XML 67 R10.htm IDEA: XBRL DOCUMENT v3.25.3
ORGANIZATION AND DESCRIPTION OF BUSINESS
9 Months Ended
Sep. 30, 2025
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 on Form 10-Q 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 on Form 10-Q are included within the
Master Glossary.
The Company develops, processes, markets, sells, manufactures and distributes differentiated products with innovative formulas,
many of which are clinically proven, as premium lifestyle beverages designed to fuel active and wellness-oriented consumers. The
Company’s portfolio primarily consists of energy drinks offered under the CELSIUS®, Alani Nu® and Rockstar® brands, with
CELSIUS® and Alani Nu® also offering a range of other wellness products. Together these brands serve a broad range of consumers
across the functional energy and other adjacent wellness categories.
The Company's products are available in the U.S., Canada, Europe, the Middle East and 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 Company entered into a series of transactions and agreements (described below) with Pepsi, pursuant to
which the Company (i) issued to Pepsi shares of Series B Preferred Stock and modified certain terms of the outstanding shares of
Series A Preferred Stock, all of which are held by Pepsi, (ii) acquired Rockstar in the U.S. and Canada and engaged Pepsi to
become the primary distributor of Alani Nu and Rockstar products in the United States (excluding Puerto Rico and the U.S. Virgin
Islands) and Canada, and (iii) enhanced its existing long-term commercial arrangement with Pepsi, pursuant to which, among other
things, Pepsi is required to use commercially reasonable efforts to sell and distribute the Company’s products in accordance with
the Captaincy.
Securities Purchase Agreement
On the Closing Date of the Pepsi Transactions, the Company entered into the Series B Purchase Agreement with Pepsi, pursuant to
which, on such date, the Company issued and sold to Pepsi, and Pepsi purchased from the Company, in a private placement exempt
from registration under the Securities Act, 390,000 shares of Series B Preferred Stock. Pursuant to the Series B Purchase
Agreement, the Company also granted Pepsi the right to currently designate one additional member to the Board, giving Pepsi a
total of two Board seats. As part of these transactions, the Series A Preferred Stock was modified to align key terms, such as
conversion and redemption dates, with those of the newly issued Series B Preferred Stock. For additional information, see Note 13.
Mezzanine Equity.
Transaction Agreement – Rockstar Acquisition and Captaincy
On the Closing Date of the Pepsi Transactions, the Company entered into the Transaction Agreement with Pepsi, pursuant to which
(i) the Company acquired certain assets and assumed certain liabilities, comprising Rockstar in the U.S. and Canada and (ii) the
Company and Pepsi commenced the Captaincy. The Captaincy is an enhanced, long-term arrangement pursuant to which Pepsi uses
commercially reasonable efforts to sell, distribute, and merchandise the Company’s products in accordance with jointly developed
sales, placement, and promotional priorities. On the Closing Date of the Pepsi Transactions, the Company issued Series B Preferred
Stock to Pepsi and amended the terms of the Series A Preferred Stock in connection with the Rockstar Acquisition, the Captaincy,
the A&R U.S. Distribution Agreement and an amended and restated distribution agreement with an affiliate of Pepsi, pursuant to
which such affiliate of Pepsi continues to be the Company’s primary distributor of Celsius products in Canada and has become the
Company’s primary Canadian distributor of Alani Nu’s products and Rockstar products. The transaction is subject to a customary
working capital adjustment in respect of the Rockstar Acquisition. The Captaincy commenced on the Closing Date of the Pepsi
Transactions and will continue during the term of the A&R U.S. Distribution Agreement. For additional information, see Note 4.
Revenue, Note 5. Acquisitions and Note 12. Related Party Transactions.
The Amended and Restated U.S. Distribution Agreement
On the Closing Date of the Pepsi Transactions, the Company entered into the A&R U.S. Distribution Agreement with Pepsi, which
amended and restated in its entirety the Original Distribution Agreement, predominantly to provide that Pepsi become the primary
distributor of Alani Nu and Rockstar products. The other material terms and covenants, including termination provisions, contained
in the Original Distribution Agreement remain in full force and effect in the A&R U.S. Distribution Agreement. In connection with
the transition of the distribution of Alani Nu products to Pepsi, the Company is incurring fees from the termination of agreements
with certain existing Alani Nu distributors. Pepsi has agreed to reimburse the Company for such distribution fees to facilitate the
transition of certain distribution rights to Pepsi. For additional information, see Note 4. Revenue and Note 12. Related Party
Transactions.
Alani Nu Acquisition
On the Closing Date of Alani Nu, the Company completed the Alani Nu Acquisition for a total consideration comprising (i)
$1,275.0 million in cash, subject to adjustment as set forth in the purchase agreement, (ii) an aggregate of 22,451,224 shares of the
Company's common stock and (iii) up to $25.0 million in additional cash consideration, payable only if revenue of Alani Nu’s
products meet or exceed an agreed upon target for calendar year 2025. In connection with the finalization of customary post-closing
adjustments in the third quarter of 2025, the Company made a payment of $22.4 million to the Sellers. For additional information,
see Note 5. Acquisitions.
Credit Agreement
On the Closing Date of Alani Nu, Celsius and certain of its subsidiaries, the lenders and issuing banks from time to time party
thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, entered into a Credit Agreement, which
provides for a term loan facility 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 paid to the Sellers (the remaining cash consideration was funded with
existing cash on hand), and the Revolving Credit Facility in an aggregate principal amount of up to $100.0 million, which remained
undrawn as of September 30, 2025. For additional information, see Note 6. Debt and Note 17. Subsequent Events.