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Celsius Holdings, Inc.

CELH
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Business Summary

Celsius Holdings, Inc. operates as a functional energy drink and wellness beverage company in the U.S. and internationally, developing, processing, marketing, selling, manufacturing, and distributing a portfolio of differentiated products. The company's products are positioned as premium lifestyle beverages for active, wellness-oriented consumers, primarily consisting of energy drinks under the CELSIUS®, Alani Nu®, and Rockstar® brands, with CELSIUS® and Alani Nu® also offering additional wellness products. These products are available through multiple channels including conventional grocery, natural-food and convenience stores, fitness centers, mass-market and vitamin specialty retailers, and e-commerce platforms in the U.S., Canada, Europe, the Middle East, and Asia-Pacific regions .

The company's core business model involves generating revenue through the sale of its functional energy and wellness beverages. Revenue is recognized when performance obligations are satisfied, typically upon transfer of control or title to customers, and is measured net of variable consideration like returns, discounts, and allowances . The customer base primarily consists of distributors, e-commerce retailers, and various brick-and-mortar outlets, including grocery and convenience stores, club stores, and health-focused locations. Financial incentives such as volume-based rebates, promotions, placement fees, listing fees, and other discounts are provided to support distribution, sales, and marketing .

The product portfolio includes Ready-to-Drink Energy Beverages, which are carbonated and non-carbonated caffeinated energy drinks in 12-ounce and 16-ounce cans, offering original, zero-sugar, and fruit-forward flavors. Additionally, the company offers On-the-Go Powder and Hydration Sticks, which are single-serve powder sticks for portability and mixing with water, providing functional benefits similar to ready-to-drink energy beverages and hydration products. The portfolio also extends to Nutrition and Wellness Products, including protein and nutrition products, amino blends, and other functional supplements . The CELSIUS ESSENTIALS™ line features 16-ounce cans enriched with aminos, and CELSIUS® Hydration, a line of non-caffeinated, zero-sugar hydration powders with electrolytes, was introduced in 2025 .

For the fiscal year ended December 31, 2025, Celsius Holdings, Inc. reported total revenue of $2,515.3 million , an increase of 85.5% from the prior year. Gross profit increased by 86.3% to $1,267.3 million , with a gross profit margin of 50.4% , up from 50.2% in 2024. Selling, general and administrative expenses were $798.8 million , an increase of 52.3%. The company incurred distributor termination fees of $327.5 million . Total other expense, net, was $16.0 million , a $55.3 million increase in net expense compared to other income, net, of $39.3 million in 2024. Net income attributable to common stockholders was $63.8 million , resulting in basic EPS of $0.25 and diluted EPS of $0.25 . As of December 31, 2025, unrestricted cash and cash equivalents were $398.9 million , restricted cash was $141.1 million , and net working capital was $732.4 million . Long-term debt stood at $669.9 million , and total goodwill was $917.6 million with net intangible assets of $1,391.9 million .

Year-over-year, revenue increased by $1,159.6 million , or 85.5%, from $1,355.6 million in 2024. North American revenue grew by $1,141.6 million , or 89.1%, primarily due to the Alani Nu Acquisition, which contributed approximately $1,001.9 million , and the Rockstar Acquisition, contributing approximately $55.6 million . European revenues increased by $10.8 million , or 17.6%, to $72.5 million . Asia-Pacific revenues grew by 129.3% to $13.0 million . Gross profit margin saw a slight increase to 50.4% in 2025 from 50.2% in 2024, reflecting a balanced mix of lower margin contributions from Alani Nu and Rockstar, offset by product and pack mix improvements and cost of goods sold efficiencies . Net income attributable to common stockholders decreased from $107.5 million in 2024 to $63.8 million in 2025, primarily due to distributor termination fees and higher interest expense .

Significant operational developments during the period include the acquisition of Alani Nu on April 1, 2025, for a total consideration of $1,275.0 million in cash, 22,451,224 shares of common stock, and up to $25.0 million in additional cash consideration . On August 28, 2025, the company completed the Rockstar Acquisition from Pepsi in the U.S. and Canada, which involved issuing 390,000 shares of Series B Preferred Stock to Pepsi and amending the terms of the Series A Preferred Stock . Concurrently, the Captaincy, an enhanced long-term commercial arrangement, commenced with Pepsi to sell and distribute the company's products in the U.S. . The A&R Distribution Agreements were also entered into, making Pepsi the primary distributor for Celsius, Alani Nu, and Rockstar products in the U.S. and Canada . In connection with the Alani Nu distribution transition, Pepsi agreed to reimburse the company for distributor termination fees up to $275.0 million . The company also entered into a Credit Agreement on April 1, 2025, providing a $900.0 million term loan facility and a $100.0 million revolving credit facility, which was subsequently refinanced on October 2, 2025, reducing interest rates by 75 basis points and repaying the remaining $900.0 million term loan with a new $700.0 million term loan and $197.8 million of cash on hand . The company also acquired Big Beverages Contract Manufacturing, L.L.C., a co-packer, on November 1, 2024, for $75.3 million in cash .

Business Outlook

Management's specific revenue, margin, or EPS guidance for the upcoming period is not explicitly provided in the filing. However, the company notes that it expects cash payments for income taxes to exceed income tax expense for the year ending December 31, 2026, primarily due to timing differences from one-time events, including the Pepsi distributor termination reimbursement and an income tax payment deferral in certain foreign jurisdictions .

The company's growth areas are primarily focused on international expansion and product innovation. Celsius is continuing to make significant strides internationally for its flagship CELSIUS® product in key global markets, leveraging regional and country-specific distribution partners and local market expertise to optimize distribution and brand visibility . Strategic partnerships, such as those within the Suntory Group, are being utilized to drive product availability and brand visibility in both established and emerging markets . The company recently appointed a president to oversee international operations and drive strategic expansion across key global markets . The Alani Nu acquisition is expected to provide meaningful opportunities for domestic and global expansion, adding depth to the innovation pipeline .

Operationally, the company expects the expanded Pepsi partnership to continue influencing its go-to-market strategy, cost structure, and operational leverage over time . This partnership, including enhanced coordination around sales, placement, and promotional priorities, is intended to support execution consistency and improve speed to market as the brand portfolio scales . The company's operational model relies primarily on co-packers for manufacturing and supply, complemented by an in-house manufacturing facility, allowing for flexibility in responding to market demands and focusing resources on innovation, marketing, and distribution channel expansion . The company continuously assesses and works to optimize its supply chain to ensure quality, consistency, and timely delivery to customers .

Planned capital allocation includes investing net income back into the company's business and operations . The Board approved a share repurchase program in November 2025, authorizing the repurchase of up to $300.0 million of outstanding Common Stock, with $260.2 million remaining available as of December 31, 2025 . The company does not expect to pay cash dividends on its Common Stock in the foreseeable future . The company also approved its first Employee Stock Purchase Plan (ESPP) in 2025, authorizing the issuance of up to 850,000 shares of Common Stock, which commenced in January 2026 .

Management explicitly flagged structural headwinds and execution risks related to its growth plan. The successful integration of Alani Nu, Rockstar, or other future acquisitions involves complex operational, financial, and cultural challenges, requiring significant financial and management attention and resources . There is a risk of brand overlap, market cannibalization, or cultural integration challenges with the expanded portfolio . The company's ability to successfully execute its responsibilities under the Captaincy and the A&R Distribution Agreements with Pepsi is critical, and any failure could result in lost sales opportunities, channel inefficiencies, or reputational harm . The company's reliance on Pepsi for a significant portion of its total net revenue (43.2% in 2025) and receivables (46.2% as of December 31, 2025) presents a concentration risk, where disruptions in Pepsi's operations or shifts in strategic focus could impact sales and revenue .

Geographic, regulatory, or macro factors identified as constraints include uncertain conditions and other risks in international markets, such as economic or political instability, fluctuations in foreign currency exchange rates, restrictions on repatriation of foreign profits, tariffs or trade restrictions, and compliance with local legal and regulatory requirements . The company also faces risks from U.S. export control laws, economic and trade sanctions, and anti-corruption laws like the FCPA, which can lead to negative consequences if violated . The imposition or expansion of tariffs, inflationary pressures, and global supply-chain disruptions could increase costs and reduce profitability .

Risk Factors

The company faces several material risks, including significant reliance on distributors, particularly Pepsi, which constituted 43.2% of total net revenue in 2025 and 46.2% of total receivables as of December 31, 2025 , creating a concentration risk where disagreements or termination of arrangements could materially impact financial results. The increased ownership stake and Board representation by Pepsi may allow it to exert greater influence over strategic and governance decisions, potentially creating conflicts of interest. Operational risks include the challenge of effectively integrating acquired businesses like Alani Nu and Rockstar, which may lead to brand overlap, market cannibalization, or cultural integration issues, and the predominant reliance on co-packers for manufacturing, where disruptions could harm the business. Increases in raw material costs or shortages, as well as inflationary pressures and global supply-chain disruptions, could increase costs and reduce profitability. Cybersecurity threats, including emerging AI-driven attacks, pose risks of business disruption, reputational harm, and regulatory exposure. The company is exposed to interest rate risk, with a one-percentage-point increase in the interest rate raising annual interest expense obligations by approximately $6.9 million based on outstanding Term Loan Facility balances as of December 31, 2025 . Goodwill and net intangible assets totaling approximately $917.6 million and $1,391.9 million respectively, are subject to impairment risk. Regulatory risks include evolving climate-disclosure and environmental-reporting requirements, potential additional labeling or warning requirements for products, and ongoing governmental review of the energy drink industry regarding advertising claims, health claims, and caffeine content. Litigation, including securities class actions and derivative actions, could expose the company to significant liabilities, consume financial and managerial resources, and damage its reputation, with an estimated range of possible outcomes for the Strong Arm Productions lawsuit between $59.5 million and $103.4 million .

Management Priorities

Management's message to shareholders emphasizes the company's position as a functional energy drink and wellness beverage company, highlighting the strategic acquisitions of Alani Nu and Rockstar in 2025, which expanded the portfolio to serve a broad and growing consumer base seeking functional performance, better-for-you formulations, and active lifestyle support. A key strategic priority is the continued expansion of the long-term partnership with Pepsi, which has been instrumental in market reach and revenue growth, and is expected to influence go-to-market strategy, cost structure, and operational leverage over time. Another priority is international expansion, with significant strides being made for the CELSIUS® brand in key global markets, supported by strategic partnerships and the appointment of a president for international operations. Finally, management stresses a focus on product innovation to meet evolving consumer demands, leveraging digital marketing channels, e-commerce platforms, AI-enabled tools, and data analytics to connect with a diverse consumer base and drive sustainable growth. The company has authorized a share repurchase program of up to $300.0 million, with $260.2 million remaining available as of December 31, 2025, but does not expect to pay cash dividends on its Common Stock in the foreseeable future.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 2, Basis of Presentation and Summary of Significant Accounting Policies — Revenue Recognition
  3. [3] Item 1, Business — Customers
  4. [4] Item 1, Business — Our Products
  5. [5] Item 7, MD&A — Our Business Executive-Level Overview
  6. [6] Item 7, MD&A — Revenue
  7. [7] Item 7, MD&A — Gross Profit
  8. [8] Item 7, MD&A — Gross Profit
  9. [9] Item 7, MD&A — Selling, General and Administrative Expenses
  10. [10] Item 7, MD&A — Distributor Termination Fees
  11. [11] Item 7, MD&A — Other (Expense) Income, Net
  12. [12] Item 7, MD&A — Net Income Attributable to Common Stockholders
  13. [13] Item 7, MD&A — Net Income Attributable to Common Stockholders
  14. [14] Item 7, MD&A — Net Income Attributable to Common Stockholders
  15. [15] Item 7, MD&A — Liquidity and Capital Resources
  16. [16] Item 7, MD&A — Liquidity and Capital Resources
  17. [17] Item 7, MD&A — Liquidity and Capital Resources
  18. [18] Item 7, MD&A — Comparability with Prior Year
  19. [19] Item 7, MD&A — Comparability with Prior Year
  20. [20] Item 7, MD&A — Comparability with Prior Year
  21. [21] Item 7, MD&A — Revenue
  22. [22] Item 7, MD&A — Revenue
  23. [23] Item 7, MD&A — Revenue
  24. [24] Item 7, MD&A — Revenue
  25. [25] Item 7, MD&A — Revenue
  26. [26] Item 7, MD&A — Revenue
  27. [27] Item 7, MD&A — Revenue
  28. [28] Item 7, MD&A — Gross Profit
  29. [29] Item 7, MD&A — Net Income Attributable to Common Stockholders
  30. [30] Item 1, Business — Overview
  31. [31] Item 1, Business — Overview
  32. [32] Item 1, Business — Overview
  33. [33] Item 1, Business — Overview
  34. [34] Item 1, Business — Distribution
  35. [35] Item 1, Business — Overview
  36. [36] Item 5, Acquisitions — Big Beverages Acquisition
  37. [37] Item 7, MD&A — Income taxes
  38. [38] Item 1, Business — International
  39. [39] Item 1, Business — International
  40. [40] Item 1, Business — International
  41. [41] Item 7, MD&A — Our Business Executive-Level Overview
  42. [42] Item 7, MD&A — Pepsi Partnership
  43. [43] Item 7, MD&A — Pepsi Partnership
  44. [44] Item 7, MD&A — Our Business Executive-Level Overview
  45. [45] Item 7, MD&A — Our Business Executive-Level Overview
  46. [46] Item 5, Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividends
  47. [47] Item 5, Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Purchases of Equity Securities
  48. [48] Item 5, Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividends
  49. [49] Item 15, Shareholders' Equity — Employee Stock Purchase Plan
  50. [50] Item 1A, Risk Factors — 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.
  51. [51] Item 1A, Risk Factors — 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.
  52. [52] Item 1A, Risk Factors — 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.
  53. [53] Item 1A, Risk Factors — 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.
  54. [54] Item 1A, Risk Factors — Our continued expansion outside of the U.S. exposes us to uncertain conditions and other risks in international markets.
  55. [55] Item 1A, Risk Factors — Numerous U.S. and international laws, including export and import controls, affect our ability to compete in international markets.
  56. [56] Item 1A, Risk Factors — Tariffs, inflationary pressures and global supply-chain disruptions could increase costs and reduce profitability.
  57. [57] Item 1A, Risk Factors — 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.
  58. [58] Item 1A, Risk Factors — 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.
  59. [59] Item 7A, Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk
  60. [60] Item 1A, Risk Factors — We may be required in the future to record a significant charge to earnings if our goodwill or intangible assets become impaired.
  61. [61] Item 1A, Risk Factors — We may be required in the future to record a significant charge to earnings if our goodwill or intangible assets become impaired.
  62. [62] Item 17, Commitments and Contingencies — Strong Arm Productions

Analysis on 5/20/2026