v3.26.3
DEBT
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
Debt consisted of the following as of September 30, 2026 and December 31, 2025:
September 30, 2026December 31, 2025
Term loan, due 2032$693,013 $698,250 
Less: current portion [1]
(6,948)(7,000)
Less: unamortized discount and debt issuance costs(18,310)(21,324)
Total long-term debt$667,755 $669,926 
[1] The current portion of the Company’s debt is included in other current liabilities on the Condensed Consolidated Balance Sheets.
The fair value of the Term Loan Facility was $661.1 million at September 30, 2026. At December 31, 2025, the carrying value of the Term Loan Facility approximated its fair value.

The Company’s remaining debt outstanding as of September 30, 2026 matures as follows:

2026$1,737 
20276,948 
20286,948 
20296,948 
20306,948 
Thereafter663,484 
Total debt$693,013 
Unamortized discounts and debt issuance costs(18,310)
Total debt, net of unamortized discounts and debt issuance costs$674,703 

Credit Agreement

On April 1, 2025, Celsius Holdings, Inc. and Celsius, Inc., as borrowers, together with certain subsidiaries of Celsius as guarantors, entered into the Credit Agreement with the lenders and issuing banks party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent. The Credit Agreement provided for a Term Loan Facility originally in an aggregate principal amount of up to $900.0 million, which was fully drawn on the Closing Date of Alani Nu to fund a portion of the cash consideration, payable to the Sellers in the Alani Nu Acquisition, and the Revolving Credit Facility in an aggregate principal amount of up to $100.0 million (which could include the issuance of letters of credit in a stated face amount of up to, but not exceeding, $50.0 million). The obligations under the Credit Agreement are guaranteed by certain wholly owned domestic subsidiaries of the Company, subject to customary exclusions, and are secured by a first-priority security interest in substantially all of the assets of the Company, the borrowers and the guarantors. The Term Loan Facility matures on April 1, 2032 and the Revolving Credit Facility matures on April 1, 2030.

In October 2025, the Company amended the Credit Agreement through the First Refinancing Amendment to refinance the existing Term Loan Facility and reduce the applicable interest rate margin by 0.75% on both the Term Loan Facility and the Revolving Credit Facility. All other material terms of the Credit Agreement remained unchanged. Immediately prior to the First Refinancing Amendment, the Company repaid $197.8 million of the outstanding principal of the Term Loan Facility, reducing the principal to $700.0 million at the time of refinancing. The Company accounted for the transaction as a debt modification with a partial extinguishment which was related to the repayment immediately prior to the amendment. As a result, the Company recorded a loss on extinguishment of debt of approximately $6.0 million, which was included in Total other expense, net, in the Consolidated Statements of Operations and Comprehensive Income.

In July 2026, the Company entered into the Second Refinancing Amendment to the Credit Agreement, which refinanced the existing Term Loan Facility and reduced the applicable interest rate by 0.25%, with a potential additional reduction of 0.25% if the Company achieves and maintains certain public corporate or corporate family ratings. All other material terms of the Credit Agreement, including the interest rate applicable to the Revolving Credit Facility, remained unchanged. The refinancing was structured as a new term loan with a principal amount of $694.8 million, equal to the remaining outstanding balance of the term loan prior to the refinancing, bearing interest at the reduced rate provided under the Second Refinancing Amendment. No prepayment penalties were incurred. In connection with the Second Refinancing Amendment, certain lenders exited the syndicate, which resulted in extinguishment accounting for the portion of the debt attributable to those lenders. As a result, the Company recognized a loss on extinguishment of debt of approximately $1.4 million, which is included in Other, net in the Condensed Consolidated Statements of Operations and Comprehensive Income. The portion of the refinancing involving continuing lenders was accounted for as a debt modification. In addition, certain new lenders joined the syndicate, and the borrowings attributable to those lenders were accounted for as new debt issuances. In connection with the refinancing, the Company recorded a $48.2 million payment to exiting lenders and proceeds in an equal amount from new lenders and continuing lenders that increased their holdings. These amounts are presented on a gross basis as payments on and proceeds from Term Loan refinancing within financing activities in the Condensed Consolidated Statements of Cash Flows. In connection with the refinancing, the Company incurred $0.5 million of original issuance costs, which were deferred and will be amortized over the term of the Term Loan Facility. Third-party fees were expensed as incurred and totaled approximately $0.3 million.
The following table summarizes the material interest rate terms applicable to borrowings under the Credit Agreement. Borrowings bear interest at either a benchmark rate or an alternate base rate, in each case plus the applicable rate. Applicable rates are subject to a potential reduction of 0.25% if the Company achieves certain public corporate or corporate family ratings on an ongoing basis:

FacilityRate TypeApplicable Rate
Term Loan Facility
Benchmark Rate[1]
2.00%
Alternate Rate[2]
1.00%
Revolving Credit Facility
Benchmark Rate[1]
2.25%
Alternate Rate[2]
1.25%
Commitment Fee[3] (unused portion)
0.50%
[1] Bear interest at the benchmark rate, including Term Secured Overnight Financing Rate or, in the case of certain foreign currency borrowings, Euro Interbank Offered Rate, plus the applicable rate shown above.
[2] Bear interest at the alternate base rate, plus the applicable rate shown above. The alternate base rate is defined as the highest of (i) the U.S. prime rate, (ii) the federal funds rate plus 0.50%, (iii) the Benchmark Rate for an interest period of one month plus 1.00% and (iv) 1.00%.
[3] The commitment fee is payable on the unused portion of the Revolving Credit Facility.

The effective interest rate on the Term Loan Facility as of September 30, 2026 was 6.33%.

There were no borrowings and no letters of credit outstanding under the Revolving Credit Facility as of September 30, 2026. As of September 30, 2026, the Company’s unamortized debt issuance costs related to the Revolving Credit Facility were $1.9 million and are included in other long-term assets on the Condensed Consolidated Balance Sheets.

The Credit Agreement requires quarterly payments equal to 0.25% of the $694.8 million refinanced principal amount under the Term Loan Facility. Additionally, the Credit Agreement requires mandatory prepayments in connection with certain asset sales, the incurrence of certain additional indebtedness and the Company’s operating performance, in each case subject to various limitations and exceptions.

The Credit Agreement further contains certain customary restrictive covenants that, among other things, generally limit the ability of the Company and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) sell assets, (iv) enter into transactions with affiliates, (v) effect mergers and (vi) incur indebtedness. The Credit Agreement additionally contains customary representations, warranties, affirmative covenants and events of default (subject to grace periods). As of September 30, 2026, management had not identified any events of non-compliance with the covenants under the Credit Agreement.