UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 10, 2026, Mr. Eric Hanson, President and Chief Operating Officer, departed from Celsius Holdings, Inc. (the “Company”). Mr. Hanson is eligible to receive severance benefits under the Company’s Executive Severance Pay Plan in connection with his departure from the Company, subject to certain conditions of the plan.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on August 10, 2026 announcing the departure of Mr. Hanson and certain other management changes and is furnishing the information included as Exhibit 99.1 to this Current Report on Form 8-K which is incorporated by reference in this Item 7.01.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No | Description | |
| 99.1 | Press Release of Celsius Holdings, Inc. dated August 10, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELSIUS HOLDINGS, INC. | ||||||
| Date: August 10, 2026 | By: | /s/ Richard Mattessich | ||||
| Richard Mattessich, Chief Legal Officer | ||||||