ORGANIZATION AND DESCRIPTION OF BUSINESS |
6 Months Ended |
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Jun. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Business Overview References in this Quarterly Report to the “Company” or “Celsius” refer to Celsius Holdings, Inc. and its wholly owned subsidiaries. Definitions of certain capitalized terms used in this Quarterly Report are included within the Master Glossary. The Company develops, processes, markets, sells, manufactures and distributes premium lifestyle beverages with innovative formulas designed to fuel active and wellness-oriented consumers. The Company’s portfolio consists of a differentiated, multi-brand platform comprising CELSIUS®, Alani Nu® and Rockstar®, collectively forming a leading total energy portfolio. Each brand is positioned to serve distinct consumers, occasions and energy needs across the functional energy and adjacent wellness categories. The Company's products are available in the U.S., Canada, Europe, the Middle East and portions of the Asia-Pacific region. They are sold through multiple channels, including conventional grocery, natural-food and convenience stores, fitness centers, mass-market and vitamin specialty retailers and e-commerce platforms. On August 28, 2025, the Closing Date of the Pepsi Transactions, the Company entered into a series of strategic transactions with Pepsi. Pursuant to these transactions, the Company (i) acquired Rockstar in the U.S. and Canada, (ii) enhanced its existing long-term commercial arrangement with Pepsi through the Captaincy, pursuant to which Pepsi has agreed to use commercially reasonable efforts to sell and distribute the Company's products in the U.S. in accordance with jointly developed sales, placement and promotional priorities, (iii) entered into the A&R Distribution Agreements, under which Pepsi became the primary distributor of Alani Nu and Rockstar products in the U.S. and Canada in addition to its existing role as primary distributor of Celsius products in those regions and (iv) issued 390,000 shares of Series B Preferred Stock to Pepsi and amended certain terms of the outstanding Series A Preferred Stock, including aligning conversion and redemption dates. In connection with the share issuance, Pepsi was granted the right to designate one additional Board member for a total of two Board seats, which number may in certain circumstances be ratably increased upon a subsequent expansion of the number of persons serving on the Board. On April 1, 2025, the Company completed the Alani Nu Acquisition. Subsequently, in connection with the A&R Distribution Agreements entered into on August 28, 2025 and the Channel Transition Amendment entered into on May 21, 2026, the Company terminated certain former Alani Nu distributor agreements and transferred the related territory rights to Pepsi. As part of the initial round of terminations under the A&R Distribution Agreements, Pepsi reimbursed the Company $275.0 million for related termination fees, with amounts paid by Pepsi to the Company contractually restricted for use solely to satisfy termination obligations. Termination fees incurred in excess of this amount for such distributors were funded by the Company. Subsequently, under the Channel Transition Amendment, an additional group of former Alani Nu distributor agreements was terminated, for which Pepsi reimbursed the Company $81.1 million for related termination fees, with amounts similarly restricted for use solely to satisfy the related obligations. As of June 30, 2026, the Company had fully utilized all amounts received from Pepsi under the A&R Distribution Agreements and substantially all amounts received under the Channel Transition Amendment. For more information, see Note 4. Revenue, Note 5. Acquisitions, Note 9. Accrued Distributor Termination Fees, Note 11. Related Party Transactions and Note 12. Mezzanine Equity.
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