XML 78 R21.htm IDEA: XBRL DOCUMENT v3.25.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
In August 2022, the Company and Pepsi, a related party due to its ownership interest in the Company and Board representation,
entered into multiple agreements, including the Original Purchase Agreement, the Original Distribution Agreement, and the
Original Transition Agreement. Under the Original Purchase Agreement, the Company issued approximately 1.5 million shares of
non-voting Series A Preferred Stock to Pepsi for an aggregate purchase price of $550.0 million. The fair value of the Series A
Preferred Stock at issuance was estimated at $832.5 million, resulting in $282.5 million of excess fair value recorded as deferred
costs within the condensed consolidated balance sheets.
In August 2025, the Company entered into a series of strategic transactions with Pepsi. 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. The Company recorded an increase of $27.9 million to the Series A Preferred Stock carrying value as part of the
overall Pepsi Transactions. For additional information, see Note 5. Acquisitions and Note 13. Mezzanine Equity.
Under the Series B Purchase Agreement, which was also entered into in August 2025, the Company issued 390,000 shares of Series
B Preferred Stock to Pepsi. Each share of Series B Preferred Stock is convertible, subject to certain conditions and adjustments, into
approximately 29 shares of common stock, and Pepsi obtained the right to currently designate one additional Board member. The
Series B Preferred Stock issued in connection with the Pepsi Transactions had a stated purchase price of $585.0 million and
reflected a portion of the total non-cash consideration. The total non-cash consideration of $935.8 million comprised the fair value
of the newly issued Series B Preferred Stock and the modified Series A Preferred Stock. The total non-cash consideration was
allocated among the various components of the Pepsi Transaction, including the upfront payment to Pepsi for the Captaincy,
considering the allocation measurement principles of ASC 606, and the Rockstar Acquisition, based on the estimated value of
Rockstar. As part of these arrangements, the Company and Pepsi also entered into an A&R U.S. Distribution Agreement under
which Pepsi became the primary distributor of Celsius, Alani Nu, and Rockstar products in the U.S. and Canada. For additional
information see Note 4. Revenue, Note 5. Acquisitions and Note 13. Mezzanine Equity.
Pepsi provided the Company cash under the A&R U.S. Distribution Agreement to fund the terminations of Alani Nu's former
distributors. As of September 30, 2025, the Company had received $126.5 million in cash from Pepsi related to reimbursements for
distributor termination fees. The Company is entitled to receive an additional expected amount of $126.6 million in cash from Pepsi
for the remaining distributor termination fees. The cash received is recorded as restricted cash, and the expected receivable is
recorded within prepaid expenses and other current assets, both of which are presented on the condensed consolidated balance
sheets. Any excess cash is contractually restricted and due back to Pepsi.
On the Closing Date of the Pepsi Transactions, the Company recorded $253.0 million as deferred revenue under the A&R U.S.
Distribution Agreement related to the reimbursements for distributor termination fees, to be recognized on a straight-line basis over
the term of the distribution agreement. Unamortized deferred revenues (current and non-current) are included as separate line items
on the condensed consolidated balance sheets. For additional information see Note 4. Revenue.
The following table presents deferred revenue and deferred other cost balances related to the 2025 and 2022 transactions entered
into with Pepsi. Each of these amounts is included within the respective line item on the condensed consolidated balance sheets as
of September 30, 2025 and December 31, 2024.
September 30, 2025
Balance sheet line item
2025 Transaction
2022 Transaction
Total
Deferred other costs-current
$35,396
$14,124
$49,520
Deferred other costs-non-current
560,592
223,622
784,214
Deferred revenue-current
14,953
9,513
24,466
Deferred revenue-non-current
$236,801
$150,579
$387,380
December 31, 2024
Balance sheet line item
2025 Transaction
2022 Transaction
Total
Deferred other costs-current
$—
$14,124
$14,124
Deferred other costs-non-current
—
234,215
234,215
Deferred revenue-current
—
9,513
9,513
Deferred revenue-non-current
$—
$157,714
$157,714