax returns are subject to examination by the Internal Revenue Service. Our state and local income tax returns are subject to examination for the 2021 through 2024 tax years.

At any given time, events may occur which change our expectation about how any such tax audits will be resolved and thus, there could be significant variability in our quarterly or annual tax rates, because these events may change our plans for uncertain tax positions.

Changes in U.S. tax laws as a result of any legislation proposed by U.S. Congress could adversely affect our provision for income taxes, resulting in an adverse impact on our financial condition, or results of operations and cash flows. In addition, changes in the manner in which U.S. multinational corporations are taxed on foreign earnings, including changes in how existing tax laws are interpreted or enforced, could adversely affect our financial condition, or results of operations and cash flows. For example, the ~~Organization for Economic Cooperation and Development (“~~OECD”) has recommended changes to numerous long-standing international tax principles through its ~~base erosion and profit shifting (“~~BEPS”) project. These changes, to the extent adopted, may increase tax uncertainty, result in higher compliance costs and adversely affect our provision for income taxes, results of operations orand cash flow. In connection with the OECD’s BEPS project, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in various countries. Economic and political pressures to increase tax revenues in jurisdictions in which we operate, such as with respect to our ~~new~~operations ~~center~~ in Ireland, or the adoption of new or reformed tax legislation or regulation, may make resolving tax disputes more difficult and the final resolution of tax audits and any related litigation could differ from our historical provisions and accruals, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Changes in U.S. tax law, including those introduced under the OBBBA, may further impact our tax obligations and planning strategies.

The OBBBA introduced substantial modifications to the U.S. corporate tax system, including changes to international tax provisions, interest expense limitations and foreign tax credit rules. Future regulatory guidance or amendments could affect the deductibility of certain expenses, the timing of income recognition or the treatment of intercompany transactions. These changes, individually or in combination, could increase our effective tax rate, alter the value of deferred tax assets and liabilities and require adjustments to our tax planning strategies. Additionally, ongoing uncertainty regarding global tax reforms and the implementation of minimum tax standards in various jurisdictions could increase compliance complexity and costs. Any such changes could materially affect our business, financial condition, results of operations and cash flows.

Increases in market interest rates could materially increase our borrowing costs, reduce cash flow and adversely affect our financial condition and results of operations.

A portion of our debt bears interest at variable rates, which makes our borrowing costs sensitive to fluctuations in benchmark interest rates and credit spreads. The Federal Reserve implemented significant benchmark interest rate reductions in late 2024 and maintained rates at relatively stable levels through much of 2025. During the fourth quarter of 2025, the Federal Reserve implemented additional rate cuts of a smaller magnitude. Despite these reductions, and while recent refinancing activity has reduced our interest rate, our overall debt service obligations remain exposed to market rate volatility. We are subject to interest rate risk in connection with the Term Loan Facility and Revolving Credit Facility, which bear interest at either a benchmark rate or an alternate base rate, plus an applicable spread which is subject to potential step-downs in 0.25% increments pursuant to a pricing grid based on net leverage. A one-percentage-point increase in the interest rate would raise our annual interest expense obligations by approximately $6.9 million, based on the outstanding balances under the Term Loan Facility as of December 31, 2025. There were no borrowings under the Revolving Credit Facility as of December 31, 2025. Sustained or further increases in interest rates could reduce the availability of capital, constrain our ability to invest in growth initiatives and negatively impact profitability and cash flow. We do not currently use derivative instruments or other hedging arrangements to mitigate exposure to interest rate fluctuations.

We may be required in the future to record a significant charge to earnings if our goodwill or intangible assets become impaired.

Under U.S. ~~Generally Accepted Accounting Principles (“U.S.~~ GAAP”), we are required to review our goodwill and indefinite-lived intangible assets for impairment annually, and more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. Factors potentially affecting our estimated fair values, used in comparison with carrying values, include but are not limited to, declining or slower than anticipated growth rates for certain of our existing products, a decline in stock price and market capitalization, reduced operating cash flows, changes in the business climate or competitive environment, and slower growth rates in our industry. An impairment charge, if required, would decrease the carrying value to that of our estimated fair value on our ~~consolidated~~Consolidated ~~balance~~Balance ~~sheet~~Sheets and impact earnings.

~~Finite~~Definite-lived assets are reviewed for impairment whenever events or changes in circumstances suggest that their carrying value may not be fully recoverable and are subject to amortization over their useful lives.

We may be required in the future to record a significant charge to earnings during the period in which we determine that our intangible assets have been impaired. Any such charge would adversely impact our results of operations. As of December 31, ~~2024~~2025, our goodwill totaled approximately $71917.6 million and net intangible assets totaled approximately $121,391.2 9 million.

Fluctuations in foreign currency exchange rates may adversely affect our operating results.

We are exposed to foreign currency exchange rate risk with respect to our sales, expenses, profits, assets and liabilities denominated in currencies other than the U.S. dollar and we expect that such risk exposure will increase as we continue to expand our international operations. As a result, our reported earnings may be materially adversely affected by changes in foreign currency exchange rates. For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, net foreign currency translation ~~loss~~gain (~~gain~~loss) resulted in a ~~loss~~net gain of $26.54 million, a ~~gain~~net loss of $1.2.5 million and a ~~loss~~net gain of $21.52 million, respectively.

Potential changes in accounting standards or practices or taxation may adversely affect our financial results.

We cannot predict the impact that future changes in accounting standards or practices may have on our financial results. New accounting standards could be issued that change the way we record revenues, expenses, assets and liabilities. These changes in accounting standards could adversely affect our reported earnings. Increases in direct and indirect income tax rates could affect after-tax income. Equally, increases in indirect taxes (including environmental taxes pertaining to the disposal of beverage containers or indirect taxes on beverages generally or energy drinks in particular) could affect our products’ affordability and materially reduce our sales, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business and results of operations.

Global economic uncertainties, including highly inflationary economies and foreign currency exchange rates, affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. There can be no assurance that economic improvements will occur, or that they would be sustainable, or that they would enhance conditions in markets relevant to us. In addition, we cannot predict the duration and severity of disruptions in any of our markets or the impact they may have on our customers or business, as our expansion outside of the U.S. has increased our exposure to ~~any~~ developments or crises in various international markets. Unfavorable economic conditions and financial uncertainties in our major international markets and unstable political conditions, including civil unrest and governmental changes, in certain of our other international markets, could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our investments are subject to risks which may cause losses and affect the liquidity of these investments.

On December 31, ~~2024~~2025, we had ~~$890.2~~unrestricted ~~million in~~ cash and cash equivalents of approximately $398.9 million. Certain of these investments are subject to general credit, liquidity, market and interest rate risks. These risks associated with our investment portfolio may have a material adverse effect on our future results of operations, liquidity and financial condition.

Risk Factors Related to Our Common Stock

The market price and trading volume of our ~~common~~Common ~~stock~~Stock is and has been volatile and could decline significantly.

Our stock price is affected by a number of factors, including stockholder expectations, financial results, the introduction of new products by us and our competitors, general economic and market conditions such as inflation, estimates and projections by the investment community and public comments by other parties as well as many other factors including litigation, many of which are beyond our control. We do not provide guidance on our future performance, including, but not limited to, our revenues, margins, product mix, operating expenses or net income. We may be unable to achieve analysts’ forecasts of our future performance, including net revenue or earnings, which are based on their own projected revenues, sales volumes and sales mix of many product types or new products, certain of which are more profitable than others, as well as their own estimates of gross margin and operating expenses. There can be no assurance that we will achieve any such projected levels or mix of product sales, revenues, gross margins, operating profits or net income, and our failure to meet analyst forecasts may result in a decline in the price of our ~~common~~Common ~~stock~~Stock. Our stock price is and has been subject to significant volatility, and stockholders may not be able to sell our stock at attractive prices. In addition, periods of volatility in the market price of our ~~common~~Common ~~stock~~Stock have resulted in securities class action litigation against us, and continued stock price volatility could result in the initiation of new actions. For the period January 1, ~~2024~~2025 through February 2023, ~~2025~~2026, the price of our ~~common~~Common ~~stock~~Stock ranged from a high of $9966.6274 to a low of $21.10.

Our Board has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate control. We have outstanding shares of ~~preferred~~Preferred ~~stock~~Stock with rights and preferences superior to those of our ~~common~~Common ~~stock~~Stock.

Our Articles of Incorporation ~~allow~~authorize our Board to issue shares of preferred stock without any ~~vote or~~ further action or approval by our stockholders. ~~Our~~The Board has the authority to fix and determine the relative rights and preferences of any series of preferred stock that may be issued. As a result, our Board could authorize the issuance of ~~a series of~~ preferred stock ~~that~~with ~~would~~rights ~~grant~~senior to ~~holders~~those ~~the~~of ~~preferred right to~~ our ~~assets~~Common ~~upon liquidation~~Stock, ~~the~~including ~~right~~priority toin ~~receive~~ dividend payments ~~before dividends are distributed to the holders of common stock and the right to the redemption of the shares~~, ~~together~~liquidation ~~with~~or ~~a premium, prior to the~~ redemption ~~of our common stock~~.

On August 1, 2022, the Company filed a Series A Certificate with the Secretary of the State of Nevada (the “Series A Certificate”). The Series A Certificate authorizes 1,466,666 shares of Series A Preferred Stock, all of which were issued and sold to Pepsi, and are not currently convertible at the rate of fifteen shares of the Company’s common stock, par value $0.001 per share, for each share of Series A Preferred Stock. The Series A Preferred Stock ranks, with respect to distribution rights and rights on liquidation, winding-up and dissolution, (i) senior and in priority of payment to the Company’s common stock, (ii) on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series A Preferred Stock, and (iii) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series A Preferred Stock. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (but excluding any change of control), each holder of Series A Preferred Stock will be entitled to receive an amount per share of Series A Preferred Stock equal to the Liquidation Preference, as defined in the Series A Certificate. Holders of shares of Series A Preferred Stock will be entitled to cumulative dividends, which will be payable quarterly in arrears either in cash, in-kind, or a combination thereof. Dividends will accrue on each share of Series A Preferred Stock at the rate of 5.00% per annum, subject to adjustment as set forth in the Series A Certificate. In addition to such quarterly regular dividends, such shares of Series A Preferred Stock are entitled to participate in dividends paid to holders of common stock.23

21Our currently outstanding Preferred Stock, all of which is held by Pepsi, ranks, with respect to distribution rights and rights on liquidation, winding-up and dissolution, (i) senior and in priority of payment to our Common Stock, (ii) on parity with one another and (iii) junior to any future series of capital stock expressly designated as ranking senior. Holders of Preferred Stock are entitled to cumulative quarterly dividends at a rate of 5.0% per annum, payable in cash, in kind, or a combination thereof, and to participate in dividends paid on our Common Stock on an as-converted basis. The Preferred Stock is convertible into shares of Common Stock under specified conditions and carry redemption rights exercisable at future dates.

~~Certain~~Future issuances of ~~our~~Common ~~affiliated~~Stock ~~stockholders~~or ~~can~~Preferred ~~exert~~Stock ~~significant~~could ~~influence~~dilute onexisting stockholders and reduce the ~~Company’s~~market ~~corporate~~value ~~affairs~~of our Common Stock.

~~Certain~~In ofthe ~~our~~future, ~~affiliated~~we ~~stockholders~~may ~~own~~issue ~~approximately~~Common ~~18.5%~~Stock or shares of preferred stock senior to our ~~issued~~Common ~~and~~Stock, ~~outstanding~~such ~~common~~as ~~stock~~our issued and ~~can~~outstanding ~~influence~~Preferred ~~the~~Stock, ~~election~~to offinance ~~directors~~acquisitions, asrepay ~~well~~debt asor ~~all~~raise ~~other~~capital ~~matters~~for ~~requiring~~general ~~stockholder~~corporate ~~approval~~purposes. ~~The~~In ~~interests~~connection ofwith ~~such~~the ~~stockholders~~Alani ~~may~~Nu ~~differ~~Acquisition, ~~from~~we ~~the~~issued ~~interests~~shares of ~~other~~our ~~stockholders~~Common ~~with~~Stock ~~respect~~as topart of the ~~issuance~~purchase ~~of shares~~consideration, ~~business~~and ~~transactions~~in connection with orthe ~~sales~~Rockstar toAcquisition ~~other~~and ~~companies~~related Pepsi Transactions, ~~selection~~we issued Series B Preferred Stock. Future issuances could dilute the interests of ~~other~~existing ~~directors~~stockholders, including voting power and ~~other~~financial ~~business~~interests, ~~decisions~~and reduce the market value of our Common Stock.

We docannot ~~not~~guarantee ~~expect~~that toany ~~pay~~share ~~cash~~repurchase ~~dividends~~program onwill ~~our~~be ~~common~~fully ~~stock~~consummated or that it will enhance long-term stockholder value. Share repurchases could also increase volatility in the ~~foreseeable~~trading ~~future~~price of our stock and reduce our cash reserves.

WeAlthough ~~have~~our ~~never~~Board ~~paid~~has ~~cash~~authorized ~~dividends~~a onshare ~~our~~repurchase ~~common~~program, ~~stock.~~the Weprogram dodoes not ~~expect~~obligate us to ~~pay~~repurchase ~~cash~~any ~~dividends~~specific onnumber ~~our~~of ~~common~~shares ~~stock~~or dollar amount of Common Stock and may be modified, suspended or terminated at any time. In addition, our ability to repurchase or retire shares is subject to limitations under our Credit Agreement. As a result, our ability to repurchase shares may be limited in practice and dependent on our ability to access the ~~foreseeable~~equity ~~future~~capital markets on acceptable terms. The ~~future~~timing, ~~payment~~amount and method of ~~dividends~~any repurchases will depend on ~~our~~factors ~~common~~such ~~stock~~as ~~directly~~market ~~depends~~conditions, ~~upon~~share ~~our~~price, ~~future~~business ~~earnings~~performance, available liquidity and other capital ~~requirements~~allocation priorities, ~~financial~~including ~~requirements~~acquisitions, integration activities and ~~other~~debt ~~factors~~repayments. We cannot guarantee that ~~our~~any ~~Board~~repurchases will ~~consider.~~be ~~Since~~fully weexecuted door ~~not~~that ~~anticipate~~they ~~paying~~will ~~cash~~result ~~dividends~~in onan ~~our~~increase ~~common~~in ~~stock,~~long-term ~~return~~stockholder onvalue. ~~your~~Announcements ~~investment,~~of ifshare ~~any,~~repurchase ~~will~~activity ~~depend~~or ~~solely~~changes onto anthe ~~increase,~~program ifcould ~~any,~~also increase volatility in the ~~market~~trading ~~value~~price of our ~~common~~Common ~~stock~~Stock. In addition, any share repurchases will reduce our cash reserves, which could limit our ability to pursue strategic opportunities or respond to changing business or economic conditions.

We do not expect to pay cash dividends on our Common Stock in the foreseeable future.

We have never paid cash dividends on our Common Stock. We do not expect to pay cash dividends on our Common Stock at any time in the foreseeable future. The future payment of dividends on our Common Stock directly depends upon our future earnings, capital requirements, financial requirements and other factors that our Board will consider. Since we do not anticipate paying cash dividends on our Common Stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our Common Stock.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

The Company has established a cybersecurity risk management program, designed to identify, assess, mitigate, and manage cybersecurity risks, incidents and threats that could potentially impact our business operations. ~~Our~~These ~~internal~~ cybersecurity ~~committee~~risk (management processes are integrated into the "Company’s overall enterprise risk management program. Our Cybersecurity Committee"), which includes our Chief Financial Officer and key representatives from the Finance, ~~Information Technology ("~~IT~~"),~~ and Legal departments, direct our cybersecurity efforts. The Cybersecurity Committee is primarily responsible for monitoring our cybersecurity risk management program, establishing and updating materiality thresholds for reporting cybersecurity incidents and determining whether specific incidents meet established disclosure criteria. The Cybersecurity Committee's role is focused on evaluating incidents against these thresholds to ensure that significant cyber risks are appropriately managed, addressed and if required, disclosed in line with our overarching cybersecurity strategy and policies. The Cybersecurity Committee members rely on the cybersecurity experience of the Company’s head of IT Security, which includes more than twenty years of experience in cybersecurity and ~~information technology~~IT, with focused expertise on cybersecurity strategy, architecture, policy, and processes relevant to assessing, identifying and managing cybersecurity risks. Remaining team members have a general familiarity with cybersecurity matters and an understanding of the potential financial impacts, disclosure obligations, and enterprise risks to the Company as they relate to cybersecurity. The Company has also established ~~a Cybersecurity Incident Assessment and Reporting Policy (~~the "Cyber Incident Policy").

Our Vice President of IT is tasked with continuously monitoring our systems and networks for potential cybersecurity threats. The IT department monitors for incidents that meet our established materiality thresholds, which encompass items such as cost, potential impact on operations, and reputational risks, and escalates incidents within our organization for further assessment and responsive action by the Cybersecurity Committee.24

~~The~~Our ~~Cyber~~Senior ~~Incident~~Vice ~~Policy~~President ~~sets~~of ~~forth~~IT, aSecurity ~~process~~and toInfrastructure, ~~report cybersecurity incidents that~~ is ~~intended~~tasked towith ~~enable~~continuously amonitoring ~~rapid~~our ~~organizational~~systems ~~response to mitigate risks~~ and ~~also~~networks tofor ~~ensure~~potential ~~compliance~~cybersecurity ~~with our public reporting obligations~~threats. ~~This~~The ~~process~~IT ~~includes~~department ~~incident~~monitors ~~identification,~~incidents ~~reporting~~that ~~channels~~meet toour ~~report~~established ~~any~~materiality ~~cybersecurity incidents~~thresholds, ~~reporting~~which ~~procedures~~encompass ~~with~~items ~~respect~~such toas ~~information to be included in any incident report~~cost, ~~provision~~potential ~~for~~impact ~~confidentiality~~on ofoperations ~~information~~and ~~reported,~~reputational ~~the~~risks ~~initiation~~and ofescalates aincidents ~~response~~within ~~process~~our toorganization ~~any~~for ~~reported~~further ~~incident,~~assessment ~~communication~~and ofresponsive aaction ~~reported~~by ~~incident to~~ the Cybersecurity Committee.

InThe ~~addition~~Cyber toIncident ~~our~~Policy ~~internal~~sets ~~reviews~~forth wea ~~may~~process ~~from time~~ to ~~time~~report ~~engage external~~ cybersecurity ~~firms~~incidents tothat ~~assist~~is ~~with~~intended ~~investigations~~to ~~and~~enable ~~external~~a ~~cybersecurity~~rapid ~~experts~~organizational response to ~~evaluate~~mitigate ~~our~~risks ~~processes,~~and ~~including~~also ~~conducting penetration tests,~~ to ~~report~~ensure oncompliance with our ~~cybersecurity~~public ~~infrastructure~~reporting ~~and~~obligations. ~~processes~~This toprocess ~~our~~includes ~~senior~~incident ~~management~~identification, ~~and~~reporting channels to ~~the~~report ~~Enterprise~~any ~~Risk~~cybersecurity ~~and~~incidents, ~~Audit~~reporting ~~Committee~~procedures ~~(the~~with ~~"Audit~~respect ~~Committee")~~to ofinformation ~~our~~to ~~Board.~~be ~~Our~~included ~~Cyber~~in ~~Incident~~any ~~Policy~~incident ~~also~~report, ~~establishes~~provision ~~procedures~~ for ~~engaging~~confidentiality ~~law~~of ~~enforcement~~information ~~should~~reported, the ~~need~~initiation ~~arise~~of ~~and~~a ~~defines~~response ~~certain~~process ~~parameters with respect~~ to ~~drafting~~any ~~initial~~reported incident ~~reports, technical assessment reports,~~ and ~~financial~~communication ~~impact~~of ~~reports~~a ~~for~~reported ~~review~~incident byto the Cybersecurity Committee~~, management, the Audit Committee, and the full Board, as appropriate~~.

~~Our~~In ~~Cybersecurity~~addition ~~Committee~~to ~~also~~our internal reviews, ~~cybersecurity~~we ~~incidents~~may ~~affecting~~from ~~our~~time ~~third~~to ~~party~~time ~~service~~engage ~~providers~~external ascybersecurity ~~necessary.~~firms ~~Upon~~to ~~being~~assist ~~notified~~with ofinvestigations aand external cybersecurity ~~incident~~experts atto aevaluate ~~third~~our ~~party~~processes, ~~our~~including ~~Vice~~conducting ~~President~~penetration oftests, ITand orto areport ~~designated~~on ~~point~~our ofcybersecurity ~~contact~~infrastructure ~~will~~and ~~promptly~~processes ~~contact~~to ~~the~~our ~~third~~senior ~~party~~management and to ~~understand~~ the ~~details~~Audit ~~and~~Committee ~~scope~~ of ~~the~~our ~~incident~~Board. AnOur ~~initial~~Cyber ~~report~~Incident ~~outlining~~Policy ~~the~~also ~~nature~~establishes ofprocedures ~~the~~for ~~incident,~~engaging ~~affected~~law ~~systems,~~enforcement ~~and~~should ~~preliminary impact assessment will be provided to~~ the ~~Cybersecurity~~need ~~Committee,~~arise ~~which~~and ~~will~~defines ~~appropriately~~certain ~~review~~parameters ~~the~~with ~~matter.~~respect ~~Regular~~to ~~communication~~drafting isinitial toincident bereports, ~~maintained~~technical ~~with~~assessment ~~the~~reports ~~third~~and ~~party~~financial ~~with~~impact ~~updates~~reports ~~provided~~for toreview by the Cybersecurity Committee, tomanagement, ~~enable~~the ~~appropriate~~Audit ~~steps~~Committee ~~to be taken~~ and ~~timely~~the ~~public~~full ~~reporting~~Board, ifas ~~needed~~appropriate.

22Our Cybersecurity Committee also reviews cybersecurity incidents affecting our third party service providers as necessary. Upon being notified of a cybersecurity incident at a third party, our Senior Vice President of IT, Security and Infrastructure, or a designated point of contact will promptly contact the third party to understand the details and scope of the incident. An initial report outlining the nature of the incident, affected systems and preliminary impact assessment will be provided to the Cybersecurity Committee, which will appropriately review the matter. Regular communication is to be maintained with the third party with updates provided to the Cybersecurity Committee to enable appropriate steps to be taken and timely public reporting if needed.

Cybersecurity Governance and Oversight

The governance of our cybersecurity risks involves active and informed participation from our management team, our Audit Committee, and our Board. The Audit Committee, which receives regular updates from the Cybersecurity Committee, maintains oversight of our cybersecurity strategies and risks and will consider such updates as part of the Company’s overall risk management program. This oversight includes briefings on the nature of the risks we face, the steps we are taking to mitigate these risks, and any significant cybersecurity incidents that have occurred. In addition, our Senior Vice President of IT, Security and Infrastructure, will provide reports and updates to the Audit Committee and to the full Board as the need arises. All Board members may attend the meetings of the Audit Committee during which cybersecurity is discussed and will be included in any tabletop exercises as they are planned.

We have not ~~experienced~~identified risks from known cybersecurity threats, including as a result of any prior cybersecurity ~~incident~~incidents, that ~~had~~have amaterially ~~material~~affected ~~impact~~or onare reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. Cybersecurity risks are considered as part of the Company’s strategic planning and operational decision-making processes. We continue to monitor potential cybersecurity threats and incorporate findings into our risk management strategies. While the Company maintains processes designed to manage cybersecurity risks, such processes cannot fully eliminate all risks, and certain cybersecurity incidents may not be detected immediately. Further information regarding cybersecurity and related risks is discussed in Part I, Item 1A of this Report.

Item 2. Properties.

Domestic Properties

The Company leases properties to support its operations and does not own any real estate in the U.S. As our operations continue to expand, we may assume additional leased space as necessary.

Our key lease agreements include:

•our U.S. principal executive office, which is leased with a monthly expense of approximately $0.1 million; and

•~~two property leases, which were assumed as part of our acquisition of Big Beverages and includes~~ manufacturing and warehouse facilities with a combined monthly lease expense of approximately $0.2 million.

International Properties

~~Across~~Our ~~Europe~~Celsius global center of excellence office is located in Dublin, weIreland. We additionally lease multiple office spaces across Europe and Asia to ~~support~~facilitate further administrative and operational functions. ~~for~~Together all international leases have an aggregate monthly expense of approximately $0.1 million.

Item 3. Legal Proceedings.

We are subject to various claims and lawsuits in the ordinary course of business, which ~~can~~ include, among other matters, contractual disputes with our marketing and other partners, claims ~~that~~alleging weinfringement ~~infringed~~of ~~on the~~ intellectual property ~~of others~~rights, commercial general liability claims, automobile liability claims, labor ~~law~~ and employment ~~claims,~~matters and potential class actions. We are also subject to regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. In connection with ~~such~~these ~~formal and informal inquiries~~matters, we receive ~~numerous~~ requests, ~~subpoenas, and orders~~ for documents, testimony, and other information in connection with various aspects of our activities.

Certain of these matters involve pending legal proceedings that are material to the Company, including securities, derivative and contractual disputes. Additional information in response to this ~~Item~~item is included in Note 1517. Commitments and Contingencies in the Notes to Consolidated Financial Statements and is incorporated by reference into Part I of this Report. Our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements and the accompanying Notes to the Consolidated Financial Statements are filed as part of this Report ~~under Item 15. Exhibits~~ and ~~Financial Statement Schedules and~~ are set forth beginning on page F-1 immediately following the signature ~~pages~~page of this Report.

Item 4. Mine Safety Disclosures.

Not applicable.

2326

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer ~~Purchase~~Purchases of Equity Securities.

Principal Market

Our ~~common~~Common ~~stock~~Stock is listed on the Nasdaq Capital Market under the symbol “CELH.” As of February 2123, ~~2025~~2026, there were 3739 holders of record of our ~~common~~Common ~~stock~~Stock. The holders of record as of such date do not include stockholders whose shares were held by banks, brokers and other financial institutions.

Common Stock Split

On November 1, 2023, the Board approved ~~a three-for-one forward stock split of our common stock (~~the "Forward Stock Split"). The split became effective on November 13, 2023 and our ~~common~~Common ~~stock~~Stock began trading on a split-adjusted basis on November 15, 2023. Concurrently with the effectiveness of the split, the number of authorized shares of ~~common~~Common ~~stock~~Stock increased from 100 million to 300 million, which is proportional to the ratio of the split. Neither the split nor the increase in authorized shares affected any stockholder's ownership percentage of our ~~common~~Common ~~stock~~Stock, altered the par value of our ~~common~~Common ~~stock~~Stock or modified any voting rights or other terms of the ~~common~~Common ~~stock~~Stock. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies in the notes to ~~the~~our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements contained elsewhere in this Report ~~for more information on the Forward Stock Split~~.

Dividends

Pepsi

On August 1, 2022, we issued 1,466,666 shares of ~~our~~ Series A Preferred Stock to Pepsi,. ~~which~~On ~~entitles~~the ~~Pepsi~~Closing toDate ~~cumulative~~of ~~dividends,~~the ~~payable~~Pepsi ~~quarterly in arrears either in cash~~Transactions, ~~in-kind,~~we orissued ~~a combination thereof~~390,000 atshares ~~our election (“Regular Series A Dividends”). Regular Series A Dividends accrue on each share~~ of Series AB Preferred Stock atand amended the ~~rate~~terms of ~~5.00% per annum, subject to adjustment as set forth in~~ the Series A ~~Certificate.~~Preferred InStock ~~addition~~ to ~~such~~align ~~quarterly~~key ~~Regular~~features ~~Series~~with Athe ~~Dividends,~~new ~~shares of~~ Series AB Preferred Stock. ~~also~~Both series entitle the holder ~~of such shares~~ to ~~participate~~cumulative inquarterly ~~any~~ dividends ~~paid~~at ona ~~the~~rate ~~Company’s~~of ~~common stock on an as-converted basis~~5.0% ~~During~~per ~~the year ended December 31~~annum, ~~2024,~~payable ~~the Board declared and paid $27.5 million~~ in ~~Regular Series A Dividends~~cash, ~~which~~in-kind ~~equaled~~or ~~$18.75~~a ~~per~~combination ~~share~~thereof ofat ~~Series~~our ~~A Preferred Stock~~election. ~~There~~Holders ~~were~~also noparticipate ~~cumulative~~in ~~undeclared~~any dividends paid on ~~the~~our ~~Series~~Common ~~A Preferred~~ Stock aton ~~December 31,~~an ~~2024~~as-converted basis.

~~With~~For the ~~exception~~year ofended ~~the~~December 31, ~~Regular Series A Dividends~~2025, wethe ~~have~~Company ~~never~~ declared orand paid ~~cash dividends~~$27.5 Wemillion doin ~~not~~Regular ~~expect~~Dividends ~~to pay cash dividends~~ on ~~our~~the ~~common~~Series ~~stock~~A atPreferred ~~any~~Stock ~~time~~and ~~in the foreseeable future~~$10.1 ~~Any~~million ~~future~~in ~~payment~~Regular ofDividends ~~cash~~on ~~dividends~~the ~~depends~~Series ~~upon~~B ~~our~~Preferred ~~future~~Stock. ~~earnings,~~There ~~capital~~were ~~requirements,~~no ~~financial~~cumulative ~~requirements~~undeclared ~~and~~dividends ~~other~~on ~~factors~~either ~~that~~series ~~the~~as ~~Board~~of ~~deems appropriate. Currently~~December 31, ~~the Company expects to use its net income to invest in the Company's business and operations~~2025.

~~Recent~~We ~~Sales~~have ofnever ~~Unregistered~~declared ~~Securities~~or paid cash dividends on our Common Stock and do not expect to do so for the foreseeable future. Any future cash dividends paid on our Common Stock would depend on our financial performance, capital requirements, restrictions contained in our Credit Agreement and other factors deemed appropriate by our Board. Currently, the Company expects to use its net income to invest in the Company's business and operations.

~~There were no sales of unregistered equity securities during the three months ended December 31, 2024.~~27

Stock Performance Graph

The information contained in this section shall not be deemed “soliciting material” or to be “filed” with the SEC or incorporated by reference in future filings with the SEC, or otherwise subject to the liabilities under Section 18 of the Exchange Act, except to the extent we specifically incorporate it by reference into such filing. The following information provides a five-year comparison of the cumulative total stockholder return on our ~~common~~Common ~~stock~~Stock from December 31, ~~2019~~2020 through December 31, ~~2024~~2025 to the returns of: (i) the ~~Standard & Poor's (“~~S&P”) 500 Index; and (ii) a self-selected peer group. The graph is not and is not intended to be indicative of future performance of our Common Stock.

The graph assumes $100 was invested on December 31, ~~2019~~2020, including reinvestment of dividends. The Company’s self-selected peer group is comprised of: Monster Beverage Corporation, The Coca-Cola Company, Pepsi, Keurig Dr Pepper Inc., and Starbucks Corporation. Cumulative total returns for the companies included in the peer group have been weighted on the basis of the total market capitalization for each company.

Issuer Purchases of Equity Securities

During the quarter ended December 31, ~~2024~~2025, we purchased the following shares of our ~~common~~Common ~~stock~~Stock under our share repurchase program and to satisfy ~~the~~ employee tax withholding obligations upon the vesting of equity awards:

Period	Total Number of Shares ~~Purchased~~Purchased1	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or ~~Programs~~Programs2	Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs
October 1, 2024 to October 31, 2024	3,078	$	31.40	—	$	—
October 1, 2025 to October 31, 2025	1,323	$	61.56	—	$	—
November 1, 2024 to November 30, 2024	17,507	$	29.39	—	—
November 1, 2025 to November 30, 2025	939,467	$	41.40	915,955	$	262,224,053
December 1, 2024 to December 31, 2024	—	—		—	—
December 1, 2025 to December 31, 2025	75,327	$	43.32	46,120	$	260,222,795
Total	201,~~585~~016,117			—962,075	$	—

[1] During the quarter ended December 31, 2025, we repurchased an aggregate of 54,042 shares of Common Stock to satisfy employee tax withholding obligations upon the vesting of equity awards.

[2] In November 2025, the Board approved, and, on November 10, 2025 we publicly announced, a share repurchase program under which we may repurchase up to $300.0 million of our outstanding Common Stock. As of December 31, 2025, $39.8 million had been utilized under this authorization and $260.2 million remained available for repurchase. The program has no expiration date and does not obligate us to repurchase any shares and may be modified, suspended or terminated at any time. Repurchases may be executed in open market or privately negotiated transactions, including transactions executed pursuant to a pre-set trading arrangement intended to satisfy the requirements of Rule 10b5-1(c) of the Exchange Act. See Note 15. Shareholders' Equity in the notes to our Consolidated Financial Statements contained elsewhere in this Report.

Item 6. [Reserved].

2529

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements and the accompanying notes included elsewhere in this Report. This Report contains forward-looking statements within the meaning of the PSLRA, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, about our expectations, beliefs, plans and intentions regarding our product development efforts, business, financial condition, results of operations, strategies and prospects. Readers can identify forward-looking statements by the fact that these statements do not relate to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied through forward-looking statements. Please refer to Item 1A. Risk Factors for a detailed discussion of these uncertainties and risks. Forward-looking statements reflect our views as of the date they are made. Except as required by law, we are not obligated to revise or publicly release any updates to these forward-looking statements. This includes not updating the statements to reflect events or circumstances occurring after they were made, or to address any differences between anticipated and actual results. We intend for all forward-looking statements to be subject to the safe harbor provisions of PSLRA.

The Management's Discussion and Analysis section aims to help the reader understand the Company's financial status and operational performance, guiding readers through our current business landscape and operational environment. Our analysis includes our results of operations and financial condition for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 and year-over-year comparisons between ~~2024~~2025 and ~~2023~~2024. For a detailed discussion of our results of operations and financial condition for the year ended December 31, ~~2023~~2024 and year-over-year comparisons between ~~2023~~2024 and ~~2022~~2023, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K, ~~as amended,~~ for the year ended December 31, ~~2023~~2024.

Definitions of key terms can be found in the Master Glossary. Unless otherwise noted, tabular dollars are presented in thousands, except per share amounts.

Our Business

Executive-Level Overview

Celsius is a functional energy drink company operating in the ~~United~~U.S. ~~States~~ and internationally. ~~This~~We ~~product~~currently ismarket ~~available~~three inbrands ~~two~~within ~~convenient~~our ~~forms~~portfolio: ~~ready-to-drink and an on-the-go portable powder form. Additionally~~CELSIUS®, ~~we offer~~ our ~~Celsius~~flagship ~~Essentials~~functional ~~line,~~energy ~~featuring~~brand; ~~16-ounce~~Alani ~~cans enriched with aminos. In 2025~~Nu, ~~we introduced CELSIUS® Hydration,~~ a ~~line of zero~~wellness-~~sugar~~focused ~~hydration~~energy ~~powders~~and ~~featuring~~nutritional ~~electrolytes in a variety of fruit-forward flavors. Our~~ product ~~range~~brand isthat ~~widely~~we ~~available~~acquired ~~across~~in ~~the~~April ~~U.S.~~2025; and ~~Canada in various retail outlets~~Rockstar, ~~including~~an ~~grocery~~energy ~~stores,~~drink ~~natural~~with ~~product~~a ~~stores,~~rich ~~convenience~~brand ~~stores,~~heritage ~~fitness~~that ~~centers,~~we ~~mass~~acquired ~~retailers,~~in ~~vitamin~~August ~~specialty~~2025. ~~stores~~Together, ~~and~~these ~~through~~brands ~~online~~position ~~e-commerce~~us ~~platforms.~~to ~~Moreover,~~serve ~~our~~a ~~products~~broad ~~are~~and ~~offered~~growing inbase ~~select~~of ~~markets~~consumers inseeking ~~Europe~~functional performance, ~~the~~better-for-you ~~Middle~~formulations ~~East~~ and ~~the~~active ~~Asia-Pacific~~lifestyle ~~region as we continue to expand our global presence~~support.

WeCelsius ~~engage~~is available in ~~various~~two ~~aspects~~convenient offorms: ~~developing,~~ready-to-drink ~~manufacturing,~~and ~~processing,~~an ~~marketing,~~on-the-go ~~selling,~~powder. ~~and distributing Celsius~~Additionally, ~~Celsius~~we ~~Essentials,~~offer ~~and~~our ~~Celsius~~CELSIUS ~~On-The-Go~~ESSENTIALS™ ~~Powder~~line, ~~with~~featuring ~~products~~16-ounce ~~available~~cans toenriched ~~customers~~with ~~and consumers across the U~~aminos.S. ~~and~~In in2025, ~~select~~we ~~territories~~introduced inCELSIUS® ~~Canada~~Hydration, ~~Europe,~~a ~~the~~line ~~Middle~~of ~~East~~non-caffeinated, ~~and Asia~~zero-~~Pacific.~~sugar ~~Our~~hydration ~~operational~~powders, ~~model~~featuring ~~strategically~~electrolytes ~~relies~~in ~~primarily~~a onvariety coof fruit-~~packers~~forward ~~for~~flavors. ~~the~~Our ~~manufacture~~product ~~and~~range ~~supply~~is ofwidely ~~our~~available ~~products,~~across ~~leveraging~~the ~~their~~U.S. ~~specialized expertise~~ and ~~scalable~~in ~~production~~select ~~capabilities.~~territories ~~Additionally,~~in weCanada ~~utilize our~~ in~~-house~~ ~~manufacturing~~various ~~facility~~retail tooutlets, ~~complement~~including ~~our~~grocery ~~strategic~~stores, ~~use~~natural ofproduct ~~co-packers.~~stores, ~~This~~convenience ~~approach~~stores, ~~allows~~fitness uscenters, tomass ~~maintain~~retailers, ~~flexibility~~vitamin inspecialty ~~responding~~stores ~~to market demands~~ and tothrough ~~focus~~e-commerce ~~our~~platforms. ~~resources on innovation~~Moreover, ~~marketing, and expanding~~ our ~~distribution~~products ~~channels.~~are Weoffered ~~continually~~in ~~assess~~select ~~and~~markets ~~work~~in toEurope, ~~optimize~~the ~~our~~Middle ~~supply~~East ~~chain~~and tothe ~~ensure~~Asia-Pacific ~~quality,~~region ~~consistency~~as ~~and~~we ~~timely~~have ~~delivery~~continued to expand our ~~customers~~global presence.

OnAlani ~~August~~Nu 1,expands ~~2022,~~our wereach ~~entered~~beyond energy into awellness ~~long-term~~and ~~Distribution~~nutrition ~~Agreement~~ with ~~Pepsi,~~a ~~making~~product ~~them~~range ~~our~~spanning ~~primary~~energy ~~distributor~~drinks, inpre-workout ~~the~~formulas, ~~U.S.~~protein beverages and ~~leveraging the right of first offer to facilitate our expansion into Canada~~supplements. ~~This~~With ~~agreement~~a ~~also~~strong ~~helps~~following toamong ~~enable~~Gen ~~potential~~Z ~~future international markets~~ and ~~new~~female ~~distribution channels with Pepsi. In connection with our relationship with Pepsi~~consumers, weAlani ~~terminated~~Nu ~~certain~~adds ~~previous~~depth ~~distributor agreements and shifted certain distribution rights~~ to ~~Pepsi. Through~~ our ~~Transition~~innovation ~~Agreement~~pipeline ~~with~~and ~~Pepsi,~~provides wemeaningful ~~received~~opportunities ~~specific payments~~ for ~~transferring~~domestic ~~certain~~and ~~existing~~global ~~distribution rights to them~~expansion.

~~Pending~~Through ~~Acquisition~~our addition of ~~Alani~~Rockstar, ~~Nutrition~~we ~~LLC~~offer beverages in both full-sugar and zero-sugar formats. Rockstar complements our portfolio with its established brand equity and appeal to traditional energy drink consumers. Collectively, our brands position Celsius to meet the diverse preferences of consumers seeking functional performance, wellness benefits and better-for-you energy options.

OnWe ~~February~~engage 20in developing, ~~2025~~manufacturing, weprocessing, ~~announced~~marketing, ~~that~~selling weand ~~had~~distributing ~~entered~~Celsius, ~~into a membership interest purchase agreement to acquire~~ Alani Nu ~~for~~and aRockstar ~~total consideration comprising (i) $1,275~~products.0 ~~million~~Our inoperational ~~cash,~~model ~~subject~~strategically torelies ~~adjustment~~primarily ason ~~set~~co-packers ~~forth~~for in the ~~purchase~~manufacture ~~agreement,~~and ~~(ii)~~supply ~~an aggregate~~ of 22our products,~~451,224~~ ~~shares~~leveraging oftheir ~~our~~specialized ~~common~~expertise ~~stock~~ and ~~(iii)~~scalable upproduction ~~to $25~~capabilities.0 ~~million in additional cash consideration~~Additionally, ~~payable~~we ~~only~~utilize ifour ~~net~~in-house ~~sales~~manufacturing offacility ~~Alani~~to ~~Nu’s~~complement ~~products~~our ~~meet~~strategic oruse ~~exceed~~of ~~an agreed target for 2025~~co-packers. ~~The~~This ~~closing~~approach ofallows ~~our~~us ~~pending~~to ~~acquisition~~maintain offlexibility ~~Alani~~in Nuresponding isto ~~currently~~market ~~expected~~demands and to ~~occur~~focus inour ~~the~~resources ~~second~~on ~~quarter of 2025~~innovation, ~~subject~~marketing toand ~~the~~expanding ~~satisfaction~~our ofdistribution ~~certain~~channels. ~~customary~~We ~~closing~~continuously ~~conditions,~~assess ~~including~~and ~~the~~work ~~expiration~~to ofoptimize ~~the~~our ~~waiting~~supply ~~period~~chain ~~applicable~~ to ~~the~~ensure ~~transaction~~quality, ~~under~~consistency ~~the~~and ~~Hart-Scott-Rodino~~timely ~~Antitrust~~delivery ~~Improvements~~to ~~Act~~our ~~of 1976, as amended~~customers.

26Building on the long-term distribution agreement we originally established with Pepsi in August 2022, on the Closing Date of the Pepsi Transactions, we entered into a series of 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.

Company and Industry-Wide Factors

Energy Drink Market Trends - The energy drink industry iscontinues ~~experiencing~~to ~~significant growth~~expand, driven by ~~increasing~~sustained consumer demand for functional beverages that offer benefits beyond those offered by the larger carbonated soft drink market such as various health benefits, energy boosts, or other fitness-related advantages. While industry growth ~~slowed~~has ~~during~~moderated over the ~~year~~past ~~ended December 31~~year, ~~2024,~~ the ~~overall~~category ~~industry~~remains ~~has~~supported ~~continued~~by tolonger-term ~~expand,~~trends ~~supported~~such byas aincreasing ~~shift~~consumer ~~toward~~focus on healthier lifestyles, greater interest in lower-calorie and reduced-sugar options, and a preference for products formulated with more natural ingredients,. These trends have contributed to the continued evolution and ~~increased~~resilience ~~lower-calorie~~of ~~options~~the energy drink category.

Consumer Behavior Changes - ~~There's~~We continue to observe a rising trend of consumers seeking products that align with personal wellness and fitness goals. While Celsius has historically resonated with fitness-oriented consumers, we are increasingly seeing adoption across a broader range of consumption occasions, reflecting consumer interest in functional beverages beyond exercise-adjacent use. Our product ~~range~~portfolio ~~caters~~is positioned to address this evolving demand, ~~particularly~~appealing ~~among~~to health-conscious consumers across a range of lifestyles and ~~fitness~~daily ~~enthusiasts~~routines. In addition, female consumers represent a growing demographic for the brand, reflecting increased engagement from a segment that has historically represented a smaller portion of the consumer base.

Technological Advancements and Digital Trends - The integration of technology, including AI, in marketing and sales strategies is becoming increasingly important to our business. Leveraging digital marketing channels, e-commerce platforms, AI enabled tools and data analytics are essential for reaching and understanding modern consumers. Adapting to these technological trends is vital for staying competitive and meeting evolving consumer expectations.

Pepsi Partnership - In August 2022, the Company issued approximately 1.5 million shares of non-voting Series A Preferred Stock to Pepsi for an aggregate purchase price of $550 million, and concurrently entered into the Distribution Agreement and Transition Agreement.31

~~This partnership capitalizes on~~ Pepsi's ~~robust~~Partnership distribution channels to expand our reach into key market segments, including supermarkets, convenience stores, health clubs, and other retail outlets. The alliance enhances our market penetration and brand visibility, contributing to our long-~~term~~ ~~growth~~Our ~~strategy.~~partnership ~~Additionally, this collaboration aligns~~ with ~~our~~Pepsi ~~mission~~continues to ~~innovate~~be ~~and deliver high-quality products to~~ a ~~broader~~significant ~~consumer~~component ~~base. Our reliance on Pepsi’s distribution expertise forms a cornerstone~~ of our commercial strategy ~~to enhance accessibility~~ and ~~presence~~operating ~~in diverse retail environments, further solidifying our position in the competitive energy drink market~~model. InDuring ~~the U.S.~~2025, we ~~utilize~~expanded ~~Pepsi's~~this ~~distribution~~relationship ~~network~~beyond distribution to ~~supply~~include ~~supermarkets,~~additional ~~convenience~~strategic ~~stores, health clubs~~ and ~~other~~commercial ~~merchants~~arrangements ~~where~~which ~~our~~further ~~products~~integrated ~~are~~Pepsi ~~sold~~into toour ~~consumers.~~sales ~~For more information refer to Item 1. Business,~~ and ~~Note~~marketing ~~12.~~execution ~~Mezzanine~~across ~~Equity~~key tomarkets ~~our consolidated financial statements contained elsewhere~~ in ~~this~~the ~~Report~~U.S.

~~Key~~Through ~~Drivers~~this ofpartnership, ~~our~~we ~~Financial~~benefit ~~Success~~from ~~and~~Pepsi’s ~~Market~~scale, ~~Presence~~operational -capabilities ~~Much of our financial success is dependent on our ability to market~~ and ~~connect~~established ~~with~~distribution ainfrastructure ~~diverse~~which ~~consumer~~supports ~~base,~~product ~~including wellness-focused consumers~~availability, ~~fitness~~retail ~~enthusiasts~~execution and ~~consumers~~market ~~looking~~penetration ~~for~~across ~~more~~multiple ~~functionality~~channels in ~~their~~the ~~beverage consumption~~U.S. ~~We believe that our strategic marketing initiatives, aimed at different demographics~~ and ~~lifestyle~~Canada. ~~segments,~~The ~~contribute~~expanded toscope ~~revenue~~of ~~growth and market share expansion. We adapt~~ our ~~marketing~~relationship ~~mix to align~~ with ~~changing consumer preferences~~Pepsi, ~~leveraging~~including ~~digital~~enhanced ~~and~~coordination ~~social~~around ~~media~~sales, ~~channels~~placement ~~for broader reach~~ and ~~engagement.~~promotional ~~Furthermore~~priorities, ~~our focus on product innovation~~ is ~~designed~~intended to ~~meet~~support ~~the~~execution ~~evolving~~consistency ~~demands~~and ofimprove ~~health-conscious~~speed ~~consumers, while maintaining appeal~~ to amarket ~~general~~as ~~consumer~~we ~~base~~scale ~~seeking quality and convenience, thereby enhancing~~ our ~~competitive position and financial performance. Our approach is to create a~~ brand ~~experience that is both inclusive and appealing to a wide range of consumers, fostering loyalty and driving sustainable growth~~portfolio. ~~We believe that our multifaceted approach is crucial for driving enduring revenue growth and maintaining a strong market presence in the energy drink industry.~~

The expanded Pepsi partnership also played a role in supporting the integration and distribution of acquired brands, including Alani Nu and Rockstar and is expected to continue influencing our go to market strategy, cost structure and operational leverage over time. We expect the partnership to remain an important factor in our ability to execute against growth initiatives and adapt to evolving consumer and retail dynamics. For more information refer to Item 1. Business, and Note 14. Mezzanine Equity to our Consolidated Financial Statements contained elsewhere in this Report.

Key Drivers of our Financial Success and Market Presence - Much of our financial success is dependent on our ability to market and connect with a diverse consumer base, including wellness-focused consumers, fitness enthusiasts and consumers looking for more functionality in their beverage consumption. We believe that our strategic marketing initiatives, aimed at different demographics and lifestyle segments, contribute to revenue growth and market share expansion. We continually adapt our marketing mix to align with changing consumer preferences, leveraging digital and social media channels for broader reach and engagement. Furthermore, we have designed our focus on product innovation to meet the evolving demands of health-conscious consumers, while maintaining appeal to a general consumer base seeking quality and convenience, thereby enhancing our competitive position and financial performance. Our approach is to create a brand experience that is both inclusive and appealing to a wide range of consumers, fostering loyalty and driving sustainable growth. We believe that our multifaceted approach is crucial for driving enduring revenue growth and maintaining a strong market presence in the energy drink industry.

Our Business Risks

Our management has identified certain material opportunities, challenges and risks inapplicable ~~the~~to ~~energy~~our ~~drink industry and the Company~~business.

Brand Reputation and Consumer Trust Risks - Our success relies on maintaining a strong brand reputation and consumer trust. In the fast-paced consumer packaged goods industry, public perception can shift rapidly due to various factors, including product quality issues, negative publicity, social media trends, and changing consumer preferences. A tarnished brand image, whether through real or perceived issues, can result in decreased customer loyalty, reduced sales, and ultimately, a negative impact on our financial performance.

To mitigate these risks, we ~~are~~have committed to maintaining high standards in product quality, engaging in responsible marketing practices, and actively managing public relations. We continuously monitor consumer feedback ~~continuously~~ and respond swiftly to any concerns. Our management team is equipped to handle potential public relations challenges proactively to safeguard our brand image. However, despite these efforts, there is always a risk of unforeseen events that could harm our brand reputation.

Reliance on Key Partnership with Pepsi

Our business operations and financial ~~health~~results are significantly influenced by our strategic partnership with Pepsi, which plays a ~~critical~~central role ~~not only~~ in the distribution and commercialization of our products ~~but~~and also in generating a substantial portion of our sales and accounts receivable. While this partnership has been instrumental in expanding our market reach and accelerating revenue growth, it also presents concentration risk. ~~For~~See ~~more information, see~~ Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements included elsewhere in this Report.

27The substantial portion of our sales attributed to Pepsi underscores our reliance on their distribution network. Any disruption in Pepsi's operations, shifts in their strategic focus, reduction in service levels or support for our products or changes in the terms of our partnership could directly impact our sales performance and revenue streams. This reliance also extends to our accounts receivable, a significant portion of which is derived from Pepsi. Delays or defaults in these receivables could adversely affect our cash flow and financial planning. Although there is concentration risk with Pepsi as our partner, Pepsi is a large, well-capitalized public company operating across consumer goods and beverage markets, thereby mitigating some of the potential exposures that may be more pronounced when relying on smaller or less established partners. However, fluctuations in Pepsi's inventory management strategies, such as adjustments to inventories, have had and may continue to have the potential to reduce order volumes and materially impact our sales.

The substantial portion of our sales attributed to Pepsi underscores our reliance on their distribution network. Any disruption in Pepsi's operations, shifts in their strategic focus, reduction in service levels or support for our products, or changes in the terms of our partnership could directly impact our sales performance and revenue streams. This dependency also extends to our accounts receivable, a significant portion of which is derived from Pepsi. Delays or defaults in these receivables could adversely affect our cash flow and financial planning. Although there is concentration risk with Pepsi as our partner, Pepsi is a premier public company across both consumer goods as well as beverages and has a strong balance sheet, thereby insulating us from some of the potential exposures that would exist with a smaller, less established partner. However, fluctuations in Pepsi's inventory management strategies, such as adjustments to quantities held on hand, have had and may continue to have the potential to reduce order volumes and impact our sales.32

ToThe ~~address~~expansion ~~these~~of ~~risks,~~our wecommercial ~~are~~relationship ~~continuously~~with ~~engaged~~Pepsi in ~~strengthening~~the ~~our~~U.S. ~~relationship~~has resulted in increased integration with Pepsi,’s ~~ensuring~~distribution ~~alignment~~systems, insales ~~business~~execution ~~strategies~~ and operational ~~goals~~processes. WeAs ~~actively~~a ~~monitor~~result, ~~and~~our ~~manage~~performance ~~our~~is ~~accounts~~increasingly ~~receivable~~dependent ~~associated~~on ~~with~~effective ~~Pepsi~~coordination, toalignment ~~maintain~~and ~~healthy~~execution ~~cash~~with ~~flow~~Pepsi. ~~Additionally,~~While we ~~are~~believe ~~exploring~~this ~~diversification~~relationship ~~strategies~~provides tomeaningful ~~reduce~~scale, ~~our~~efficiency ~~reliance~~and onmarket aaccess ~~single~~benefits, ~~partner.~~it ~~This~~also ~~includes~~reduces ~~seeking~~our ~~opportunities~~flexibility to ~~expand~~rapidly ~~our~~transition to alternative distribution ~~channels~~arrangements and ~~customer~~increases ~~base,~~our ~~both~~exposure ~~domestically and internationally,~~ to ~~create~~changes ain ~~more~~Pepsi’s ~~balanced~~operational ~~and~~or ~~resilient~~strategic ~~sales portfolio~~decisions.

We recognize the critical importance of Pepsi to our current business model, and ~~are~~management ~~committed~~continually toevaluates ~~an ongoing evaluation of~~ this relationship. ~~Our~~So ~~management~~long ~~team~~as isthe ~~focused~~relationship ~~on maintaining a balanced approach to our partnership, ensuring that it~~ continues to ~~support~~align ~~our~~with ~~growth objectives while actively managing the associated risks. We believe that by diversifying~~ our ~~market~~long-term ~~presence~~growth ~~and continually assessing the partnership dynamics~~strategies, we ~~can sustainably grow our business and mitigate potential financial risks. In addition, we~~ expect ~~that~~to ~~continued~~continue ~~growth and innovation, which increases our brand relevance within the energy drink category, will assist us in continuing~~ to befoster ~~an important component of~~ the ~~Pepsi energy drink portfolio~~partnership.

Market Competition Risks

The energy drink industry is characterized by intense competition, involving a diverse array of competitors with varying market strategies and product offerings. This includes well-established companies with strong brand recognition, as well as emerging ~~entities~~competitors that may introduce innovative approaches or specialized products. The entry of new or strengthening competitors who employ aggressive pricing strategies, can significantly impact our market share and profitability. Additionally, continuing shifts in consumer preferences towards healthier alternatives or different beverage categories could intensify competition as new entrants expand into our categories.

To address these challenges, we ~~constantly~~continuously innovate our product line, leveraging consumer insights through various channels, including customer feedback and social media trends, to ensure an understanding of our market and refine our marketing strategies. We also monitor the competitive landscape to anticipate and react to changes in competitor strategies, as the dynamic nature of our market means that we must constantly adapt to maintain our competitive edge. Changes in the competitive landscape could materially impact our results of operations and market position.

Market Expansion Risks

~~Our~~Part of our strategic growth plan includes expanding into new geographic markets ~~and launching new product lines~~. ~~These~~This ~~initiatives~~is ~~are~~ key to increasing our worldwide market share and driving revenue growth. However, ~~they~~it also ~~introduce~~introduces inherent risks that could adversely impact our business operations and financial health. Successfully entering and thriving in new markets is contingent upon our understanding and adaptation to local consumer preferences, which may vary significantly from those in our current markets. A failure to accurately gauge these preferences could result in reduced product acceptance and lower sales in these regions.

~~Successfully~~Moreover, ~~entering~~each ~~and thriving in~~ new ~~markets~~market, isincluding ~~contingent~~internationally, ~~upon~~presents ~~our~~unique ~~understanding~~regulatory ~~and~~challenges. ~~adaptation~~Navigating tovarying ~~local~~regulatory ~~consumer~~landscapes ~~preferences,~~and ~~which~~ensuring ~~may~~compliance ~~vary~~is ~~significantly~~crucial. ~~from~~Non-compliance ~~those~~or changes in ~~our~~regulatory ~~current~~frameworks ~~markets.~~could Alead ~~failure~~ to ~~accurately~~legal ~~gauge~~ramifications, ~~these~~increased ~~preferences~~operational ~~could~~costs ~~result in reduced product acceptance~~ and ~~lower~~potential ~~sales~~delays in ~~these~~market ~~regions~~entry.

~~Moreover~~Furthermore, ~~each~~as ~~new~~we ~~market~~expand ~~presents~~into ~~unique~~new ~~regulatory~~territories, ~~challenges.~~we ~~Navigating~~encounter ~~varying~~competition ~~regulatory~~not ~~landscapes~~only ~~and~~from ~~ensuring~~well-established ~~compliance~~local isbrands ~~crucial.~~but ~~Non-compliance~~also orfrom ~~changes~~other inglobal ~~regulatory~~entities. ~~frameworks~~This ~~could~~heightened ~~lead~~competition tocan ~~legal~~affect ~~ramifications~~our market positioning, ~~increased~~influence ~~operational~~our ~~costs,~~pricing strategies and ~~potential~~ultimately ~~delays~~impact our profitability in ~~market~~these ~~entry~~new markets.

Furthermore, as we venture into new territories, we encounter competition not only from well-established local brands but also from other global entities. This heightened competition can affect our market positioning, influence our pricing strategies, and ultimately impact our profitability in these new markets.

To mitigate these risks, we engage in market analysis to gain insights into local consumer trends and preferences. Collaborating closely with regulatory consultants, we aim to ensure full compliance with all regional legal and regulatory requirements. Additionally, we formulate and implement competitive strategies tailored to effectively contend with local and global competitors in these new markets.

~~Global~~Impact ~~Minimum~~of ~~Tax~~Tariffs and Macroeconomic Trends

~~Jurisdictions~~The ~~globally~~imposition ~~have~~of ~~implemented~~tariffs ~~laws~~including ~~and~~U.S. ~~policies~~tariffs ~~from~~imposed ~~the~~or ~~Organization~~threatened ~~for~~to ~~Economic~~be ~~Co-operation~~imposed on other countries and ~~Development's~~any ~~(the~~tariffs ~~"OECD")~~imposed ~~project~~by tosuch ~~counteract~~countries ~~base~~have ~~erosion~~impacted and ~~profit~~could ~~shifting.~~continue ~~The~~to ~~OECD~~impact our supply chain, ~~representing~~including the ~~G20~~cost of certain raw materials and ~~other~~packaging, ~~nations~~including aluminum. In addition, isany ~~advancing~~supply anchain ~~initiative~~constraints, toinflationary ~~redistribute~~impacts ~~taxing~~or ~~rights~~reduced onconsumer ~~multinational~~demand ~~enterprises'~~for ~~profits~~our toproducts ~~countries~~as ~~where~~a ~~their~~result ~~goods~~of such tariffs or ongoing macroeconomic uncertainty could impact our results. The rapidly changing nature of global trade policies and ~~services~~tariff ~~are~~regulations ~~sold~~introduces uncertainty, making it difficult to reasonably estimate potential future impacts from such policies and regulations.

2833

~~The~~Comparability ~~OECD's framework implements a global minimum corporate tax of 15% for companies~~ with ~~global~~Prior revenues and profits above certain thresholds (referred to as "Pillar Two"). Certain jurisdictions in which the Company operates have enacted their respective tax laws to comply with Pillar Two. Starting in 2025, we have come within the scope of the Pillar Two rules. As of now, we do not expect Pillar Two to have a material impact on our effective tax rate or our consolidated results of operation, financial position, and cash flows. We will continue to monitor pending legislation and implementation by individual countries.Year

Our financial condition as of December 31, 2025 reflected significant changes compared to the year ended December 31, 2024, primarily driven by the Alani Nu Acquisition and the transactions entered into on the Closing Date of the Pepsi Transactions. As a result of the A&R Distribution Agreements, primarily due to the transition of Alani Nu distribution to Pepsi, we recognized significant costs related to the termination of those distributors in 2025 in our Consolidated Financial Statements.

Collectively, these events materially increased total assets and liabilities and significantly changed the composition of the balance sheet, including higher balances related to intangible assets, deferred other costs, deferred revenue, acquisition-related liabilities, accrued termination fees and working capital assets. Refer to Liquidity and Capital Resources below for a discussion of changes in cash and cash equivalents and debt.

Total assets increased to approximately $5,119.6 million at December 31, 2025 from $1,766.9 million at December 31, 2024, primarily as a result of the Alani Nu Acquisition and the Rockstar Acquisition. These transactions resulted in the recognition of material goodwill and identifiable intangible assets primarily related to brands which was recorded at the estimated fair value as of each respective acquisition dates. As of December 31, 2025, goodwill totaled approximately $917.6 million, compared to $71.6 million at December 31, 2024, and net intangible assets totaled approximately $1,391.9 million compared to $12.2 million at December 31, 2024. In addition, in connection with the Alani Nu Acquisition, the Company recorded contingent consideration of $25.0 million as of December 31, 2025, reflecting the achievement of the agreed-upon revenue earnout targets for calendar year 2025. The contingent consideration is classified as a current liability and is expected to be paid in the first quarter of 2026.

Pepsi Transactions and A&R Distribution Agreements

These arrangements resulted in several significant balance sheet impacts (comparisons are to the year ended December 31, 2024):

•Restricted cash increased by $141.1 million at December 31, 2025, primarily reflecting the $210.8 million cash received from Pepsi related to reimbursements for distributor termination fees offset by $69.6 million in termination fee payments made as of December 31, 2025;

•Prepaid expenses and other current assets increased by $110.0 million, primarily driven by $64.2 million in expected cash remaining to be received from Pepsi related to distributor termination fees, subject to contractual caps, and a $21.7 million prepaid income tax balance due to increased inventory activity following the Alani Nu Acquisition;

•Deferred other costs (current and non-current) increased by $572.5 million, primarily reflecting the implicit upfront payment of $598.8 million recorded for the Captaincy, partially offset by subsequent amortization. Deferred other costs are amortized as a reduction of revenue over the approximate 17-year term of the A&R U.S. Distribution Agreement;

•Deferred revenue (current and non-current) increased by $260.9 million primarily related to the reimbursements for distributor termination fees recorded in connection with the A&R Distribution Agreements, partially offset by subsequent amortization. Deferred revenue is amortized over the approximate 17-year term of the A&R U.S. Distribution Agreement;

•Accrued distributor termination fees increased by $264.1 million, primarily attributable to the estimated amounts expected to be paid to former distributors for the transition of Alani Nu distribution to Pepsi, partially offset by payments made as of December 31, 2025; and

•Mezzanine equity increased by $935.5 million as a result of the issuance of Series B Preferred Stock and the modification of Series A Preferred Stock to, in part, form the overall consideration exchanged in connection with the Pepsi Transactions which included the Rockstar Acquisition and the implicit upfront payment to Pepsi.

Results of Operations

Year ended December 31, ~~2024~~2025 compared to year ended December 31, ~~2023~~2024

Revenue

For the year ended December 31, ~~2024~~2025, revenue was approximately $12,~~355~~515.63 million, an increase of $371,159.6 million or 285.95%, from $1,~~318~~355.06 million for the year ended December 31, ~~2023~~2024.

~~Revenue~~For ~~growth~~the year ended December 31, 2025, revenue in North America ~~accounted~~increased ~~for~~by $171,141.6 million, ofor 89.1%, compared to the ~~overall~~year ~~increase~~ended December 31, ~~up 1~~2024.4% ~~from~~The ~~2023.~~increase ~~Slower~~was ~~industry-wide~~driven ~~growth~~primarily ~~within~~by the ~~energy~~Alani ~~drink~~Nu ~~sector~~Acquisition, ~~tempered~~which ~~our~~contributed ~~performance.~~approximately ~~Additionally~~$1,001.9 ~~timing~~million. ofThis ~~orders~~contribution byincluded ~~our~~initial ~~largest~~inventory ~~distributor,~~purchases by Pepsi, ~~along~~in connection with ~~increased~~the ~~promotional~~transition ~~activity~~to ~~negatively~~its ~~impacted~~distribution ~~revenues~~network. ~~compared~~Approximately ~~to 2023~~$55.6 ~~Despite~~million ~~these~~of ~~challenges,~~the ~~North~~increase ~~America~~was ~~experienced~~attributable ~~continued~~to ~~gains~~the inRockstar ~~distribution points~~Acquisition, ~~shelf~~with ~~space,~~the ~~and~~remainder ~~SKUs~~reflecting ~~per~~higher ~~location,~~revenue ~~which~~for wethe ~~believe~~Celsius ~~positions~~brand usdriven ~~for~~by ~~future~~expanded ~~growth~~distribution, asnew ~~market~~product ~~conditions~~innovation ~~improve~~and broader brand awareness.

European revenues for ~~2024~~the year ended December 31, 2025 were approximately $6172.75 million, representing an increase of $1810.08 million, or 4117.16%, from ~~2023.~~the ~~The~~year ~~revenue~~ended ~~increase~~December 31, in2024. ~~Europe~~Asia-Pacific ~~was~~revenues ~~predominantly~~generated ~~driven~~approximately by$13.0 ~~successful~~million ~~innovation~~for ~~launches,~~the ~~increased~~year ~~brand~~ended ~~awareness~~December 31, ~~through~~2025, ~~our~~with ~~marketing~~other ~~campaigns~~international ~~and~~markets ~~expansion~~contributing ~~into~~an ~~new~~additional ~~markets~~$7.3 ~~Other~~million ~~international~~in ~~markets~~revenue ~~generated~~for ~~approximately~~the $7same period.4 ~~million~~The ininternational ~~revenue~~markets continued to expand during ~~2024~~the year, ~~with~~driven ~~Asia-Pacific~~by ~~revenues~~new ~~contributing~~market anlaunches ~~additional~~and ~~$5.7~~continued ~~million~~investment in ~~2024~~distribution, marketing and strategic partnerships to support long-term growth.

The following table sets forth the amount of ~~revenues~~revenue by geographical location ~~for the years ended December 31, 2024 and December 31, 2023~~:

(in thousands)	Years Ended December 31,
	For the years ended December 31,
Revenue Source	2024		2023		Dollar Change		Percentage Change
	2025		2024				Change
Total revenue	$	1,355,630	$	1,318,014	$	37,616	2.9	%
North America	$	2,422,490	$	1,280,894			89.1	%
North America revenue	$	1,280,894	$	1,263,341	$	17,553	1.4	%
Europe	72,544		61,696				17.6	%
Europe revenue	$	61,696	$	43,722	$	17,974	41.1	%
Asia-Pacific	12,971		5,658				129.3	%
Asia-Pacific revenue	$	5,658	$	4,755	$	903	19.0	%
Other	7,264		7,382				(1.6)	%
Other revenue	$	7,382	$	6,196	$	1,186	19.1	%
Revenue	$	2,515,269	$	1,355,630			85.5	%

Gross Profit

For the year ended December 31, ~~2024~~2025, gross profit increased by $47587.1 million ~~or 7.4%~~ to $~~680~~1,267.23 million, an increase of 86.3%, from $~~633~~680.12 million for the year ended December 31, ~~2023~~2024. Gross profit ~~margins~~margin increased to 50.24% for the year ended December 31, ~~2024~~2025 from 4850.02% for the year ended December 31, ~~2023~~2024. ~~Gross~~For ~~profit~~the ~~margin~~year ~~improvements~~ended ~~resulted~~December 31, ~~from~~2025, ~~decreases~~gross inprofit ~~raw~~margin ~~and~~reflected ~~package~~a ~~material~~balanced ~~unit~~mix ~~cost~~of ~~and~~factors, ~~reduced~~including ~~outbound~~comparatively ~~freight~~lower ~~cost~~margin ascontributions afrom ~~percentage~~Alani ofNu ~~revenue~~and ~~partially~~Rockstar, offset by ~~increased~~product ~~promotional~~and ~~allowances~~pack mix, as awell ~~percentage~~as ofongoing ~~revenue~~improvements ~~from~~made ~~the~~to ~~reduction~~cost inof ~~disproportionate~~goods ~~distributor sell-in~~sold.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ~~("SG&A")~~ for the year ended December 31, ~~2024~~2025 were $~~524~~798.5 8 million, an increase of $~~157~~274.73 million, or 4352.3%, from $~~366~~524.8 5 million for the year ended December 31, ~~2023~~2024. The change in selling, general and administrative expenses included:

~~The~~An ~~changes~~increase ~~within~~of ~~SG&A~~$73.7 million in general and administrative expenses. ~~included~~This increase was primarily due to:

•a $6153.54 million ~~increase~~attributable into ~~marketing~~Alani ~~investments~~Nu, ~~driven~~primarily byrelated ~~initiatives and events aimed at enhancing brand awareness~~ to ~~reflect~~administrative ~~our~~employee ~~commitment to long-term growth~~costs, ~~helping~~amortization ~~to ensure that our brand remains top-~~of~~-mind~~ ~~with~~intangible ~~consumers~~assets and ~~well-positioned~~other ingeneral anadministrative ~~increasingly competitive market~~expenses;

29•$44.9 million in acquisition and integration-related costs, primarily consisting of legal and professional service fees incurred in connection with the Alani Nu Acquisition and the Rockstar Acquisition and the integration of those businesses into our operations;

•a $5213.8 million ~~increase~~due into ~~expenses~~the ~~related~~remeasurement toof acontingent ~~legal~~consideration ~~accrual~~related into ~~connection~~the ~~with~~Alani ~~ongoing~~Nu ~~litigation~~Acquisition, ~~refer~~reflecting tostronger-than-expected ~~Note~~revenue ~~15.~~performance; ~~Commitments~~ and ~~Contingencies to our consolidated financial statements included elsewhere in this Report;~~

•a $357.56 million ~~increase~~ in ~~employee~~other general administrative costs, ~~reflecting~~including ~~our~~legal, ~~ongoing~~consulting, ~~investments~~professional toservice ~~support~~expenses ~~growth~~and administrative employee costs; partially offset by

•a $2046.30 million ~~increase~~from ina ~~SG&A~~net ~~expenses~~decrease ~~due~~related to an ongoing legal matter, reflecting the ~~write-off~~initial recognition of ~~receivables,~~a ~~restructuring,~~loss ~~contractual~~contingency ~~co-packer~~in ~~obligations~~the prior year when it became probable, ~~acquisition~~compared ~~related~~to ~~expenses~~continued ~~and~~accrual ~~other~~of ~~project-related~~interest and legal fees; ~~and~~in the current year.

~~•a $12.4 million decrease in other SG&A expenses.~~35

~~Other~~An ~~Income~~increase ~~(Expense)~~of $200.6 million in marketing and selling expenses. This increase was primarily due to:

~~Total other income for the year ended December~~•$76.6 ~~31,~~million ~~2024~~in ~~was~~marketing ~~$39.3 million~~expense, ~~which~~reflecting ~~reflects~~this anyear's ~~increase~~execution of ~~$13~~the "Live.9 ~~million~~Fit. ~~versus $25~~Go.~~4 million~~" ~~for the year ended December 31~~campaign, ~~2023.~~which ~~The~~launched ~~increase~~early ~~was~~in ~~primarily~~2025 ~~attributable~~and tohas ~~interest~~remained ~~income~~our ~~earned~~largest onmarketing ~~cash~~initiative ~~held~~to ~~in our money market accounts.~~date;

•$65.0 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;

•$29.1 million in employee-related costs, primarily reflecting the expansion of our workforce through continued investment in sales and marketing personnel to support our strategic growth initiatives; and

•$29.9 million in other selling expenses, including storage costs, market analytics and customer support.

Distributor Termination Fees

We incurred termination fees of $327.5 million for the year ended December 31, 2025 due to the termination of certain former Alani Nu distributors. There were no such expenses in 2024.

Other (Expense) Income, Net

Total other expense, net was $16.0 million for the year ended December 31, 2025, compared to other income, net of $39.3 million for the year ended December 31, 2024, reflecting a net expense increase of $55.3 million.

The changes in other (expense) income included:

•$49.0 million increase in interest expense related to our outstanding debt, whereas no such debt existed in the prior-year;

•$18.2 million decrease in interest income compared to the prior period, primarily as a result of lower average cash balances as we utilized our cash reserves for strategic investments and share repurchase activities;

•$12.6 million increase in other income recognized in connection with sales of Rockstar products under a transition services agreement entered into with Pepsi, for which we acted as an agent following the closing of the Pepsi Transactions; and

•$0.7 million increase in other expense, net, driven by, among other items, expenses related to the current-year debt extinguishment and foreign currency gains.

Net Income Attributable to Common Stockholders

Net income ~~attributable~~attributed to common stockholders for the year ended December 31, ~~2024~~2025 was $~~107~~63.5 8 million, representing basic ~~earnings~~EPS ~~per share~~ of $0.4625 based on a basic weighted average of ~~233~~252.73 million shares outstanding. In comparison, for the year ended December 31, ~~2023~~2024 ~~the~~our ~~Company had a~~ net income ~~attributable~~attributed to common stockholders ofwas $~~182~~107.0 5 million, representing basic ~~earnings~~EPS ~~per share~~ of $0.7946 based on a weighted average of ~~230~~233.87 million shares outstanding. Diluted ~~earnings~~EPS ~~per share~~ was $0.4525 and $0.7745 for the years ended December 31, ~~2024~~2025 and ~~December 31~~2024, ~~2023,~~ respectively.

The decrease in net income attributable to common stockholders for the year ended December 31, 2025 was primarily driven by distributor termination fees incurred in connection with transitioning Alani Nu distribution to the Pepsi distribution network and higher interest expense related to newly incurred debt. This impact was partially offset by a legal accrual which reduced net income and EPS for the year ended December 31, 2024. Additionally, basic and diluted EPS for the year ended December 31, 2025 were impacted by an increase in weighted average shares outstanding, primarily as a result of Common Stock issued in connection with the Alani Nu Acquisition.

Liquidity and Capital Resources

General

As of December 31, ~~2024~~2025, we had unrestricted cash and cash equivalents of approximately $~~890~~398.29 million, restricted cash of $141.1 million and net working capital of $~~959~~732.04 million.

Our primary sources of liquidity are cash flows from operations and our existing cash balances,. ~~which~~We ~~includes~~expect ~~$542.0~~that ~~million~~purchases of ~~net~~inventories, ~~proceeds~~increases ~~received~~in ~~from~~accounts ~~our~~receivable ~~issuance~~and ofother ~~Series~~assets, Aequipment ~~Preferred~~purchases, ~~Stock~~advances to ~~Pepsi~~certain inco-packers ~~2022.~~and Wedistributors, ~~believe~~payments ~~that~~of ~~cash~~accounts ~~available from operations~~payable, ~~including~~income ~~our cash resources~~taxes, ~~will~~dividends bepaid ~~sufficient~~on ~~for~~ our ~~working~~Preferred ~~capital needs~~Stock, ~~including~~debt ~~purchase~~repayments ~~commitments for raw materials~~ and ~~inventory,~~stock ~~increases~~repurchases inwill ~~accounts~~remain ~~receivable~~our ~~and~~principal ~~other~~recurring ~~assets,~~uses ~~and purchases~~ of ~~capital assets and equipment for the next twelve months and beyond~~cash.

~~Purchases~~We ofbelieve ~~inventories~~that cash available from operations, ~~increases~~together inwith ~~accounts~~our ~~receivable~~$100.0 ~~and~~million ~~other~~Revolving ~~assets~~Credit Facility, ~~equipment~~will ~~purchases~~be ~~(including~~sufficient ~~coolers)~~for our working capital needs, ~~advances~~including topurchase ~~certain~~commitments ~~co-packers~~for ~~and~~raw ~~distributors,~~materials and ~~payments~~inventory, ofincreases in accounts ~~payable~~receivable and ~~income~~other ~~taxes~~assets, ~~are~~and ~~expected~~purchases toof ~~remain~~capital ~~our~~assets ~~principal~~and ~~recurring~~equipment ~~uses~~for ofthe ~~cash~~next ~~and~~twelve ~~material~~months ~~cash~~and ~~requirements~~beyond.

~~Pending~~On ~~acquisition~~the Closing Date of Alani Nu, we completed the Alani Nu Acquisition for total consideration comprising (i) $1,275.0 million in cash paid at closing, subject to adjustment as set forth in the related membership interest purchase agreement, (ii) an aggregate of 22,451,224 shares of our Common Stock, and (iii) a single payment of $25.0 million in additional cash consideration, payable only if revenue from Alani Nu’s products met or exceeded an agreed-upon target for 2025. If the target were not achieved, then no consideration would have been payable. As of December 31, 2025, the applicable revenue target had been achieved, and we expect to pay the contingent consideration in the first quarter of 2026. See Note 5. Acquisitions in the notes to our Consolidated Financial Statements included elsewhere in this Report.

In connection with the Alani Nu ~~acquisition~~Acquisition, we, together with certain of our subsidiaries as guarantors, entered into the ~~Company~~Credit ~~expects~~Agreement, which we amended on October 2, 2025, pursuant to ~~pay~~the aFirst ~~total~~Refinancing ~~consideration~~Amendment. ~~that~~The ~~ranges~~amendment ~~from~~reduced $1the applicable interest rates on both the Term Loan Facility and the Revolving Credit Facility by 75 basis points,~~775~~ with all other material terms remaining unchanged. In connection with the amendment, we refinanced the remaining outstanding balance of the $900.0 million toTerm Loan Facility using approximately $~~1,800~~197.8 million of cash on hand and proceeds from a new $700.0 million, ~~consisting~~term ~~of:~~loan under the Term Loan Facility at the reduced interest rate. No prepayment penalties were incurred in connection with the refinancing. See Note 11. Debt in the notes to our Consolidated Financial Statements included elsewhere in this Report.

~~•$1,275.0~~Cash ~~million~~flows infor ~~cash,~~the ~~subject~~years toended ~~adjustments~~December 31, to2025 ~~be funded through a combination of new debt~~ and ~~cash available;~~2024

•approximately 22.5 million shares of Celsius common stock, with an aggregate value of $500.0 million, based on the volume-weighted average price per share for the 10 trading days ended February 18, 2025; and

•up to $25.0 million in additional contingent cash consideration, dependent on Alani Nu’s 2025 revenue performance.

The completion of the acquisition is subject to customary closing conditions, including regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Failure to obtain necessary approvals could result in a $53.3 million termination fee payable by Celsius to Alani Nu.

The company believes its current liquidity position, cash flow from operations, and access to financing facilities will be sufficient to meet its near-term and long-term obligations, including the consummation of the pending acquisition of Alani Nu.

Cash flows for the years ended December 31, 2024 and 2023

Cash flows provided by operating activities

Cash flows provided by operating activities totaled $~~262~~359.94 million for ~~2024~~the year ended December 31, 2025, which compares to $~~141~~262.29 million ~~net~~ cash provided by operating activities for the year ended December 31, ~~2023~~2024. The $~~121~~96.75 million increase inwas ~~net~~primarily ~~cash~~driven ~~provided~~ by ~~operating~~strong ~~activities~~operational ~~can~~performance, bewith ~~attributed~~a tosignificant ~~higher~~contribution ~~cash~~from ~~provided~~the byAlani ~~operating~~Nu ~~income,~~Acquisition. asThis ~~well~~increase aswas ~~the~~partially ~~timing~~offset ofby higher accounts receivable, as certain customers delayed payments ~~and~~in ~~strategic~~connection ~~inventory~~with ~~management~~anticipated asdistributor aterminations ~~part~~under ofthe ~~working~~A&R ~~capital~~Distribution ~~initiatives~~Agreements.

Cash flows used in investing activities

Cash flows used in investing activities totaled $~~101~~1,295.7 million for ~~2024~~the year ended December 31, 2025, compared to cash used in investing activities of $14101.27 million for the year ended December 31, ~~2023~~2024. The ~~change~~$1,194.0 inmillion ~~cash~~increase ~~used in investing activities~~ was primarily attributable to ~~the~~cash ~~$75.3~~paid ~~million~~as ~~acquisition~~part of ~~Big~~the ~~Beverages~~Alani ~~during~~Nu ~~the~~Acquisition, ~~year.~~strategic ~~Additionally,~~investments ~~purchases~~in ofnon-marketable ~~property~~securities, ~~plant~~as ~~and~~well ~~equipment~~as increased tocapital ~~approximately~~expenditures ~~$23.4~~related ~~million~~to ~~versus~~investment ~~$17.4~~in ~~million~~machinery ~~for~~and ~~the~~equipment ~~years~~at ~~ended~~our ~~December 31,~~wholly ~~2024~~owned ~~and~~manufacturing ~~December 31~~facility, ~~2023,~~Big ~~respectively~~Beverages.

Cash flows ~~used~~provided inby financing activities

Cash flows ~~used~~provided inby financing activities totaled $26582.08 million for ~~2024,~~the ~~representing~~year anended ~~$0.8~~December 31, ~~million~~2025, ~~increase~~compared ~~from~~to ~~the~~ $2526.20 million cash flows used in financing activities infor ~~2023.~~the ~~The~~same ~~increase~~period ~~was~~in ~~mainly~~2024, ~~due~~representing toa ~~the~~$608.8 ~~repurchase~~million ofincrease. ~~common~~The ~~stock~~increase ~~for~~was ~~tax~~primarily ~~withholdings,~~driven ~~partially offset~~ by ~~increased~~debt ~~proceeds~~incurred ~~from exercised stock options. Cash used~~ in ~~financing~~connection ~~activities~~with ~~was primarily attributable to~~ the ~~dividend~~Alani ~~payments~~Nu ~~related~~Acquisition. toThe ~~the~~increase ~~Series~~was Apartially ~~Preferred~~offset ~~Stock~~by ~~totaling~~cash ~~$27.5~~outflows ~~million~~from ~~for~~a ~~each~~partial ofdebt ~~the~~extinguishment, ~~years~~dividends ~~ended~~paid ~~December 31,~~on ~~2024~~Preferred Stock and ~~December 31,~~share ~~2023~~repurchases.

Income taxes

Cash payments for income taxes approximated $64.2 million and $99.1 million, net of refunds, for the years ended December 31, 2025 and December 31, 2024, respectively. Income tax expense was $17.0 million and $50.0 million for the years ended December 31, 2025 and December 31, 2024, respectively. We estimate cash payments for income taxes to exceed income tax expense for the year ending December 31, 2026, primarily due to timing differences arising from one-time events, including the Pepsi distributor termination reimbursement and an income tax payment deferral in certain foreign jurisdictions in which we operate.

Off Balance Sheet Arrangements

As of December 31, ~~2024~~2025 and ~~2023~~December 31, 2024, we had no off balance sheet arrangements.

Critical Accounting Policies and Estimates

Our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements are prepared in accordance with U.S. GAAP~~. In connection with the preparation of our consolidated financial statements~~, wewhich ~~are~~requires ~~required~~us to make ~~judgments~~estimates and ~~estimates~~assumptions that ~~significantly~~ affect the reported amounts ofin ~~assets,~~our ~~liabilities,~~Consolidated ~~revenues~~Financial ~~and~~Statements. ~~expenses~~Critical ~~and~~accounting ~~related~~policies ~~disclosures.~~and ~~These~~ estimates are ~~based~~those onthat ~~historical~~management ~~experience,~~believes ~~current~~are ~~trends and various other assumptions we believe to be reasonable under~~ the ~~circumstances.~~most ~~It is~~ important to ~~note~~the ~~that~~portrayal ~~these~~of ~~critical~~our ~~accounting~~financial ~~estimates~~condition, ~~are~~results ~~essential~~of inoperations ~~fairly~~and ~~portraying~~cash ~~our~~flows, ~~financial~~and ~~condition~~require ~~and~~the ~~results~~most difficult, ~~and~~subjective ~~involve~~or complex judgments, ~~subjective~~often ~~judgements.~~as Wea ~~continually~~result ~~review~~of the ~~underlying~~need ~~factors~~to ~~used~~make ~~in our~~ estimates, ~~including~~about ~~reviewing~~ the ~~significant~~effect ~~accounting~~of ~~policies~~matters ~~impacting~~that ~~the~~are ~~estimates,~~inherently touncertain ~~ensure~~and ~~compliance~~that ~~with~~have ~~U.S. GAAP. However~~had, ~~due~~or toare ~~the~~reasonably ~~inherently~~likely ~~uncertain~~to ~~nature of estimates~~have, ~~and~~a ~~the~~material ~~dependence~~impact on aour ~~number~~financial condition or results of ~~underlying~~operations. ~~variables~~Judgments and auncertainties ~~range~~may ofresult ~~possible~~in ~~outcomes,~~materially ~~actual~~different ~~results~~amounts ~~may~~being bereported ~~materially~~under different conditions or using different assumptions. We have identified the accounting ~~estimate~~estimates below as critical to understanding and evaluating the financial results reported in our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

The following accounting ~~policy~~policies and ~~estimate~~estimates should be read in conjunction with the descriptions of our significant accounting policies and recent accounting pronouncements, contained in Note 2. Basis of Presentation and Summary of Significant Accounting Policies to our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements set forth elsewhere in this Report.

Revenue Recognition - Promotional (Billbacks) Allowance

The Company’s promotional allowance programs with its distributors or retailers are executed through separate agreements in the ordinary course of business (variable consideration). These agreements provide for one or more arrangements that are of varying durations. The Company’s billbacks are calculated based on various programs with distributors and retail customers, and accruals are established for the Company’s anticipated liabilities. These accruals are based on agreed upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and the performance of distributors and retail customers. Differences between ~~such~~ estimated ~~expenses~~ and actual ~~expenses for~~ promotional and other ~~allowance~~allowances are recognized in ~~earnings in~~ the period such differences are determined.

The Company conducts regular reviews of promotional activities and related financial data, including final invoicing for previous periods. Such reviews are essential for ensuring the accuracy of accounting estimates related to accrued promotional allowances for the Company's customers.

Promotional allowances are recorded as reductions to revenue and primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following:

•discounts from list prices to support price promotions to end-consumers by retailers;

•reimbursements given to the Company’s distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products;

•the Company’s agreed share of fees given to distributors and/or directly to retailers for advertising, in-store marketing and promotional activities that cannot be separated from the transaction price;

•the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/or wholesalers;

•incentives given to the Company’s distributors and/or retailers for achieving or exceeding certain predetermined volume goals or other incentive targets;

•discounted products;

•contractual fees given to ~~the Company’s~~ distributors ~~related~~for toitems ~~sales~~sold ~~made~~below ~~directly~~defined bypricing ~~the Company to certain customers that fall within the distributors’ sales territories~~targets; and

•contractual fees given to the Company’s distributors ~~for~~related ~~items~~to ~~sold~~sales ~~below~~made ~~defined~~directly ~~pricing~~by ~~targets~~the Company to certain customers that fall within the distributors’ sales territories.

~~For~~Business more information on our promotional allowance policies, including changes to the estimate, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Note 4. Revenue to our consolidated financial statements.Combinations

~~Item~~We 7Aaccount for acquisitions using the acquisition method, under which, upon obtaining control, we recognize each identifiable asset acquired and liability assumed at its acquisition date fair value. ~~Quantitative~~The determination of those fair values requires significant judgment and ~~Qualitative~~the ~~Disclosures~~use ~~About~~of ~~Market~~valuation ~~Risk~~techniques when observable market inputs are unavailable. We value intangible assets using models such as the income approach (relief-from-royalty model) and other cost-based techniques. Key unobservable inputs include, but are not limited to, forecasted revenue growth rates, discount rates, royalty rates and estimated useful lives. We engage third-party valuation specialists to review these critical assumptions and prepare detailed fair value analyses for material acquisitions.

~~Commodity~~Any ~~Pricing~~excess ~~and~~of ~~Market~~the ~~Risks~~purchase consideration over the fair value of identifiable net assets is recorded as goodwill. During the measurement period, up to one year from the acquisition date, significant provisional amounts are adjusted with a corresponding offset to goodwill.

In the normal course of our business, our financial position and supply chain are routinely subject to a variety of risks, notably those related to commodity pricing. The production of our products and transportation are heavily reliant on commodities such as aluminum, sucralose, caffeine, vitamins, and power sources. Customarily, we purchase the raw materials and these costs expose us to price volatility and fluctuations. Currently, ongoing global events, including conflicts and inflationary pressures, as well as adverse weather conditions and supply chain disruptions, can significantly influence these costs and their availability. To mitigate supply chain risks, we typically purchase raw materials from multiple sources and utilize multiple co-packers for manufacturing and third-party service providers for transportation. In relation to manufacturing, we typically have multiple co-packers across each geographical area, thereby allowing us to have redundancy if a manufacturer were to have operational challenges in a specific region or to utilize as our business grows. In addition, we typically hold sufficient inventory in order to offset short-term market disruptions, helping ensure continuous production and supply.39

~~Our~~We ~~competitive~~engaged ~~environment~~third-party ~~limits~~valuation ~~our~~specialists ~~ability~~ to ~~offset~~review ~~rising~~critical ~~costs~~assumptions ~~through~~and ~~higher~~prepare ~~product~~a ~~pricing.~~detailed ~~Despite~~fair ~~this,~~value ~~we believe that the risk from cost fluctuations is currently immaterial~~analysis. ToKey ~~stabilize~~assumptions ~~aluminum~~included ~~costs,~~forecasted werevenue ~~enter~~growth ~~into agreements with 12-month durations~~rates, ~~effectively~~discount ~~reducing short-term volatility. Other raw material prices such as flavors and ingredients may experience fluctuations over varying periods~~rates, ~~dependent~~royalty onrates ~~factors such as, market trends, contractual terms,~~ and ~~strategic~~estimated ~~decisions.~~useful ~~We mitigate the risk of increasing costs by either renegotiating prices with current suppliers or seeking one of our alternative vendors offering favorable terms~~lives. ~~Our~~These ~~reliance~~estimates onwere ~~price~~judgmental ~~locking~~and ascould amaterially ~~primary~~affect ~~cost management strategy negates the need for hedging in our financial risk management approach~~results.

~~Interest~~ASC ~~Rate~~606 ~~Risk~~Implicit Upfront Payments to CustomersWhen a transaction includes both the acquisition of a business within the scope of ASC 805 and an implicit payment to a customer within the scope of ASC 606, we allocate the total consideration transferred between the business acquired and the payment to the customer. The implicit upfront payment is measured at fair value using appropriate valuation techniques. The determination of fair value requires significant judgment, particularly when observable market inputs are not available.

~~Our~~We ~~financial~~estimate ~~assets~~fair ~~subject~~value toof ~~interest~~implicit ~~rate~~upfront ~~fluctuations~~payments ~~were~~using ~~cash~~an ~~and~~income ~~cash~~approach, ~~equivalents~~such ofas ~~$890~~the discounted cash flow methodology.2 ~~million~~Key asunobservable ofinputs ~~December 31~~include, ~~2024.~~but ~~These~~are ~~balances~~not ~~are~~limited ~~held~~to, inforecasted ~~interest-bearing~~revenue ~~accounts~~growth rates, ~~and~~EBITDA ~~changes~~margins, indiscount ~~interest~~rates, long-term growth rates ~~would~~and ~~directly~~terminal ~~affect~~period ~~our~~assumptions. ~~interest~~A ~~income~~significant component of the analysis involves estimating the incremental net revenues expected to be generated as a result of the underlying arrangement.

~~Currently,~~We weengaged ~~have~~third-party novaluation ~~debt~~specialists ~~other~~to ~~than~~assist ~~trade payables incurred~~ in ~~the~~evaluating ~~ordinary~~critical ~~course~~assumptions ofand ~~business;~~in ~~therefore,~~preparing wethe ~~have~~detailed nofair ~~debt-related~~value ~~interest~~analyses ~~expense~~for ~~that~~material ~~could be impacted by fluctuating interest rates~~arrangements. ~~This~~These ~~absence~~estimates ofrequire ~~debt~~significant ~~underscores~~judgment ~~our stable financial position~~ and ~~reduces~~could ~~our~~materially ~~exposure~~affect tothe ~~interest rate risk, which primarily affects our interest income~~results.

Goodwill and Intangible Assets

We record goodwill and intangible assets in connection with business combinations. In a business combination, the purchase consideration is allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess recorded as goodwill. Identifiable intangible assets primarily consist of brand names and customer relationships. The determination of fair value requires significant judgment and estimates, including assumptions related to forecasted revenue and cash flows, discount rates, royalty rates, expected useful lives and broader macroeconomic conditions. These estimates are inherently subjective and could change as a result of new information, changes in operating performance or shifts in market conditions.

Goodwill and indefinite-lived intangible assets, primarily certain brand assets, are not amortized and are assessed for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. We perform our annual impairment assessment during the fourth quarter using either a qualitative or quantitative approach. When performing a qualitative assessment, we evaluate factors including overall financial performance, brand performance, changes in market conditions, competitive dynamics and macroeconomic trends. If these factors indicate that it is more likely than not that an impairment exists, a quantitative assessment is performed. Quantitative impairment testing requires estimates of fair value using discounted cash flow models that incorporate assumptions regarding future growth rates, operating margins, terminal values and discount rates. Definite-lived intangible assets are amortized over their estimated useful lives and are evaluated for impairment when events or circumstances indicate that their carrying amounts may not be recoverable. Changes in these estimates or assumptions could result in future impairment charges that could be material to our results of operations.

Preferred Stock

On the Closing Date of the Pepsi Transactions, we measured the fair value of our Preferred Stock using a Monte Carlo simulation because these instruments include path dependent features, multiple redemption and conversion decision dates, an automatic conversion and a 10-day VWAP test. The model used observable market data at the measurement date, such as the price of our Common Stock. Since the valuation also required significant unobservable inputs, including the probability of meeting certain triggering conditions, equity volatility and discount rates for redemption cash flows, the measurement is classified within Level 3 of the fair value hierarchy.

We engaged third-party valuation specialists to review these critical assumptions and prepare detailed fair value analyses for our Preferred Stock. Key assumptions included the probability of meeting triggering conditions, equity volatility, the time horizon to decision dates and discount rates. These estimates were judgmental and could materially affect results.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk.

Commodity Price Risk

In the normal course of business, our financial position is routinely subject to a variety of risks. The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are fluctuations in commodity and other input prices affecting the costs of our raw materials (including, but not limited to, increases in the costs of the price of aluminum cans, sucralose and other sweeteners, as well as other raw materials contained within our products). We do not currently use hedging

agreements or other financial instruments to manage the risks associated with securing sufficient ingredients or raw materials. We are also subject to market risks with respect to the cost of commodities and other inputs because our ability to recover increased costs through higher pricing is limited by the competitive environment in which we operate.

Foreign Currency Exchange Risk

We operate internationally, leading to exposure to foreign currency exchange risk. The Company’s foreign subsidiaries’ functional currencies are either the local currencies of the countries where operations are located or the U.S. dollar. We periodically remeasure the assets and liabilities denominated in non-functional currencies and the gain or loss from these adjustments is included in the ~~consolidated~~Consolidated ~~statements~~Statements of ~~operations~~Operations and ~~comprehensive~~Comprehensive ~~income (loss)~~Income. Translation gains and losses that arise from translating net assets from functional currency to U.S. dollars, and gains and losses on long-term intercompany balances, are recorded to other comprehensive income (loss), net of income tax. For a detailed discussion of our foreign currency gains, losses, and translation adjustments, including the impact on our financial results, please refer to Note 2. Basis of Presentation and Summary of Significant Accounting Policies in the notes to our Consolidated Financial Statements set forth elsewhere in this Report.

A substantial majority of our operations and investment activities are transacted in U.S. dollars, limiting our exposure to foreign currency exchange risk. ~~While~~At at present, our foreign currency exchange risk is not considered material to our overall financial position, accounting for approximately 0.23% of our revenue in ~~2024,~~2025 and approximately 0.12% of our ~~2023~~2024 revenue; however, we continuously monitor and assess our exposure to currency fluctuations and the potential impact to our financial position and results of operations. We do not currently use derivative instruments or other hedging arrangements to manage foreign currency exchange risk.

32Interest Rate Risk

Fluctuations in market interest rates may cause 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 values of our debt obligations. We are subject to interest rate risk in connection with the Term Loan Facility and Revolving Credit Facility, which bear interest at variable rates based on either a benchmark rate or an alternate base rate, plus an applicable rate which is subject to potential step-downs in 0.25% increments pursuant to a pricing grid based on net leverage. A one-percentage-point increase in the interest rate would raise our annual interest expense by approximately $6.9 million, based on outstanding balances under the Term Loan Facility as of December 31, 2025. There were no borrowings under the Revolving Credit Facility as of December 31, 2025. For additional information see Note 11. Debt in the notes to our Consolidated Financial Statements included elsewhere in this Report.

Item 8. Financial Statements and Supplementary Data.

The information required by this Item 8. commences on page F-1, immediately following the signature page to this Report, and is incorporated by reference in this Item 8.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A9a. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms adopted by the SEC. These controls also ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act are accumulated and communicated to the Company’s management, including our ~~President and~~ Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial and accounting officer), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our ~~President and~~ Chief Executive Officer, as well as our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2024~~2025. Based on that evaluation, our ~~President and~~ Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate ~~internal~~ICFR ~~control over financial reporting~~ (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our ~~internal~~ICFR ~~control over financial reporting~~ is a process designed by, or under the supervision of, the Company’s principal executive and financial officers and effected by the Company’s Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~generally~~U.S. ~~accepted accounting principles~~GAAP. This includes policies and procedures that:

•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with ~~generally~~U.S. ~~accepted~~GAAP ~~accounting principles,~~ and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

~~Because~~On the Closing Date of ~~its~~Alani ~~inherent~~Nu ~~limitations~~and on the Closing Date of the Pepsi Transactions, ~~internal~~we ~~control~~completed ~~over~~the ~~financial~~acquisitions ~~reporting~~of ~~may~~Alani Nu and Rockstar, respectively. In accordance with interpretive guidance issued by the staff of the SEC, management is permitted to exclude an acquired business from its assessment of ICFR for a period of not ~~prevent~~more orthan ~~detect~~one ~~misstatements~~year following the date of acquisition. ~~Projections~~Accordingly, we have excluded Alani Nu and Rockstar from management’s assessment of ~~any~~ICFR ~~evaluation~~as of ~~effectiveness~~December 31, to2025. ~~future~~Given ~~periods~~the ~~are~~overlapping ~~subject~~nature toof ~~the~~ICFR ~~risk~~and ~~that~~disclosure controls ~~may~~and ~~become~~procedures, ~~inadequate~~we ~~because~~have similarly excluded the portions of ~~changes~~disclosure incontrols ~~conditions,~~and orprocedures that are subsumed within the ~~degree~~ICFR of ~~compliance~~each ~~with~~acquired ~~the~~business ~~policies~~from ormanagement’s evaluation of our disclosure controls and procedures ~~may~~as ~~deteriorate~~of December 31, 2025.

~~Our~~Alani ~~President~~Nu, ~~and~~excluding ~~Chief~~goodwill ~~Executive~~and ~~Officer~~brand and ~~our~~customer ~~Chief~~relationships ~~Financial~~intangibles, ~~Officer~~represented ~~conducted~~approximately an16.3% ~~evaluation~~ of ~~the~~our ~~effectiveness~~consolidated oftotal ~~internal~~assets ~~control~~as ~~over~~of ~~financial~~December 31, ~~reporting~~2025 asand 39.8% of consolidated revenue for the year ended December 31, ~~2024,~~2025. ~~based~~We onwill ~~the~~include ~~criteria~~Alani ~~set~~Nu ~~forth~~ in ~~Internal~~our ~~Control-Integrated~~assessment ~~Framework~~of ~~issued~~ICFR byand ~~the~~disclosure ~~Committee~~controls ofand ~~Sponsoring~~procedures ~~Organizations~~no later than the first anniversary of the ~~Treadway~~Closing ~~Commission~~Date ~~(2013).~~of Alani Nu.

~~Based~~Rockstar, onexcluding ~~this~~goodwill ~~evaluation~~and brand and customer relationships intangibles, ~~management~~represented ~~concluded~~approximately ~~that~~0.8% of our ~~internal~~consolidated ~~control~~total ~~over~~assets ~~financial~~as ~~reporting~~of ~~was~~December 31, ~~effective~~2025 asand 2.2% of consolidated revenue for the year ended December 31, ~~2024~~2025. We will include Rockstar in our assessment of ICFR and disclosure controls and procedures no later than the first anniversary of the Closing Date of the Pepsi Transactions.

33Our President and Chief Executive Officer and our Chief Financial Officer conducted an evaluation of the effectiveness of ICFR as of December 31, 2025, based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that our ICFR was effective as of December 31, 2025.

Successful Remediation of Prior Year Material Weakness

As of December 31, 2023, management had identified a material weakness in internal control over financial reporting related to the ineffective design and operation of business process-level controls in the following areas:

•Accounting for revenue recognition;

•Accounting for promotional allowances; and

•Accounting for inventories.

Throughout 2024, the Company dedicated substantial resources to remediate the identified material weakness. These remediation efforts included:

•Implementation of enhanced business process-level controls related to revenue recognition, promotional allowances, and inventory accounting;

•Strengthening review and approval controls to ensure appropriate oversight and accuracy;

•Expansion of formal accounting policies and procedures;

•Increased training and accountability measures within the finance and accounting functions; and

•Completion of management testing, confirming that the new controls were designed and operating effectively for a sufficient period of time.

Based on these remediation efforts and the results of management’s testing, we concluded that the material weakness identified as of December 31, 2023, was fully remediated as of December 31, 2024.

Attestation Report of the Registered Public Accounting Firm

Ernst & Young LLP, our independent registered public accounting firm, ~~which~~has ~~also~~ audited ~~our consolidated financial statements included in this Report, issued an unqualified opinion on~~ the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025, which appears in Item 8. Financial Statements and Supplementary Data.

~~Changes~~Limitations inon ~~Internal~~the ~~Control~~Effectiveness ~~Over~~of ~~Financial Reporting~~Controls

~~Except~~Because ~~for the remediation~~ of ~~certain~~its ~~aspects~~inherent oflimitations, ~~the~~ICFR ~~prior~~may ~~year~~not ~~material~~prevent ~~weaknesses~~or indetect ~~internal~~all ~~controls~~misstatements. ~~over~~Projections ~~financial~~of ~~reporting~~any ~~described~~evaluation ~~above,~~of ~~there~~effectiveness ~~have~~to ~~been~~future noperiods ~~other~~are ~~changes~~subject into ~~our~~the ~~internal~~risk ~~control over financial reporting~~ that ~~occurred~~controls ~~during~~may ~~the~~become ~~quarter~~inadequate ~~ended~~because ~~December 31,~~of ~~2024,~~changes ~~that~~in ~~have~~conditions ~~materially affected,~~ or ~~are~~that ~~reasonably~~the ~~likely~~degree toof ~~materially~~compliance ~~affect,~~with ~~our~~the ~~internal~~policies ~~control~~or ~~over~~procedures ~~financial~~may ~~reporting~~deteriorate.

~~Item~~Changes ~~9B.~~in ~~Other~~Internal ~~Information.~~Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9b. Other Information.

Rule 10b5-1 Trading Arrangements

From time to time, certain of our executive officers and directors have, and we expect they will in the future, enter into, amend and terminate written trading arrangements pursuant to Rule 10b5-1 of the Exchange Act or otherwise. During the quarter ended December 31, ~~2024~~2025, except as set forth below, none of our officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Name and Title

Type of Plan

Participant's Adoption Date

Plan Termination Date

Maximum Aggregate Number of Securities

Description of Trading Arrangement

John Fieldly, Chief Executive Officer

10b5-1(c)(1) Trading Plan

November 12, 2025

February 10, 2027

792,406

Sale of shares of common stock (vested stock options or other awards)

Richard Mattessich,

Chief Legal Officer

10b5-1(c)(1) Trading Plan

November 18, 2025

December 31, 2026

5,820

Sale of shares of common stock (vested stock options or other awards)

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

3443

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Except to the extent included below, the information required by this item will be included in our Proxy Statement for our ~~2025~~2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, ~~2024~~2025 (the "~~2025~~2026 Proxy Statement”) and is incorporated herein by reference.

Insider Trading Policy

We have adopted an Insider Trading Policy which governs the purchase, sale and/or any other dispositions of our securities by the Company and its directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this ~~Annual~~ Report ~~on Form 10-K~~.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all our directors, officers (including our principal executive officer and principal financial and accounting officer) and employees. We intend to disclose information pertaining to any amendment to, or waiver from, the provisions of the Code of Business Conduct and Ethics that apply to the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions and that relate to any element of the Code of Business Conduct and Ethics enumerated in the SEC rules and regulations by posting this information on the Company’s website, https://www.celsiusholdingsinc.com/. The information on the Company’s website or linked to or from the Company’s website is not incorporated by reference into, and does not constitute a part of, this Report or any other documents the Company files with, or furnishes to, the SEC.

Item 11. Executive Compensation.

The information required by this item will be included in our ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will be included in our ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be included in our ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information required by this item will be included in our ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

3544

PART IV

Item 15. ~~Exhibit~~Exhibits and Financial Statement Schedules.

(a)The following documents are filed as part of this Report:

(1)Financial Statements.

The following ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements and the report of our independent registered public accounting firm are filed as Item 8. Financial Statements and Supplementary Data of this Report:

Consolidated Balance Sheets as of December 31, ~~2024~~2025 and ~~2023~~2024

Consolidated Statements of Operations and Comprehensive Income ~~(Loss)~~ for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of Cash Flows for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)

(2)Financial Statement Schedules.

All financial statement schedules called for under Regulation S-X are omitted because the information is not required under the related instructions or the required information is shown in the financial statements or notes thereto, or included elsewhere in this Report.

(3)Exhibits.

See Index to Exhibits.

Index to Exhibits

Exhibit

Incorporated by Reference

Number

Exhibit Description

Form

Exhibit

Filing Date

2.1+

Membership Interest Purchase Agreement dated as of February 20, 2025

8-K

2.1

2/20/2025

2.1+#

Membership Interest Purchase Agreement dated as of February 20, 2025

8-K

2.1

2/20/2025

3.1

Composite Articles of Incorporation of Celsius Holdings, Inc.

10-KQ

3.1

211/297/~~2024~~2025

3.2

Second Amended and Restated Bylaws

10-Q

3.2

8/6/2024

4.1

Description of Capital Stock

10-K

4.1

2/29/2024

3.3

Certificate of Designation of Series B Convertible Preferred Stock of Celsius Holdings, Inc.

8-K

3.1

8/29/2025

3.4

Certificate of Amendment to Designation of the Series A Convertible Preferred Stock of Celsius Holdings, Inc.

8-K

3.2

8/29/2025

4.1*

Description of Capital Stock

10.1†

Amended 2006 Incentive Stock Plan

10-12G

10.3

7/22/2016

10.2†

2015 Incentive Stock Plan

10-12G

10.4

7/22/2016

10.3†

First Amendment to 2015 Incentive Stock Plan dated October 29, 2020

10-K

10.3

2/29/2024

10.4†

Form of Restricted Stock Unit Award Grant Agreement

10-K

10.4

2/29/2024

10.5†

Form of Performance Stock Unit Award Grant Agreement

10-K

10.5

2/29/2024

10.6†

Employment Agreement between the Company and John Fieldly effective January 1, 2024

10-K

10.6

2/29/2024

3645

10.4†

Form of Restricted Stock Unit Award Grant Agreement

10-K

10.4

2/29/2024

10.5†

Form of Performance Stock Unit Award Grant Agreement

10-K

10.5

2/29/2024

10.6†

Employment Agreement between the Company and John Fieldly effective January 1, 2024

10-K

10.6

2/29/2024

10.7†

Employment Agreement between the Company and Jarrod Langhans effective January 1, 2024

8-K

10.1

2/2/2024

10.8

Securities Purchase Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.

10-Q

10.1

8/9/2022

10.9

Form of Lock-Up Agreement

10-Q

10.2

8/9/2022

10.10

Registration Rights Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.

10-Q

10.3

8/9/2022

10.10+

Channel Transition Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.

10-Q

10.5

8/9/2022

10.11+

Distribution Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.

10-Q

10.4

8/9/2022

10.11†

Employment Offer Letter, dated April 12, 2021, between the Company and Paul Storey

10-Q

10.4

5/7/2024

10.12+

Channel Transition Agreement, dated August 1, 2022, between PepsiCo, Inc. and Celsius Holdings, Inc.

10-Q

10.5

8/9/2022

10.12†

Employment Offer Letter, dated October 9, 2020, between the Company and Tony Guilfoyle

10-Q

10.5

5/7/2024

10.13+

Amendment No 1. To Distribution Agreement with PepsiCo., Inc., dated March 23, 2023

8-K

10.1

3/26/2024

10.13†

Amendment to Employment Offer Letter, dated February 1, 2023, between the Company and Tony Guilfoyle

10-Q

10.6

5/7/2024

10.14†

~~Employment~~Form ~~Offer~~of ~~Letter,~~Indemnification ~~dated April 12, 2021, between the Company and Paul Storey~~Agreement

10-Q

10.41

58/76/2024

10.15†

~~Employment~~First ~~Offer Letter~~Amendment, ~~dated~~effective ~~October~~August 91, ~~2020~~2024, ~~between~~to the Employment Agreement Between the Company and ~~Tony~~Jarrod ~~Guilfoyle~~Langhans, dated February 2, 2024

10-Q

10.52

58/76/2024

10.16†

~~Amendment~~Executive toSeverance ~~Employment~~Pay ~~Offer~~Plan ~~Letter, dated February 1, 2023, between the Company~~ and ~~Tony~~Summary ~~Guilfoyle~~Plan Description

10-Q

10.63

58/76/2024

10.17†

Form of ~~Indemnification~~Executive Change in Control and Indemnity Agreement

10-Q

10.14

8/6/2024

10.18†

~~First~~Form ~~Amendment,~~of ~~effective~~Restricted ~~August~~Stock 1,Grant ~~2024,~~Agreement tofor ~~the~~certain ~~Employment~~employees ~~Agreement~~of ~~Between~~ the Company ~~and Jarrod Langhans, dated February 2, 2024~~

10-Q

10.25

8/6/2024

10.19†

~~Executive~~Employment ~~Severance~~Offer ~~Pay~~Letter, ~~Plan~~dated ~~and~~October ~~Summary~~2, ~~Plan~~2023, ~~Description~~between the Company and Richard Mattessich

10-Q

10.31

85/65/~~2024~~2025

10.20†

~~Form~~Severance ofand ~~Executive~~ Change in Control Agreement, dated January 18, 2024, between the Company and ~~Indemnity~~Richard ~~Agreement~~Mattessich

10-Q

10.42

85/65/~~2024~~2025

10.21†

Form of Restricted Stock Grant Agreement for certain employees of the Company

10-Q

10.5

8/6/2024

10.21

Registration Rights Agreement, dated April 1, 2025, by and among Celsius Holdings, Inc., Alani Holdings, LLC, Max Clemons and Trey Steiger

8-K

10.1

4/1/2025

19.1*

Celsius Holdings, Inc. Insider Trading Policy

10.22+#

Credit Agreement, dated April 1, 2025, by and among Celsius Holdings, Inc., Celsius, Inc., the lenders party thereto from time to time, UBS Securities LLC, Goldman Sachs Bank USA and Wells Fargo Securities LLC, as joint lead arrangers and joint bookrunners, and UBS AG, Stamford Branch, as the administrative agent and the collateral agent

8-K

10.2

4/1/2025

21.1*

Subsidiaries of Registrant

10.23†

Celsius Holdings, Inc. 2025 Omnibus Incentive Compensation Plan

DEF 14A

Annex C

4/14/2025

23.1*

Consent of Ernst & Young LLP

31.1*

Section 302 Certification by Chief Executive Officer

31.2*

Section 302 Certification by Chief Financial Officer

32.1**

Section 906 Certification by Chief Executive Officer

32.2**

Section 906 Certification by Chief Financial Officer

97.1†

Celsius Holdings, Inc. Mandatory Recovery of Compensation Policy

10-K

97.1

2/29/2024

101.INS

Inline XBRL Instance Document

3746

10.24†

Celsius Holdings, Inc. 2025 Employee Stock Purchase Plan

DEF 14A

Annex D

4/14/2025

10.25†

Form of Restricted Stock Unit Award Agreement

10-Q

10.5

8/8/2025

10.26†

Form of Performance-Based Restricted Stock Unit Award Agreement

10-Q

10.6

8/8/2025

10.27#

Securities Purchase Agreement, dated as of August 28, 2025, by and between Celsius Holdings, Inc. and PepsiCo., Inc.

8-K

10.1

8/29/2025

10.28

Amended and Restated Registration Rights Agreement, dated as of August 28, 2025, by and between Celsius Holdings, Inc. and PepsiCo, Inc.

8-K

10.2

8/29/2025

10.29+#

Transaction Agreement, dated as of August 28, 2025, by and between Celsius Holdings, Inc., and PepsiCo., Inc.

8-K

10.3

8/29/2025

10.30+#

Amended and Restated Distribution Agreement, dated as of August 28, 2025, by and among Celsius, Inc., Alani Nutrition LLC, Celsius Brands LLC, PepsiCo., Inc., and, solely with respect to Section 9, Celsius Holdings, Inc.

8-K

10.4

8/29/2025

10.31*†

Employment Offer Letter, dated February 13, 2025, between the Company and Eric Hanson

19.1

Celsius Holdings, Inc. Insider Trading Policy

10-K

19.1

3/3/2025

21.1*

Subsidiaries of Registrant

23.1*

Consent of Ernst & Young LLP

31.1*

Section 302 Certification by Chief Executive Officer

31.2*

Section 302 Certification by Chief Financial Officer

32.1**

Section 906 Certification by Chief Executive Officer

32.2**

Section 906 Certification by Chief Financial Officer

97.1†

Celsius Holdings, Inc. Mandatory Recovery of Compensation Policy

10-K

97.1

2/29/2024

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page of this Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, formatted in Inline XBRL (included within the Exhibit 101 attachment)

__________________________________________________

*Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan arrangement.

+ Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this exhibit have been omitted because the Company customarily and actually treats the omitted portions as private or confidential, and such portions are not material and would likely cause competitive harm to the Company if publicly disclosed. The Company will supplementally provide a copy of an unredacted copy of this exhibit to the U.S. Securities and Exchange Commission or its staff upon request.

# Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601 (a)(5) of Regulation S-K. The company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the U.S. Securities and Exchange Commission or its staff upon request.

Item 16. Form 10-K Summary.

None.

3849

SIGNATURES

Pursuant to the requirements of ~~Section 13 or 15(d) of~~ the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CELSIUS HOLDINGS, INC.
Date: March 3, 2025	By:	/s/ John Fieldly
Date: March 2, 2026	By:	/s/ John Fieldly
		John Fieldly,President and Chief Executive Officer(Principal Executive Officer)
		John Fieldly,Chief Executive Officer(Principal Executive Officer)
Date: March 3, 2025	By:	/s/ Jarrod Langhans
Date: March 2, 2026	By:	/s/ Jarrod Langhans
		Jarrod Langhans,Chief Financial Officer(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this ~~report~~Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures

Title(s)

Date

/s/ John Fieldly

~~President,~~ Chief Executive Officer and Director(Principal ~~executive~~Executive ~~officer~~Officer)

March 32, ~~2025~~2026

John Fieldly

/s/ Jarrod Langhans

Chief Financial Officer(Principal ~~financial~~Financial and ~~accounting~~Accounting ~~officer~~Officer)

March 32, ~~2025~~2026

Jarrod Langhans

/s/ Cheryl S. Miller

Director

March 3, 2025

/s/ Caroline Levy

Director

March 2, 2026

Caroline Levy

/s/ Cheryl S. Miller

Director

March 2, 2026

Cheryl S. Miller

/s/ Hal Kravitz

Director

March 3, 2025

/s/ Chrysso Jacoby

Director

March 2, 2026

Chrysso Jacoby

/s/ Damon DeSantis

Director

March 2, 2026

Damon DeSantis

/s/ Hal Kravitz

Director

March 2, 2026

Hal Kravitz

/s/ Joyce Russell

Director

March 3, 2025

/s/ Hans Melotte

Director

March 2, 2026

Hans Melotte

/s/ John Short

Director

March 2, 2026

John Short

/s/ Joyce Russell

Director

March 2, 2026

Joyce Russell

/s/ Damon DeSantis

Director

March 3, 2025

/s/ Nicholas Castaldo

Director

March 2, 2026

Damon DeSantis

/s/ Nicholas Castaldo

Director

March 3, 2025

Nicholas Castaldo

/s/ Caroline Levy

Director

March 3, 2025

Caroline Levy

/s/ Hans Melotte

Director

March 3, 2025

Hans Melotte

/s/ Israel Kontorovsky

Director

March 3, 2025

Israel Kontorovsky

3950

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Report of Independent Registered Public Accounting Firm Ernst & Young LLP (PCAOB ID: 42)			F-2
Report of Independent Registered Public Accounting Firm Ernst & Young LLP (PCAOB ID:42)			F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023			F-5
Consolidated Balance Sheets as of December 31, 2025 and 2024			F-6
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024, 2023, and 2022			F-6
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023			F-8
Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the years ended December 31, 2024, 2023, and 2022			F-7
Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the years ended December 31, 2025, 2024 and 2023			F-9
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022			F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023			F-10
Notes to Consolidated Financial Statements			F-912

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Celsius Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Celsius Holdings, Inc.’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Celsius Holdings, Inc. (the Company) has maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations and comprehensive income ~~(loss)~~, changes in stockholders’ equity and mezzanine equity and cash flows for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes and our report dated March 32, ~~2025~~2026 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Alani Nutrition LLC and Rockstar (excluding those related to goodwill and brand and customer relationships intangibles), which are included in the 2025 consolidated financial statements of the Company and constituted 16.3% and 0.8%, respectively, of total assets as of December 31, 2025 and 39.8% and 2.2%, respectively, of revenue for the year then ended. Our audit of internal control over financial reporting of Celsius Holdings, Inc. also did not include an evaluation of the internal control over financial reporting of Alani Nutrition LLC and Rockstar.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Boca Raton, Florida

March 32, ~~2025~~2026

F-2

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Celsius Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Celsius Holdings, Inc. (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations and comprehensive income ~~(loss)~~, changes in stockholders’ equity and mezzanine equity and cash flows for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 32, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current period audit of the financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) ~~relates~~relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of ~~the~~ critical audit ~~matter~~matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate ~~opinion~~opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey ~~relates~~relate.


			Accrued Promotional Allowances
Description of the Matter			As described in Note 4 of the consolidated financial statements, the Company’s promotional allowance programs are calculated based on various programs and terms of its contractual arrangements with its distributors and retail customers, and accruals are established at the time of the initial product sale for the Company’s anticipated liabilities. These accruals are based on agreed-upon terms with customers and in certain instances require management’s judgment with respect to estimating consumer participation and/or distributor and retail customer performance levels to determine the accrual. The estimated promotional expenditures are recorded as a reduction to revenue in the period the underlying sale occurs to customers. Total promotional expenditures included as a reduction to revenue were $774.6 million for the year ended December 31, 2025, and accrued promotional allowances were $307.9 million at December 31, 2025. We identified the accounting for certain accrued promotional allowances as a critical audit matter because of the subjective nature of management judgment required with respect to estimating consumer participation and/or distributor and retail customer performance levels and future promotional claims in determining the accrual for promotional allowances not yet invoiced by certain customers at year end.

F-3

			Accrued Promotional Allowances
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of the relevant internal controls related to the Company’s accrued promotional allowance process. This included testing controls over management’s review of the significant assumptions and other inputs in the estimation of the promotional allowance for certain customers. We also tested management’s controls to validate that the data used in the estimate of the accrued promotional allowance was complete and accurate.To test accrued promotional allowances, our audit procedures included, among others, evaluating management’s judgments regarding estimating the promotional allowances for certain customers not yet invoiced by its such customers as of December 31, 2025. We assessed the reasonableness of management’s estimates of the accrued promotional allowances, on a sample basis, for a sample of certain customers by developing an expectation of the amount, primarily based on contractual terms in agreements with certain customers and the historical promotional expenditure amounts per case, and we compared our expectation to management’s recorded estimate. We performed inquiries of the Company’s sales and marketing personnel to corroborate our understanding of new and existing promotional programs that may alter the relationship between gross billings and promotional allowances, as such programs are considered by management when estimating future promotional claims. In addition, we tested the accuracy and completeness of the underlying data used in management’s estimation calculations, as well as the clerical accuracy of such calculations. We also evaluated management’s ability to estimate promotional allowances by comparing the actual invoices for promotional allowances subsequently paid to management’s original estimates.
Description of the Matter			As more fully described in Notes 2 and 4 of the consolidated financial statements, the Company’s promotional allowance programs are calculated based on various programs and terms of its contractual arrangements with its distributors and retail customers, and accruals are established at the time of the initial product sale for the Company’s anticipated liabilities. These accruals are based on agreed-upon terms with customers and in certain instances require management’s judgment with respect to estimating consumer participation and/or distributor and retail customer performance levels to determine the accrual. The estimated promotional expenditures are recorded as a reduction to revenue in the period the underlying sale occurs to customers. Total promotional expenditures included as a reduction to revenue were $455.1 million for the year ended December 31, 2024, and accrued promotional allowances were $135.9 million at December 31, 2024.We identified accrued promotional allowances as a critical audit matter because of the extent and subjective nature of management judgment required with respect to estimating consumer participation and/or distributor and retail customer performance levels and future promotional claims in determining the accrual for promotional allowances not yet invoiced by customers at year end.
			Acquisition of Alani Nutrition LLC – Brand Intangible Valuation
How We Addressed the Matter in Our Audit			To test accrued promotional allowances, our audit procedures included, among others, evaluating management’s judgments regarding estimating the promotional allowances not yet invoiced by its customers as of December 31, 2024. We assessed the reasonableness of management’s estimates of the accrued promotional allowances for a sample of customers by developing an expectation of the amount, primarily based on contractual terms in agreements with customers and the historical promotional expenditure amounts per case or as a percentage of sales, and we compared our expectation to management’s recorded estimate. We performed inquiries of the Company’s sales and marketing personnel to corroborate our understanding of new and existing promotional programs that may alter the relationship between gross billings and promotional allowances, as such programs are considered by management when estimating future promotional claims. In addition, we tested the accuracy and completeness of the underlying data used in management’s estimation calculations, as well as the clerical accuracy of such calculations. We also evaluated management’s ability to estimate promotional allowances by comparing the actual invoices for promotional allowances subsequently paid to management’s original estimates.
Description of the Matter			As described in Notes 1 and 5 to the consolidated financial statements, the Company completed the acquisition of Alani Nutrition LLC (“Alani Nu”) on April 1, 2025. The acquisition was accounted for under the acquisition method of accounting under ASC 805, Business Combinations. The Company’s accounting for the acquisition included determining the fair value of intangible assets acquired, principally the fair value of the Alani brand intangible asset of $1.104 billion, which was recognized at its estimated fair value as of the date of the respective acquisition. The valuations required management to make significant judgments, estimates, and assumptions with respect to the identifiable intangible assets.We identified the determination of the fair value of the acquired indefinite-lived brand intangible asset as a critical audit matter because of the complexity and significant estimation uncertainty required with respect to auditing certain significant assumptions, specifically revenue, revenue growth rates, royalty rate, and discount rate. These significant assumptions relate to the future performance of Alani, are forward-looking, and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s accounting for the brand intangible asset. For example, we tested controls over management's review of the valuation of the brand intangible asset, including management’s review of the valuation model, the significant assumptions described above, and the completeness and accuracy of the data used in the valuation model. To test the fair value of the brand intangible asset, our audit procedures included, among others, assessing the valuation methodologies used, evaluating the significant assumptions described above and testing the underlying data used by the Company in its analysis. For example, we compared the significant assumptions to historical and current industry, market and economic trends. We also compared the revenue growth rates to historical results of the acquired brand. In addition, we involved our valuation specialists to assist in evaluating the methodology used by the Company and testing certain significant assumptions, including the royalty rate and discount rate, used to value the indefinite-lived brand intangible asset. We also performed sensitivity analyses of the significant assumptions to evaluate the change in the fair value of the brand intangible asset that would result from changes in significant assumptions.

F-4


			PepsiCo, Inc. (“Pepsi”) Transactions – Accounting for the Consideration Attributable to the Rockstar Acquisition and Implicit Upfront Payment to Pepsi
Description of the Matter			As described in Notes 1 and 5 to the consolidated financial statements of the Company, on August 28, 2025, the Company entered into a series of transactions with Pepsi, pursuant to which the Company issued Series B Preferred Stock to Pepsi and amended the terms of the Series A Preferred Stock held by Pepsi (the “consideration”) and (i) acquired Rockstar in the U.S. and Canada (the “Rockstar acquisition”), which was accounted for as a business combination under ASC 805, Business Combinations, and (ii) entered into an enhanced, long-term arrangement according to which Pepsi uses commercially reasonable efforts to sell and distribute the Company’s products (the “Captaincy”), which was accounted for as an implicit upfront payment to Pepsi in Pepsi’s capacity as a customer of the Company under ASC 606, Revenue from Contracts with Customers. The accounting for the consideration transferred attributable to (i) the Rockstar acquisition and (ii) the implicit upfront payment to Pepsi required management to make significant judgments, estimates, and assumptions in determining the fair value of both the Rockstar business and the implicit upfront payment to Pepsi. We identified the accounting for the consideration attributable to the Rockstar business combination and the implicit upfront payment to Pepsi as a critical audit matter because of the complexity and significant estimation uncertainty required with respect to auditing (i) certain significant assumptions related to the determination of the consideration attributable to the Rockstar acquisition, specifically revenue, revenue growth rates, EBITDA margin, and discount rate, and (ii) certain significant assumptions related to the determination of the consideration attributable to the implicit upfront payment to Pepsi, specifically incremental net revenue of the Company and discount rate. These significant assumptions relate to the future performance of Rockstar and the Company, are forward-looking, and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s accounting for the consideration attributable to the Rockstar acquisition and the implicit upfront payment to Pepsi. For example, we tested controls over management's review of the valuation of the Rockstar business and the valuation of the implicit upfront payment to Pepsi, including management’s review of the valuation models, the significant assumptions described above, and the completeness and accuracy of the data used in the valuation models. To test the consideration attributable to the Rockstar acquisition and the implicit upfront payment to Pepsi, our audit procedures included, among others, assessing the valuation methodologies used, evaluating the significant assumptions described above and testing the underlying data used by the Company in its analysis. For example, we compared the significant assumptions to historical and current industry, market and economic trends. We also compared the revenue growth rates and EBITDA margin of Rockstar to historical results of Rockstar, and we compared the incremental net revenue growth rates of the Company to combined historical results of the Company (taking into consideration the acquisitions in 2025). In addition, we involved our valuation specialists to assist in evaluating the methodologies used by the Company and testing the discount rates used to value the consideration attributable to the Rockstar acquisition and the implicit upfront payment to Pepsi. We also performed sensitivity analyses of the significant assumptions to evaluate the change in the consideration attributable to the Rockstar acquisition and the implicit upfront payment to Pepsi that would result from changes in significant assumptions.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2021.

Boca Raton, Florida

March 32, ~~2025~~2026

F-4

Celsius Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

	December 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	890,190	$	755,981
Accounts receivable-net[1]	270,342		183,703
Note receivable-net	—		2,318
Inventories-net	131,165		229,275
Deferred other costs-current[2]	14,124		14,124
Prepaid expenses and other current assets	18,759		19,503
Total current assets	$	1,324,580	$	1,204,904
Property, plant and equipment-net	55,602		24,868
Right of use assets-operating leases	21,606		1,957
Right of use assets-finance leases-net	230		208
Intangibles-net	12,213		12,139
Goodwill	71,582		14,173
Deferred other costs-non-current[2]	234,215		248,338
Deferred tax assets	38,699		29,518
Other long-term assets	8,154		291
Total Assets	$	1,766,881	$	1,536,396
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable[3]	$	41,287	$	42,840
Accrued expenses[4]	148,780		62,120
Income taxes payable	10,834		50,424
Accrued promotional allowance[5]	135,948		99,787
Lease liability operating leases	3,265		980
Lease liability finance leases	100		59
Deferred revenue[2]	9,513		9,513
Other current liabilities	15,808		10,890
Total current liabilities	365,535		276,613
Lease liability operating leases	16,674		955
Lease liability finance leases	211		193
Deferred tax liability	2,330		2,880
Deferred revenue[2]	157,714		167,227
Total Liabilities	542,464		447,868
Commitment and contingencies (Note 15)
Mezzanine Equity:
Series A convertible preferred stock, $0.001 par value, 5% cumulative dividends; 1,466,666 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively, aggregate liquidation preference of $550,000 as of December 31, 2024 and December 31, 2023, respectively	824,488		824,488
Stockholders’ Equity:
Common stock, $0.001 par value; 300,000,000 shares authorized, 235,013,960 and 231,787,482 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively.	79		77
Additional paid-in capital	297,579		276,717
Accumulated other comprehensive loss	(3,250)		(701)
Retained earnings (accumulated deficit)	105,521		(12,053)
Total Stockholders’ Equity	399,929		264,040
Total Liabilities, Mezzanine Equity and Stockholders’ Equity	$	1,766,881	$	1,536,396

[1] Includes $168.2 million and $130.4 million from a related party as of December 31, 2024 and December 31, 2023, respectively.

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

[3] Includes $1.7 million and $0.1 million to a related party as of December 31, 2024 and December 31, 2023, respectively.

[4] Includes $0.2 million and $1.0 million to a related party as of December 31, 2024 and December 31, 2023, respectively.

[5] Includes $75.1 million and $51.8 million to a related party as of December 31, 2024 and December 31, 2023, respectively.

The accompanying notes are an integral part of these audited consolidated financial statements

F-5

Celsius Holdings, Inc.

Consolidated ~~Statements~~Balance ~~of Operations and Comprehensive Income (Loss)~~Sheets

(in thousands, except per share amounts)

	For the years ended December 31,
	December 31, 2025		December 31, 2024
	2024		2023		2022
ASSETS
Revenue[1]	$	1,355,630	$	1,318,014	$	653,604
Current assets:
Cost of revenue	675,423		684,875		382,735
Cash and cash equivalents	$	398,866	$	890,190
Gross profit	680,207		633,139		270,869
Restricted cash	141,121		—
Selling, general and administrative expenses[2]	524,479		366,773		428,670
Accounts receivable-net[1]	755,499		270,342
Income (loss) from operations	155,728		266,366		(157,801)
Inventories-net	337,698		131,165
Other income (expense):
Prepaid expenses and other current assets[2]	128,806		18,759
Interest income on note receivable	—		128		237
Deferred other costs-current[3]	49,164		14,124
Interest income, net	39,263		26,501		5,292
Total current assets	1,811,154		1,324,580
Foreign exchange loss	(1,734)		(1,246)		(392)
Property, plant and equipment-net	87,910		55,602
Other income	1,793		—		—
Customer relationships-net	111,604		11,306
Total other income	39,322		25,383		5,137
Brands-net	1,280,311		907
Net income (loss) before provision for income taxes	195,050		291,749		(152,664)
Goodwill	917,560		71,582
Provision for income taxes	(49,976)		(64,948)		(34,618)
Deferred other costs-non-current[3]	771,635		234,215
Net income (loss)	$	145,074	$	226,801	$	(187,282)
Deferred tax assets	96,013		38,699
Dividends on Series A convertible preferred stock[3]	(27,500)		(27,462)		(11,526)
Other long-term assets	43,434		29,990
Income allocated to participating preferred stock[3]	(10,117)		(17,348)		—
Total Assets	$	5,119,621	$	1,766,881
Net income (loss) attributable to common stockholders	$	107,457	$	181,991	$	(198,808)
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Other comprehensive (loss) income:
Current liabilities:
Foreign currency translation (loss) gain, net of income tax	(2,549)		1,180		(2,495)
Accounts payable[4]	$	137,930	$	41,287
Comprehensive income (loss)	$	104,908	$	183,171	$	(201,303)
Accrued expenses[5]	230,721		148,780
Earnings per share[4]:
Income taxes payable	49,612		10,834
Basic	$	0.46	$	0.79	$	(0.88)
Accrued distributor termination fees	264,088		—
Diluted	$	0.45	$	0.77	$	(0.88)
Accrued promotional allowance[6]	307,922		135,948
Weighted average shares outstanding[4]:
Contingent consideration	25,000		—
Basic	233,667		230,784		226,947
Deferred revenue-current[7]	26,988		9,513
Diluted	237,404		236,964		226,947
Other current liabilities	36,465		19,173
Total current liabilities	1,078,726		365,535
Long-term debt	669,926		—
Deferred revenue-non-current[3]	401,155		157,714
Other long term liabilities	28,372		19,215
Total Liabilities	2,178,179		542,464
Commitments and contingencies (Note 17)
Mezzanine equity:
Series A convertible preferred stock, $0.001 par value per share, 1,467 shares issued and outstanding as of December 31, 2025 and December 31, 2024 [3]	852,355		824,488
Series B convertible preferred stock, $0.001 par value per share, 390 shares and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively [3]	907,620		—
Stockholders’ equity:
Common Stock, $0.001 par value per share; 400,000 shares authorized; 258,108 shares issued and 256,906 shares outstanding as of December 31, 2025; and 235,087 shares issued and 235,014 shares outstanding as of December 31, 2024.	101		79
Treasury stock, at cost; 1,202 shares and 73 shares as of December 31, 2025 and 2024, respectively	(48,226)		(2,585)
Additional paid-in capital	1,050,518		300,164
Accumulated other comprehensive income (loss)	3,162		(3,250)
Retained earnings	175,912		105,521
Total Stockholders’ Equity	1,181,467		399,929
Total Liabilities, Mezzanine Equity and Stockholders’ Equity	$	5,119,621	$	1,766,881

[1] Includes $742.0 million, $782.3 million and $142.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, from a related party.

[2] Includes $2.4 million for each of the years ended December 31, 2024 and 2023 with no balance for 2022 from a related party.

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

[4] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.

The accompanying notes are an integral part of these audited consolidated financial statements

F-6

~~Celsius~~[1] ~~Holdings~~Includes $349.1 million and $168.2 million from a related party as of December 31, ~~Inc~~2025 and December 31, 2024, respectively.

~~Consolidated~~[2] ~~Statements~~Includes of$64.2 million ~~Changes~~from ina ~~Stockholders’~~related ~~Equity~~party as of December 31, 2025 and ~~Mezzanine~~no ~~Equity~~related party balance as of December 31, 2024.

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

	Stockholders’ Equity
	Common Stock											Mezzanine Equity
	Shares(1)	Amount		Additional Paid-InCapital		AccumulatedOtherComprehensiveIncome (Loss)		(AccumulatedDeficit) Retained Earnings		Total Stockholders’Equity		PreferredStock	Amount
Balance at December 31, 2021	224,727	$	75	$	267,846	$	614	$	(51,490)	$	217,045	—	$	—
Stock-based compensation	—	—		20,665		—		—		20,665		—	—
Stock option exercises, RSUs and PSUs converted	4,420	1		3,683		—		—		3,684		—	—
Issuance of Series A convertible preferred stock - net of issuance costs	—	—		—		—		—		—		1,467	824,488
Dividends paid to Series A convertible preferred stock ($7.86 per share)	—	—		(11,526)		—		—		(11,526)		—	—
Foreign currency translation	—	—		—		(2,495)		—		(2,495)		—	—
Net income (loss)	—	—		—		—		(187,282)		(187,282)		—	—
Balance at December 31, 2022	229,147	$	76	$	280,668	$	(1,881)	$	(238,772)	$	40,091	1,467	$	824,488
Adoption of accounting standard	—	—		—		—		(82)		(82)		—	—
Stock-based compensation	—	—		21,226		—		—		21,226		—	—
Stock option exercises, RSUs and PSUs converted	2,640	1		2,285		—		—		2,286		—	—
Dividends paid to Series A convertible preferred stock ($18.72 per share)	—	—		(27,462)		—		—		(27,462)		—	—
Foreign currency translation	—	—		—		1,180		—		1,180		—	—
Net income	—	—		—		—		226,801		226,801		—	—
Balance at December 31, 2023	231,787	$	77	$	276,717	$	(701)	$	(12,053)	$	264,040	1,467	$	824,488
Stock-based compensation	—	—		19,591		—		—		19,591		—	—
Stock option exercises, RSUs and PSUs converted	3,300	2		3,856		—		—		3,858		—	—
Dividends paid to Series A convertible preferred stock ($18.75 per share)	—	—		—		—		(27,500)		(27,500)		—	—
Repurchase of common stock related to tax withholdings	(61)	—		(2,261)		—		—		(2,261)		—	—
Treasury Stock	(12)	—		(324)		—		—		(324)		—	—
Foreign currency translation	—	—		—		(2,549)		—		(2,549)		—	—
Net income	—	—		—		—		145,074		145,074		—	—
Balance at December 31, 2024	235,014	$	79	$	297,579	$	(3,250)	$	105,521	$	399,929	1,467	$	824,488

[4] Includes $28.6 million and $1.7 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.

~~(1)~~[5] ~~Forward~~Includes ~~Stock~~$1.8 million ~~Split - The accompanying consolidated financial statements~~ and ~~notes~~$0.2 million ~~thereto~~due ~~have been retrospectively adjusted~~ to ~~reflect~~a ~~the~~related ~~three-for-one~~party ~~stock~~as ~~split. See Note 2. Basis~~ of ~~Presentation~~December 31, 2025 and ~~Summary~~December 31, of2024, ~~Significant Accounting Policies for more information~~respectively.

~~The~~[6] ~~accompanying~~Includes ~~notes~~$128.9 million ~~are~~and an$75.1 million ~~integral~~due ~~part~~to a related party as of ~~these~~December 31, ~~consolidated~~2025 ~~financial~~and ~~statements~~December 31, 2024, respectively.

[7] Includes $26.3 million and $9.5 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.

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

F-7

Celsius Holdings, Inc.

Consolidated Statements of ~~Cash~~Operations ~~Flows~~and Comprehensive Income

(in thousands, except per share amounts)

	~~For the years ended December 31,~~				For the years ended December 31,
	2024		2023		2022
					2025		2024		2023
Cash flows from operating activities:
Revenue[1]					$	2,515,269	$	1,355,630	$	1,318,014
Net income (loss)	$	145,074	$	226,801	$	(187,282)
Cost of revenue[2]					1,247,936		675,423		684,875
Adjustments to reconcile net income to net cash provided by operating activities:
Gross profit					1,267,333		680,207		633,139
Depreciation and amortization	7,274		3,226		1,917
Selling, general and administrative expenses[3]					798,810		524,479		366,773
Impairment of intangible assets	—		—		2,379
Distributor termination fees					327,461		—		—
Allowance for credit losses[1]	3,294		2,128		2,352
Income from operations					141,062		155,728		266,366
Amortization of deferred other costs[2]	14,124		14,124		5,885
Other (expense) income:
Inventory excess and obsolescence	19,086		7,312		6,131
Interest income					21,085		39,263		26,629
Loss on disposal of property, plant and equipment	173		198		—
Interest expense					(48,977)		—		—
Stock-based compensation expense	19,591		21,226		20,665
Other, net [4]					11,863		59		(1,246)
Deferred income taxes-net	(9,730)		(42,055)		20,244
Total other (expense) income					(16,029)		39,322		25,383
Foreign exchange loss	1,734		1,246		483
Net income before provision for income taxes					125,033		195,050		291,749
Other operating activities	(324)		—		—
Provision for income taxes					(17,034)		(49,976)		(64,948)
Changes in operating assets and liabilities:
Net income					$	107,999	$	145,074	$	226,801
Accounts receivable[3]	(89,665)		(121,558)		(26,369)
Dividends on convertible preferred stock[5]					(37,608)		(27,500)		(27,462)
Note receivable-net	2,318		—		—
Income allocated to participating preferred stock[5]					(6,554)		(10,117)		(17,348)
Inventories	77,190		(63,299)		11,802
Net income attributable to common stockholders					$	63,837	$	107,457	$	181,991
Prepaid expenses and other current assets	1,074		(7,980)		2,214
Other comprehensive income:
Accounts payable[4]	(1,170)		5,249		428
Foreign currency translation gain (loss), net of income tax					6,412		(2,549)		1,180
Accrued expenses[5]	85,398		(8,025)		34,644
Comprehensive income					$	70,249	$	104,908	$	183,171
Income taxes payable	(39,536)		48,102		(164)
Earnings per share:
Accrued promotional allowance[6]	36,161		63,810		16,940
Basic					$	0.25	$	0.46	$	0.79
Accrued distributor termination fees	(248)		(3,739)		3,986
Diluted					$	0.25	$	0.45	$	0.77
Other current liabilities	4,920		7,305		2,610
Weighted average shares outstanding:
Change in right of use asset and lease liability-net	535		(102)		(183)
Basic					252,301		233,667		230,784
Deferred revenue[2]	(9,513)		(12,723)		189,463
Diluted					254,911		237,404		236,964
Other long-term assets	(4,862)		(28)		37
Net cash provided by operating activities	262,898		141,218		108,182
Cash flows from investing activities:
Collections from note receivable	—		3,233		2,592
Purchase of property, plant and equipment[7]	(23,390)		(17,433)		(8,264)
Purchase of non-marketable equity securities	(3,000)		—		—
Acquisition of Big Beverages Contract Manufacturing L.L.C., net of cash acquired	(75,336)		—		—
Net cash used in investing activities	(101,726)		(14,200)		(5,672)
Cash flows from financing activities:
Principal payments on finance lease obligations	(61)		(44)		(63)
Proceeds from exercise of stock options	3,856		2,285		3,683
Proceeds from issuance of Series A preferred shares, net of issuance costs	—		—		542,018
Cash dividends paid on Series A convertible preferred stock[2]	(27,500)		(27,462)		(11,526)
Repurchase of common stock related to tax withholdings	(2,261)		—		—
Net cash (used in) provided by financing activities	(25,966)		(25,221)		534,112
Effect on exchange rate changes on cash and cash equivalents	(997)		1,257		50
Net increase in cash and cash equivalents	134,209		103,054		636,672
Cash and cash equivalents at beginning of the period	755,981		652,927		16,255
Cash and cash equivalents at end of the period	$	890,190	$	755,981	$	652,927
Supplemental disclosures:
Cash paid for:
Taxes	$	99,134	$	56,748	$	14,335

[1] Includes $1,086.0 million, $742.60 million and $0782.13 million ~~associated with a related party~~ for the years ended December 31, 2025, 2024 and 2023, ~~with~~respectively, nofrom ~~balance~~a ~~for~~related ~~2022~~party.

[2] Includes ~~Amounts~~$40.1 million into ~~this~~a ~~line~~related ~~item~~party ~~are~~for ~~associated~~the ~~with~~year ended December 31, 2025 and no amounts to a related party for ~~all~~the ~~periods~~years ~~presented~~ended 2024 or 2023.

[3] Includes $~~(37~~9.8)7 million, ~~$(98.8)~~for the year ended December ~~million~~31, 2025 and $~~(31~~2.6)4 million ~~associated with a related party~~ for the years ended ~~December 31,~~ 2024, and 2023 ~~and~~in ~~2022,~~each ~~respectively~~case to a related party.

[4] Includes $(112.6) million ~~and~~from ~~$(0.1) million associated with~~ a related party for the ~~years~~year ended December 31, ~~2024~~2025 and ~~2023,~~no ~~respectively,~~amounts ~~with~~from noa ~~balance~~related party for ~~2022~~the years ended 2024 or 2023.

[5] Amounts ~~Includes~~in ~~$0.8 million~~this ~~$1.3 million~~line ~~and~~item ~~$(2.3) million~~are associated with a related party for ~~the~~all ~~years~~periods ~~ended December 31, 2024, 2023 and 2022, respectively~~presented.

~~[6]~~The ~~Includes~~accompanying ~~$23.3 million~~notes ~~$37.9 million~~are ~~and~~an ~~$13.9 million~~integral ~~associated~~part ~~with~~of athese ~~related~~audited ~~party~~Consolidated ~~for~~Financial ~~the years ended December 31, 2024, 2023 and 2022, respectively.~~Statements

[7] Includes $(10.4) million and $(9.7) million associated with a related party for the years ended December 31, 2024 and 2023 with no balance for 2022.

The accompanying notes are an integral part of these audited consolidated financial statements

F-8

Celsius Holdings, Inc.

~~Notes~~Consolidated toStatements ~~Consolidated~~of ~~Financial~~Changes ~~Statements~~in Stockholders’ Equity and Mezzanine Equity

~~December 31~~(In thousands, ~~2024~~except per share amounts)

(Tabular dollars in thousands, except per share amounts)


	Stockholders’ Equity														Mezzanine Equity
	Common Stock									Treasury Stock					Series A Preferred Stock			Series B Preferred Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		(Accumulated Deficit) Retained Earnings		Shares	Amount		Total Stockholders’ Equity		Shares	Amount		Shares	Amount
Balance at December 31, 2022	229,147	$	76	$	280,668	$	(1,881)	$	(238,772)	—	$	—	$	40,091	1,467	$	824,488	—	$	—
Adoption of accounting standard	—	—		—		—		(82)		—	—		(82)		—	—		—	—
Stock-based compensation	—	—		21,226		—		—		—	—		21,226		—	—		—	—
Stock option exercises, RSUs and PSUs converted	2,640	1		2,285		—		—		—	—		2,286		—	—		—	—
Dividends paid on Series A Preferred Stock ($18.72 per share)	—	—		(27,462)		—		—		—	—		(27,462)		—	—		—	—
Foreign currency translation	—	—		—		1,180		—		—			1,180		—	—		—	—
Net income	—	—		—		—		226,801		—	—		226,801		—	—		—	—
Balance at December 31, 2023	231,787	$	77	$	276,717	$	(701)	$	(12,053)	—	$	—	$	264,040	1,467	$	824,488	—	$	—
Stock-based compensation	—	—		19,591		—		—		—	—		19,591		—	—		—	—
Stock option exercises, RSUs and PSUs converted	3,300	2		3,856		—		—		—	—		3,858		—	—		—	—
Dividends paid on Series A Preferred Stock ($18.75 per share)	—	—		—		—		(27,500)		—	—		(27,500)		—	—		—	—
Repurchase of Common Stock related to employee tax withholdings	—	—		—		—		—		(61)	(2,261)		(2,261)		—	—		—	—
Treasury Stock	—	—		—		—		—		(12)	(324)		(324)		—	—		—	—
Foreign currency translation	—	—		—		(2,549)		—		—	—		(2,549)		—	—		—	—
Net income	—	—		—		—		145,074		—	—		145,074		—	—		—	—
Balance at December 31, 2024	235,087	$	79	$	300,164	$	(3,250)	$	105,521	(73)	$	(2,585)	$	399,929	1,467	$	824,488	—	$	—
Stock-based compensation	—	—		28,050		—		—		—	—		28,050		—	—		—	—
Stock option exercises, RSUs and PSUs converted	570	—		362		—		—		—	—		362		—	—		—	—
Issuance of Common Stock as consideration for acquisition	22,451	22		721,942		—		—		—	—		721,964		—	—		—	—
Modification of Series A Preferred Stock	—	—		—		—		—		—	—		—		—	27,867		—	—
Dividends paid to Series A Preferred Stock ($18.75 per share)	—	—		—		—		(27,500)		—	—		(27,500)		—	—		—	—
Issuance of Series B convertible preferred shares	—	—		—		—		—		—	—		—		—	—		390	907,620
Dividends paid to Series B Preferred Stock ($25.92 per share)	—	—		—		—		(10,108)		—	—		(10,108)		—	—		—	—
Repurchase of Common Stock related to employee tax withholdings	—	—		—		—		—		(161)	(5,727)		(5,727)		—	—		—	—
Treasury stock	—	—		—		—		—		(6)	(137)		(137)		—	—		—	—
Common Stock repurchases	—	—		—		—		—		(962)	(39,777)		(39,777)		—	—		—	—
Foreign currency translation	—	—		—		6,412		—		—	—		6,412		—	—		—	—
Net income	—	—		—		—		107,999		—	—		107,999		—	—		—	—
Balance at December 31, 2025	258,108	$	101	$	1,050,518	$	3,162	$	175,912	(1,202)	$	(48,226)	$	1,181,467	1,467	$	852,355	390	$	907,620

~~1. ORGANIZATION~~The ~~AND~~accompanying ~~DESCRIPTION~~notes OFare ~~BUSINESS~~an integral part of these audited Consolidated Financial Statements

Business Overview

Celsius Holdings, Inc. (the “Company,” “Celsius Holdings” or “Celsius”) was incorporated under the laws of the State of Nevada on April 26, 2005.

Celsius is a functional energy drink company operating in the United States (“U.S.”) and internationally. The Company engages in the development, processing, marketing, sale, manufacturing, and distribution of functional energy drinks and other products to a broad range of consumers, including fitness enthusiasts. Celsius provides differentiated products with innovative formulas, many of which are clinically proven and are meant to positively impact the lives of its consumers. The Company's brand has proven to be attractive to a broad range of customers.

Celsius is marketed as a premium lifestyle and energy drink formulated to power active lifestyles. Celsius products are currently offered in major retail segments across the U.S., including conventional grocery, natural food stores, convenience stores, fitness centers, mass market retailers, vitamin specialty stores and e-commerce platforms. Additionally, the Company's products are available in select markets across Canada, Europe, and the Asia-Pacific region.

Agreements with PepsiCo Inc.

On August 1, 2022, the Company entered into multiple agreements with PepsiCo Inc. (“Pepsi”), including a long-term agreement that resulted in Pepsi becoming the primary distribution supplier for Celsius products in the U.S. (the “Distribution Agreement”). Under this agreement, the Company granted Pepsi a right of first offer in the event the Company intends to manufacture, distribute or sell products in certain additional countries or channels during the term of the agreement.

In connection with entering into these agreements, the Company issued and sold to Pepsi approximately 1.5 million shares of the Company's Series A Convertible Preferred Stock (“Series A” or “Series A Preferred Stock”) in exchange for cash proceeds of $550 million, excluding transaction costs. For additional information regarding the Company's agreements with Pepsi, see Note 4. Revenue, Note 11. Related Party Transactions, and Note 12. Mezzanine Equity.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the "SEC").

Certain prior period amounts have been reclassified to conform to the current period's presentation in the consolidated financial statements and accompanying notes. Specifically, Accounts payable and Accrued expenses were previously combined but are now presented as separate line items on the consolidated statements of cash flows.

In accordance with Rule 4-08(k)(1), Rule 5-02, and Rule 5-03 of Regulation S-X, certain related party transactions previously disclosed in Note 11. Related Party Transactions, are now presented on the face of the consolidated balance sheets, consolidated statements of operations and comprehensive income, and consolidated statements of cash flow for all periods presented.

Common Stock Split — On November 13, 2023, the Company effected a three-for-one stock split to stockholders of record on such date (the "Forward Stock Split"). For clarity and consistency in financial reporting, all shares, restricted stock units, performance stock units, stock options, and per share amounts presented in the accompanying consolidated financial statements and related notes have been retrospectively adjusted to account for the effects of the stock split for all periods presented.

Principles of Consolidation — The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in accordance with U.S. GAAP.

Business Combinations — The Company accounts for business combinations in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations ("ASC 805"). Under this guidance, the results of operations of an acquired business are included in the Company’s consolidated financial statements and related notes prospectively from the acquisition date.

F-9

Celsius Holdings, Inc.

~~Notes~~Consolidated toStatements ~~Consolidated~~of ~~Financial~~Cash ~~Statements~~Flows

~~December 31,~~(In ~~2024~~thousands)

(Tabular dollars in thousands, except per share amounts)


	For the years ended December 31,
	2025		2024		2023
Cash flows from operating activities:
Net income	$	107,999	$	145,074	$	226,801
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	29,451		7,274		3,226
Allowance for credit losses[1]	10,600		3,294		2,128
Amortization of deferred other costs[2]	26,326		14,124		14,124
Inventory excess and obsolescence	29,190		19,086		7,312
Stock-based compensation expense	28,050		19,591		21,226
Deferred income taxes-net	(57,336)		(9,730)		(42,055)
Change in fair value of contingent consideration	13,800		—		—
Loss on debt extinguishment	6,003		—		—
Other operating activities-net	(1,687)		1,583		1,444
Changes in operating assets and liabilities:
Accounts and note receivable-net[3]	(412,091)		(87,347)		(121,558)
Inventories[4]	(129,777)		77,190		(63,299)
Prepaid expenses and other current assets[5]	(108,321)		1,074		(7,980)
Other long-term assets	2,857		(4,862)		(28)
Accounts payable[6]	51,252		(1,170)		5,249
Accrued expenses[7]	45,618		85,398		(8,025)
Income taxes payable	38,750		(39,536)		48,102
Accrued promotional allowance[8]	153,635		36,161		63,810
Accrued distributor termination fees	257,595		(248)		(3,739)
Other current liabilities	9,937		4,920		7,305
Deferred revenue[9]	255,110		(9,513)		(12,723)
Other long-term liabilities	2,481		535		(102)
Net cash provided by operating activities	$	359,442	$	262,898	$	141,218

Cash flows from investing activities:
Collections from note receivable	—		—		3,233
Purchase of property, plant and equipment[10]	(36,067)		(23,390)		(17,433)
Purchase of non-marketable equity securities	(10,000)		(3,000)		—
Acquisition of Big Beverages, net of cash acquired	—		(75,336)		—
Alani Nu Acquisition, net of cash acquired	(1,278,769)		—		—
Net working capital estimate received from Pepsi related to the Rockstar Acquisition[2]	29,156		—		—
Net cash used in investing activities	$	(1,295,680)	$	(101,726)	$	(14,200)

~~The~~[1] Includes ~~Company~~$(0.4) million, ~~allocates~~$0.6 million ~~the purchase consideration to the identifiable tangible~~ and ~~intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date~~$0.1 million ~~Any~~associated ~~excess~~with ofa ~~the~~related ~~purchase~~party ~~consideration~~for ~~over~~ the ~~fair~~years ~~value~~ended ~~of net assets acquired is recognized as goodwill. During the measurement period~~December 31, ~~which does not exceed twelve months from the acquisition date~~2025, ~~adjustments~~2024 toand ~~the preliminary fair value estimates may be recorded as additional information becomes available. Measurement period adjustments~~2023, ~~if applicable, are recognized in the reporting period in which the adjustments are determined and reflected as a prospective adjustment to goodwill~~respectively.

~~Transaction~~[2] Amounts ~~costs~~in ~~associated~~this ~~with~~line ~~acquisitions,~~item ~~such~~are asassociated ~~advisory,~~with ~~legal,~~a ~~and~~related ~~consulting~~party ~~fees,~~for ~~are~~all ~~expensed~~periods ~~as incurred~~presented.

~~Goodwill~~[3] Includes ~~and~~$(180.9) million, ~~intangible~~$(37.8) million ~~assets~~and ~~recognized~~$(98.8) million asassociated ~~part~~with ofa ~~acquisitions~~related ~~are~~party ~~subsequently tested~~ for ~~impairment in accordance with~~ the ~~Company’s~~years ~~accounting~~ended ~~policy~~December 31, ~~for~~2025, ~~goodwill~~2024 and ~~indefinite-lived~~2023, ~~intangible assets~~respectively. ~~See Note 9. Goodwill and Intangibles for further discussion of impairment testing.~~

~~Segment~~[4] Includes ~~Reporting~~$1.9 million —associated ~~Operating~~with ~~segments~~a ~~are~~related ~~defined~~party asfor ~~components~~the ofyear anended ~~enterprise that engage in business activities~~December 31, ~~maintain~~2025 ~~discrete financial information,~~ and ~~undergo~~no ~~regular~~amounts ~~review~~for by the ~~chief~~years ~~operating~~ended ~~decision~~2024 ~~maker~~or ~~(the "CODM"), who is the Chief Executive Officer, to assess performance and allocate resources, see Note 16~~2023. ~~Segment Reporting.~~

~~Although~~[5] Includes the Company operates in multiple geographical regions, it functions as a single operating segment because its operations and strategies are centrally designed and executed and remain significantly similar across these regions$(64.2) million ~~The~~associated ~~CODM~~with ~~evaluates operating results and allocates resources on~~ a ~~consolidated~~related ~~basis~~party ~~due~~for to the ~~significant~~year ~~economic~~ended ~~interdependencies~~December 31, ~~between~~2025 ~~the~~and ~~Company's~~no ~~geographical~~amounts ~~operations.~~for ~~As a result,~~ the ~~Company~~years isended ~~managed~~2024 asor ~~a single operating segment and has a single reportable segment~~2023.

~~Significant~~[6] Includes ~~Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with U~~$26.~~S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets~~9 million, ~~liabilities, revenues, and expenses, as well as disclosure of contingent assets and liabilities at the date of the financial statements~~$(1.6) million ~~Although these estimates are based on management's best knowledge of current events~~ and ~~actions that the Company may undertake in the future, actual results may differ from those estimates~~$(0.1) million ~~These~~associated ~~estimates~~with ~~and judgements are reviewed on an ongoing basis and are revised when necessary. Significant estimates include promotional allowances, intangibles, assets and liabilities assumed as~~ a ~~part~~related ofparty ~~business combinations, the allowance~~ for ~~current expected credit losses, leases, allowance for inventory obsolescence and sales returns,~~ the ~~useful~~years ~~lives~~ended ~~of property~~December 31, ~~plant and equipment~~2025, ~~impairment~~2024 ~~of goodwill~~ and ~~intangibles~~2023, ~~deferred taxes and related valuation allowance, and the valuation of stock-based compensation~~respectively.

~~Concentrations~~[7] Includes ~~of Risk — The majority of the Company’s revenue is derived from the sale of CELSIUS® functional energy drinks~~$1. ~~Powder sales accounted for approximately 4.7%~~6 million, 3$0.7%8 million and 4.$1%.3 million ofassociated ~~revenue~~with a related party for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

~~Revenue~~[8] Includes ~~from~~$53.8 million, ~~customers~~$23.3 million ~~accounting~~and ~~for~~$37.9 million ~~more~~associated ~~than~~with ~~10.0%~~a ofrelated ~~total~~party ~~revenue~~ for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, ~~was as follows:~~respectively.

	2024		2023		2022
Pepsi	54.7	%	59.4	%	22.2	%
Costco	11.6	%	12.0	%	16.7	%
All others	33.7	%	28.6	%	61.1	%
Total	100.0	%	100.0	%	100.0	%

[9] Includes $260.3 million, $(9.5) million and $(12.7) million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively

~~Accounts~~[10] ~~receivable~~Includes ~~from~~$(11.3) million, ~~customers~~$(10.4) million ~~accounting~~and ~~for~~$(9.7) million ~~more~~associated ~~than~~with ~~10.0%~~a ofrelated ~~total~~party ~~accounts~~for ~~receivable~~the atyears ended December 31, 2025, 2024 and 2023, ~~were as follows:~~respectively.

	2024		2023
Pepsi	62.2	%	69.0	%
Costco	10.2	%	3.7	%
All others	27.6	%	27.3	%
Total	100.0	%	100.0	%

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

F-10

Celsius Holdings, Inc.

~~Notes~~Consolidated toStatements ~~Consolidated~~of ~~Financial~~Cash ~~Statements~~Flows

~~December 31,~~(In ~~2024~~thousands)

(Tabular dollars in thousands, except per share amounts)


	For the years ended December 31,
	2025		2024		2023
Cash flows from financing activities:
Cash dividends paid on preferred stock[1]	$	(37,608)	$	(27,500)	$	(27,462)
Repurchase of Common Stock related to employee tax withholdings	(5,727)		(2,261)		—
Repurchase of Common Stock for Treasury	(39,777)		—		—
Proceeds from term loan	900,000		—		—
Payments on term loan	(201,750)		—		—
Payment of debt issuance costs and debt discount	(29,659)		—		—
Payment of revolver fees	(2,708)		—		—
Other financing activities-net	(7)		3,795		2,241
Net cash provided by (used in) financing activities	$	582,764	$	(25,966)	$	(25,221)

Effect on exchange rate changes on cash, cash equivalents and restricted cash	3,271		(997)		1,257
Net (decrease) increase in cash, cash equivalents and restricted cash	(350,203)		134,209		103,054
Cash, cash equivalents and restricted cash at beginning of the period	890,190		755,981		652,927

Cash, cash equivalents and restricted cash at end of the period	$	539,987	$	890,190	$	755,981

Supplemental disclosures:
Cash paid for:
Interest	$	45,799	$	—	$	—
Taxes, net of refunds received	$	64,231

Filing Compare · Celsius Holdings, Inc.