[8-K] Celsius Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Celsius Holdings (CELH) announced that its Board approved a share repurchase program authorizing the Company to buy back up to $300.0 million of its common stock. Repurchases may occur through open‑market purchases (including under a Rule 10b5‑1(c) trading plan), privately negotiated transactions, accelerated share repurchase arrangements, or other available methods.

The program has no expiration date, does not obligate the Company to repurchase any shares, and may be modified, suspended, or terminated by the Board at any time. The announcement was conveyed via a press release furnished as Exhibit 99.1.

Insights

Equity Capital Markets Analyst

$300.0M buyback authorization adds flexibility; execution discretionary.

Celsius Holdings authorized repurchases of up to $300.0 million of common stock. The plan allows multiple execution methods, including open-market purchases, Rule 10b5‑1(c) plans, privately negotiated trades, and accelerated share repurchases, offering broad tactical optionality.

The authorization has no expiration and creates no obligation to buy shares, and the Board can modify, suspend, or terminate it at any time. Actual impact will depend on if, when, and how repurchases occur under the listed methods.

The press release was furnished as Exhibit 99.1 on November 10, 2025. Specific timing or pace of any repurchases was not detailed in the excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2025

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-34611		20-2745790
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2381 NW Executive Center Drive, Boca Raton, Florida 33431

(Address of principal executive offices and zip code)

(561) 276-2239

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share		CELH		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On November 10, 2025, Celsius Holdings, Inc., a Nevada corporation (the “Company”), issued a press release announcing that the Company’s Board of Directors (the “Board”) approved a share repurchase program, pursuant to which the Company may repurchase up to $300.0 million of shares of its common stock, par value $0.001 per share. Share repurchases, if any, may be executed through various means, including open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) under the Exchange Act of 1934, as amended (the “Exchange Act”), privately negotiated transactions, pursuant to accelerated share repurchase transactions, or other available means. The share repurchase program does not obligate the Company to purchase any shares and has no expiration date. Authorization for the share repurchase program may be modified, suspended or terminated by the Board in its discretion at any time.

A copy of the press release announcing the share repurchase program is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of 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 issued by Celsius Holdings, Inc. on November 10, 2025
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: November 10, 2025				By:		/s/ Jarrod Langhans
						Jarrod Langhans, Chief Financial Officer

FAQ

What did Celsius Holdings (CELH) announce?

The Board approved a share repurchase program authorizing buybacks of up to $300.0 million of common stock.

How much stock may CELH repurchase under the program?

Up to $300.0 million of its common stock.

What methods can CELH use to repurchase shares?

Open market purchases (including under a Rule 10b5-1(c) plan), privately negotiated transactions, accelerated share repurchases, or other available methods.

Does the CELH buyback program have an expiration date?

No. The authorization has no expiration date.

Is CELH required to repurchase shares under this authorization?

No. The program does not obligate the Company to purchase any shares.

Can the CELH Board change or end the program?

Yes. The Board may modify, suspend, or terminate the authorization at any time.

How was the buyback announcement communicated?

Via a press release furnished as Exhibit 99.1.