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REVENUE
 9 Months Ended
Sep. 30, 2025
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The
primary performance obligation is the promise to sell finished products to customers, including distributors, wholesalers, and
retailers. Performance obligations are typically satisfied once control or title is transferred based on the commercial terms of the
applicable agreements with customers. Revenue is measured as the amount of consideration the Company expects to receive in
exchange for transferring goods. Revenue is recorded net of variable consideration, such as provisions for returns, discounts and
allowances. Such provisions are calculated using historical averages and are adjusted to reflect anticipated changes based on current
business conditions. Consideration given to customers for advertising is recognized as a reduction of revenue except to the extent
that there is a distinct good or service at or below fair market value, in which case the expense is classified as selling, general and
administrative expenses in the Company's condensed consolidated statements of operations and comprehensive income. The
amount of consideration the Company receives and revenue the Company recognizes varies with changes in incentives the
Company offers to its customers and their customers.
The following table sets forth the amount of revenue by geographical location for the three and nine months ended September 30,
2025 and September 30, 2024:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
North America
$701,990
$247,125
$1,722,983
$968,988
Europe
17,691
16,243
54,651
47,069
Asia-Pacific
3,518
594
10,143
2,129
Other
1,907
1,786
5,864
5,247
Revenue
$725,106
$265,748
$1,793,641
$1,023,433
All of the Company’s North American revenue was derived from the U.S. and Canada.
Promotional (Billback) Allowances
The Company’s promotional allowance programs with its customers are executed through separate agreements in the ordinary
course of business (variable consideration). These agreements can provide for one or more of the arrangements described below and
are of varying duration. The Company’s billbacks are calculated based on various programs with distributors and retail customers,
and accruals are established for the Company’s anticipated liabilities. These accruals are based on agreed upon terms as well as the
Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer
participation and the performance of distributors and retail customers. Differences between estimated and actual promotional and
other allowances are recognized in the period such differences are determined.
Promotional allowances are recorded as reductions to revenue and primarily include consideration given to the Company’s
distributors or retail customers including, but not limited to the following:
•discounts from list prices to support price promotions to end-consumers by retailers;
•reimbursements given to distributors for agreed portions of their promotional spend with retailers, including slotting, shelf
space allowances and other fees for both new and existing products;
•the Company’s agreed share of fees given to distributors and/or directly to retailers for certain advertising, in-store
marketing and promotional activities that cannot be separated from the transaction price;
•the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/
or wholesalers;
•incentives provided to distributors and/or retailers for achieving or exceeding certain predetermined volume goals or other
incentive targets;
•discounted products;
•contractual fees given to distributors for items sold below defined pricing targets; and
•contractual fees paid to the Company’s distributors related to sales made by the Company directly to certain customers
within the distributors’ sales territories.
For the three months ended September 30, 2025 and September 30, 2024, promotional allowances included as a reduction of
revenue were $246.0 million and $110.3 million, respectively. For the nine months ended September 30, 2025 and September 30,
2024, promotional allowances included as a reduction of revenue were $545.9 million and $326.7 million, respectively.
Accrued promotional allowances were $234.1 million and $135.9 million as of September 30, 2025 and December 31, 2024,
respectively.
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. Under the Captaincy, Pepsi is obligated to use commercially reasonable efforts to
sell and distribute the Company’s energy drink portfolio in the U.S. and to prioritize the Company's products within its beverage
distribution system. The arrangement provides the Company with enhanced control and oversight of the energy drink category
within Pepsi’s U.S. distribution network, including the ability to determine product facings, merchandising allocations and certain
promotional priorities for energy beverages. In connection with the A&R U.S. Distribution Agreement, the Company recognized an
asset of $598.8 million for a payment to its customer, which is presented within deferred other costs, current and non-current, on the
condensed consolidated balance sheets. The asset is being amortized as a reduction of revenue over the approximate 17 year term of
the A&R U.S. Distribution Agreement in accordance with ASC 606. For additional information, see Note 5. Acquisitions and Note
12. Related Party Transactions.
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 include Pepsi’s distribution of Alani Nu
and Rockstar products (in addition to existing Celsius products). The other material terms and covenants, including termination
provisions, contained in the Original Distribution Agreement remain in full force and effect. In connection with this product
transition, the Company has incurred fees from the termination of agreements with certain existing Alani Nu distributors and the
transfer of territory rights to Pepsi. Pepsi will reimburse the Company for such fees to facilitate the transition of these distribution
rights to Pepsi. Amounts received from Pepsi are contractually restricted to be used only to pay termination fees owed to other
distributors. Any excess cash received over amounts paid to other distributors must be refunded to Pepsi. After deducting amounts
paid to terminated distributors, the net cash balance is presented as restricted cash on the condensed consolidated balance sheets.
Amounts received pursuant to the A&R U.S. Distribution Agreement relating to the costs associated with terminating the
Company’s prior distributors have been accounted for as deferred revenue and are being recognized ratably over the approximate
17-year term of the A&R U.S. Distribution Agreement. For additional information about deferred revenue, see Note 12. Related
Party Transactions.