| Item 1.01. |
Entry into a Material Definitive Agreement. |
As previously reported, on April 1, 2025, Celsius Holdings, Inc., a Nevada corporation (the “Company”), and its wholly owned subsidiary, Celsius, Inc., as borrowers, certain subsidiaries of the Company as guarantors, the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (the “Agent”), entered into a Credit Agreement (the “Credit Agreement”), providing for a term loan facility in an aggregate principal amount of up to $900.0 million (the “Term Loan Facility”), and a revolving credit facility in an aggregate principal amount of up to $100.0 million (the “Revolving Facility”). Also as previously reported, on October 2, 2025, the Company entered into a first refinancing amendment to the Credit Agreement (the “First Amendment”), together with Celsius Inc., certain subsidiaries of the Company, the Agent and the lenders party thereto, which amended the Credit Agreement to reduce the applicable interest rates with respect to the Term Loan Facility and the Revolving Facility in each case by 0.75%. In connection with the First Amendment, the Company had drawn a new $700.0 million term loan under the Term Loan Facility (the “Existing Term Loan”).
On July 15, 2026, the Company entered into a second refinancing amendment to the Credit Agreement (the “Second Amendment”), together with Celsius, Inc., certain subsidiaries of the Company, the Agent and the lenders party thereto, which amended the Credit Agreement to reduce the applicable interest rate with respect to the Term Loan Facility by 0.25%, with a potential additional reduction of 0.25% should the Company achieve certain public corporate or corporate family ratings on an ongoing basis. All other material terms of the Credit Agreement, including the applicable interest rate with respect to the Revolving Facility, remain unchanged.
In connection with the Second Amendment, on July 15, 2026, the Company repaid the entirety of the Existing Term Loan using all of the proceeds from a new $694.75 million term loan under the Term Loan Facility, which bears interest at the reduced interest rate provided by the Second Amendment. The Company did not incur any prepayment penalties in connection with such refinancing.
The foregoing description of the Second Amendment is only a summary and is qualified in its entirety by reference to the full text of the Second Amendment (including the Credit Agreement, as amended by the First Amendment and the Second Amendment, attached as Exhibit A to the Second Amendment), which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.