COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
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Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Securities Litigation Concerning the Pepsi Distribution Agreement The Company and individual executives were named as defendants in two putative securities class actions, both filed in the U.S. District Court for the Southern District of Florida and concerning, among other things, allegedly false and misleading statements or omissions concerning the Company’s distribution agreement with Pepsi and the Company’s growth. The first putative securities class action was filed on November 22, 2024. The complaint asserted claims for violations of Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act. The second putative securities class action was filed on January 14, 2025. The complaint also asserted claims for violations of Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act. On March 3, 2025, the Court consolidated the two actions (the "Securities Class Action") and appointed Lead Plaintiff and Lead Counsel. The Lead Plaintiff filed an Amended Complaint on April 25, 2025, naming the Company, its CEO, CFO and Chief of Staff as defendants. The Amended Complaint asserts claims for violations of Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act. The Amended Complaint was filed on behalf of stockholders who purchased or otherwise acquired shares of the Company’s stock between May 9, 2023 and November 5, 2024. On June 13, 2025, the Company filed a motion to dismiss seeking complete dismissal of the Amended Complaint. After full briefing, the Magistrate Judge issued a Report and Recommendation on December 4, 2025, recommending that the motion to dismiss be granted. Lead Plaintiff filed an objection to the Report and Recommendation and the Company responded. On March 31, 2026, the District Court adopted the Magistrate Judge’s recommendation and dismissed the Amended Complaint while granting Lead Plaintiff leave to amend. Lead Plaintiff filed a Second Amended Complaint on April 20, 2026, asserting the same claims based on the same alleged conduct as the Amended Complaint and naming the Company, its CEO and its CFO as defendants. The Company moved to dismiss the Second Amended Complaint on May 20, 2026, and that motion was fully briefed on July 21, 2026. The Company has been named as a nominal defendant and certain of its current and former executive officers and directors have been named as defendants in derivative actions pending in federal and state court in Nevada, concerning, among other things, allegedly false and misleading statements or omissions concerning the Company’s distribution agreement with Pepsi and the Company’s growth. Two of the derivative actions were filed in the U.S. District Court for the District of Nevada. The first was filed on December 16, 2024, in the U.S. District Court for the District of Nevada (the "Dobler Derivative Action"). The Company was named as a nominal defendant. The complaint asserts claims for (i) violations of Section 14(a) of the Exchange Act, (ii) breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, (v) gross mismanagement, (vi) abuse of control and (vii) contribution under Section 10(b) and 21D of the Exchange Act, solely against the Company’s CEO and CFO. The second federal derivative action was filed on January 31, 2025, (the "Stoyanoff Derivative Action"). The Company was named as a nominal defendant. The complaint asserts claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) violations of Section 14(a) of the Exchange Act and Rule 14a-9, (v) abuse of control and (vi) waste of corporate assets. The Dobler Derivative Action and the Stoyanoff Derivative Action were consolidated on March 5, 2025. Three derivative actions were also filed in Nevada state court, in District Court, Clark County. The first of these state court derivative actions was filed on February 7, 2025, (the "Sunny Derivative Action"). The complaint asserts claims for (i) breach of fiduciary duty, (ii) unjust enrichment, (iii) abuse of control and (iv) waste of corporate assets. The second was filed on February 11, 2025, (the "Murphy Derivative Action"). The complaint asserts claims for (i) breach of fiduciary duty and (ii) unjust enrichment. The third derivative action was filed on March 31, 2025, (the "Flannery Derivative Action"). The complaint asserts claims for (i) breach of fiduciary duty and (ii) unjust enrichment. The Flannery Derivative Action, together with the Sunny Derivative Action and Murphy Derivative Action, are referred to as the "State Court Derivative Actions." The State Court Derivative Actions were consolidated on June 9, 2025. All of the derivative actions have been stayed unless and until: (i) the Securities Class Action is dismissed with prejudice, and all appeals related thereto have been exhausted; or (ii) the pending motion to dismiss in the Securities Class Action is denied in full or in part. The Company believes that the claims asserted in the Securities Class Action and derivative actions are without merit and that the likelihood of loss is remote. However, the ultimate outcome of these actions may differ materially from the Company’s current expectations and the Company is unable to reasonably estimate a range of losses at this time. The Company and the individual defendants intend to vigorously defend against the claims asserted in these actions. California Consumer Class Action On January 22, 2025, the Company and certain individuals were named as defendants in a putative class action filed in the U.S. District Court for the Central District of California. The complaint alleges, on behalf of a putative nationwide class of all purchasers of Celsius products, that plaintiff and other class members were misled regarding the alleged financial relationship between Celsius and the individual defendants, who allegedly promoted the Company’s products on social media. The complaint asserts claims for (i) violation of California’s Consumers Legal Remedies Act and Unfair Competition Law, (ii) unjust enrichment and (iii) negligent misrepresentation. On August 18, 2025, the court dismissed the plaintiff's complaint with leave to amend. On September 15, 2025, the plaintiff filed an amended complaint premised on the same claims. On October 15, 2025, a motion to dismiss, or in the alternative, transfer, the amended complaint was filed on behalf of all defendants. On June 17, 2026, following oral argument, the court granted the motion in part and dismissed the action in its entirety, with leave to amend. On July 8, 2026, plaintiff filed a Second Amended Class Action Complaint asserting the same claims as the prior complaint. The Company intends to move to dismiss the Second Amended Class Action Complaint at the appropriate time. The Company believes that the claims asserted in this putative class action are without merit and that the likelihood of loss is remote. However, the ultimate outcome of this action may differ materially from the Company’s current expectations and the Company is unable to reasonably estimate a range of losses at this time. The Company will vigorously defend itself against this allegation. Strong Arm Productions On May 4, 2021, plaintiffs Strong Arm Productions USA, Inc., Tramar Dillard professionally known as Flo Rida and D3M Licensing Group, LLC filed a lawsuit against the Company in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Plaintiffs asserted that the Company breached two endorsement and licensing agreements that were entered into between Plaintiffs and the Company in 2014 and 2016. Plaintiffs alleged the Company had reached certain revenue and sales benchmarks set forth in the 2014 agreement that entitled them to receive 2.25 million shares (as adjusted for the Forward Stock Split) of the Company's Common Stock. In addition, the Plaintiffs claimed they were entitled to receive unspecified royalties under the 2016 agreement. A jury trial commenced on this matter on January 10, 2023. On January 18, 2023, the jury rendered a verdict against the Company for $82.6 million in compensatory damages. On June 27, 2023, the court denied the Company’s post-trial motions which sought (i) dismissal of the case notwithstanding the verdict based on the plain language of the contracts at issue, (ii) in the alternative, granting a new trial or (iii) in the alternative, reducing the award of damages to $2.1 million, which reflects the Company’s stock price on the date that the jury found the relevant revenue and sales benchmarks at issue were met. The Company believed that the jury verdict was not supported by the facts of the case or applicable law and was the result of significant trial error and that there were strong grounds for appeal. The Company filed a notice of appeal to the Fourth DCA for the State of Florida on February 21, 2023. By order dated December 11, 2024, the Fourth DCA granted the Company’s requested relief, in part, by vacating the amount of the jury’s verdict and remanding for further fact finding on the appropriate amount of damages, while affirming the jury’s finding of liability. On December 19, 2024, the Company requested that the DCA rehear the appeal and on February 6, 2025, the DCA denied that rehearing request. On February 28, 2025, the Company filed a Notice to Invoke Discretionary Jurisdiction of the Florida Supreme Court. The Florida Supreme Court denied the Company’s request for discretionary review on November 12, 2025, foreclosing further appeal. Following remand, the trial court held a case management conference on January 27, 2026. At the conference, the trial court denied the Plaintiffs' request to strike the Company’s motion for summary judgment and ordered the Plaintiffs to respond to the Company's motion for summary judgment. The Plaintiffs filed their opposition brief and cross-motion for summary judgment on February 12, 2026, and a supplemental opposition brief on February 16, 2026. The Company filed its reply brief on February 20, 2026. The trial court held the oral argument on the motion for summary judgment on April 2, 2026, and on April 17, 2026, entered judgment in favor of the Plaintiffs in the amount of $101.1 million, inclusive of prejudgment interest. The Company has appealed the judgment to the Florida Fourth District Court of Appeal. On December 26, 2025, the same plaintiffs filed a new lawsuit against the Company, alleging that they are entitled to perpetual royalties at ten cents per case on each case of Sparkling Orange Celsius sold domestically from January 1, 2021, and asserting two causes of action, one for breach of contract and a second for an accounting. The Company was served with process in the lawsuit on April 10, 2026, and filed a motion to dismiss on April 30, 2026. Plaintiffs filed an opposition to the Company’s motion to dismiss on July 13, 2026, and the Company filed its reply brief on July 14, 2026. The trial court held the oral argument on the motion to dismiss on July 15, 2026. The Company denies any wrongdoing. The Company has estimated a range of possible outcomes between $61.3 million and $106.6 million, inclusive of prejudgment interest and attorney's fees. The Company accrued a liability in the amount of $85.0 million representing management's best estimate within the range of possible outcomes, reflected in accrued expenses in the Condensed Consolidated Balance Sheets as of June 30, 2026. The ultimate amount of the judgment that the Company may be required to pay may include additional attorney's fees and interest incurred between June 30, 2026 and the payment date, and could be materially different than the amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter. Eniva Trademark Litigation Concerning Vibe-Formative Marks On March 20, 2025, the Company filed a declaratory judgment action in the U.S. District Court for the District of Minnesota against Eniva, seeking a declaration that the Company's use and registration of various VIBE-formative marks do not infringe Eniva’s trademark rights. The dispute follows proceedings filed by Eniva at the Trademark Trial and Appeal Board, alleging that the Company's marks are likely to cause confusion with its own VIBE-registered mark used on liquid dietary supplements. On April 10, 2025, Eniva filed its answer and counterclaims, asserting, among other things, that the Company's use of the VIBE-formative marks constitutes trademark infringement under federal and state law, false designation of origin and unfair competition. Eniva further seeks an order declaring that the Company is not entitled to register its marks. Eniva seeks injunctive relief, damages, cancellation of the Company’s trademark applications and attorneys’ fees. Pursuant to the case schedule, dispositive motions are due on or before January 22, 2027. The Company believes the claims are without merit and intends to vigorously defend its rights to use its intellectual property. The Company accrued a liability of $0.2 million related to this matter as of June 30, 2026. The ultimate outcome may differ materially from the Company’s current expectations and the Company is unable to reasonably estimate a range of losses in excess of the amount accrued. Larissa Rodriguez v. Glazer’s On April 8, 2026, a wrongful-death action was filed in the District Court of Hidalgo County, Texas by the parents of Larissa Rodriguez against Glazer’s Beer and Beverage, LLC and Glazer’s Beer and Beverage of Texas, LLC, a former local distributor of Alani Nu products. The complaint alleges, among other things, that Ms. Rodriguez consumed one or more Alani Nu energy drinks and later died from cardiomyopathy allegedly caused by excessive caffeine consumption, and that the product was marketed toward minors without adequate warnings regarding alleged caffeine-related risks. The Company is not currently named as a defendant, but the matter relates to Alani Nu products and the Company has an obligation to indemnify the named defendants for a loss arising out of any actual or alleged injury or damages suffered in connection with the consumption or purchase of Alani Nu. The Company believes that the claims are without merit and is unable to predict the duration or ultimate outcome of this matter. Texas Attorney General Civil Investigative Demand In June 2026, the Company received a civil investigative demand from the Attorney General of the State of Texas under the Texas Deceptive Trade Practices-Consumer Protection Act. The demand requested information and documents relating to certain representations and practices concerning the Company’s products. The Company is cooperating with the Texas Attorney General’s Office in connection with the demand. The Company is unable to predict the outcome of any such investigation. Commitments As of June 30, 2026, the Company had purchase commitments to third parties of approximately $1,107.4 million due over the next five years. These purchase obligations are primarily related to third-party suppliers and have arisen through the normal course of business. Contracts that require the Company to purchase all or a portion of its requirements for a specific product or service from a supplier, but do not specify a fixed or minimum quantity, are excluded from the obligations quantified above. In addition, the Company from time to time enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to certain distribution agreements under which the Company may have to indemnify the Company’s customers from any claim, liability or loss arising out of any actual or alleged injury or damages suffered in connection with the consumption or purchase of the Company’s products or the use of Company trademarks. The terms of such obligations vary and typically, a maximum obligation is not explicitly stated.
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