Every 8-K that Celsius Holdings, Inc. (CELH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CELH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CELH filings page.
Celsius Holdings, Inc. reported leadership changes tied to an organizational realignment supporting its total energy portfolio strategy. Effective August 10, 2026, Eric Hanson, President and Chief Operating Officer, departed the company and is eligible for severance benefits under the Executive Severance Pay Plan, subject to plan conditions.
Effective the same date, Tyler Bohannon, previously EVP of North American Sales, was appointed Chief Commercial Officer, leading field sales, key retailer accounts, DSD operations and revenue growth management. Effective July 1, 2026, Tony Guilfoyle, formerly Chief Customer Officer, was appointed to the newly created role of Chief Business Transformation Officer, overseeing enterprise-wide initiatives focused on cross-functional execution, operational excellence, AI adoption and capability building. The company describes these moves as aligning leadership with long-term portfolio growth strategy.
Celsius Holdings, Inc. reported record second quarter 2026 revenue of $817.9 million, up 11% from a year earlier, with North America contributing $790.7 million and International $27.2 million. Alani Nu® generated about $364.4 million and Rockstar Energy® $66.5 million, while CELSIUS brand revenue declined roughly 11.7% year over year.
Gross profit was $393.7 million and gross margin was 48.1%, compared with 51.5% a year ago, reflecting higher promotional activity and channel mix. Net income was $55.3 million and diluted EPS $0.14, versus $0.33 in 2025, including $80.9 million of distributor termination fees; non‑GAAP adjusted EBITDA was $184.2 million and adjusted diluted EPS $0.36. For the first half of 2026, revenue reached $1.60 billion, up about 50%, with adjusted EBITDA of $379.6 million. The portfolio held an estimated 20.1% dollar share of the U.S. ready‑to‑drink energy category and contributed about 30% of zero‑sugar category growth. Cash and cash equivalents were $631.2 million at June 30, 2026 after approximately $100.4 million of Q2 share repurchases.
Celsius Holdings, Inc. entered into a Second Amendment to its existing Credit Agreement, reducing the applicable interest rate on its Term Loan Facility by 0.25%, with a potential additional 0.25% reduction if it achieves certain public corporate or corporate family ratings on an ongoing basis. The underlying Credit Agreement, originally entered into on April 1, 2025, provides for a term loan facility of up to $900.0 million and a revolving credit facility of up to $100.0 million, and all other material terms, including the Revolving Facility interest rate, remain unchanged.
On July 15, 2026, the company refinanced its prior $700.0 million Existing Term Loan by repaying it in full using all proceeds from a new $694.75 million term loan under the Term Loan Facility, which now bears the reduced interest rate set by the Second Amendment. Celsius did not incur any prepayment penalties in connection with this refinancing.
Celsius Holdings furnished an investor presentation for a Deutsche Bank consumer conference that highlights very strong Q1 2026 results and recent acquisitions. Revenue for Q1 2026 reached $782.6 million, up 138% from $329.3 million, driven by contributions from Alani Nu and Rockstar Energy.
North America revenue was $747.3 million, up 144%, while international revenue grew 55% to $35.3 million. Net income rose to $110.1 million from $44.4 million, with diluted EPS increasing to $0.33 from $0.15. Adjusted diluted EPS was $0.41 versus $0.18, and Adjusted EBITDA climbed to $195.5 million from $69.7 million, expanding Adjusted EBITDA margin to 25.0% from 21.2%.
The presentation notes portfolio gains in U.S. energy drink market share, substantial integration progress for Alani Nu and Rockstar, about $50 million of annual synergies captured, and continued use of non‑GAAP metrics such as Adjusted EBITDA and Adjusted SG&A to evaluate performance.
Celsius Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 28, 2026. Stockholders elected 10 directors to serve until the 2027 annual meeting, with each nominee receiving more votes for than against.
Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 152,191,085 votes for and 4,591,285 against. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 190,729,091 votes for and 199,278 against.
Celsius Holdings reported a very strong first quarter of 2026, driven by acquisitions and continued brand growth. Revenue rose to $782.6 million from $329.3 million, a 138% increase, with North America contributing $747.3 million and international revenue $35.3 million.
Net income grew to $110.1 million from $44.4 million, and diluted EPS doubled to $0.33. Adjusted EBITDA increased to $195.5 million, a 25.0% margin. CELSIUS brand revenue grew about 6%, while newly acquired Alani Nu and Rockstar Energy added $368.1 million and $66.6 million of sales. Gross margin declined to 48.3% from 52.3% as these brands currently carry lower margins, though management highlighted ongoing cost and mix initiatives. The company repurchased approximately $24.1 million of shares and ended the quarter with $549.2 million of cash and cash equivalents.
Celsius Holdings reported a defining 2025, with record full-year revenue of $2,515.3 million, up 85.5% from 2024, driven by the Alani Nu and Rockstar Energy acquisitions and 7.5% growth in the CELSIUS brand. Fourth-quarter revenue rose 117% to $721.6 million.
Full-year gross margin edged up to 50.4%, while non-GAAP adjusted EBITDA more than doubled to $619.6 million with a 24.6% margin. GAAP diluted EPS fell to $0.25 from $0.45, reflecting $327.5 million in distributor termination costs, acquisition-related expenses and higher SG&A. The company repaid $197.8 million of debt, repurchased $39.8 million of stock, and ended 2025 with $398.9 million in cash and cash equivalents.
Celsius Holdings reported several leadership changes. On February 10, 2026, Israel Kontorvsky and Michael Del Pozzo resigned from the board, and the company appointed PepsiCo executives Chrysso (Christy) Jacoby, 55, and John Short, 53, to fill the vacant seats until the 2026 annual meeting.
Jacoby joins the Audit and Enterprise Risk Committee and Short joins the Governance and Nominating Committee. Both were designated under PepsiCo’s August 28, 2025 securities purchase agreement and will not receive board compensation. The board also named Tony Guilfoyle Chief Customer Officer, and he will no longer be considered an executive officer under SEC rules.
Celsius Holdings (CELH) filed an amended Form 8-K to add the required financial statements and unaudited pro forma information related to its completed acquisition of the Rockstar Energy brand in the U.S. and Canada. The amendment includes audited abbreviated financial statements for Rockstar as of and for the years ended December 28, 2024 and December 30, 2023, unaudited interim abbreviated financial statements as of June 14, 2025 and December 28, 2024 and for the 24 weeks ended June 14, 2025 and June 15, 2024, and unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 and for the six months ended June 30, 2025.
The company notes the pro forma data are presented for informational purposes only and are not necessarily indicative of future results.
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.
Celsius Holdings (CELH) furnished its Q3 2025 results update. The company announced financial results for the third quarter and nine months ended September 30, 2025, and made its press release available as Exhibit 99.1.
Management scheduled a webcast on November 6, 2025 at 8:00 a.m. Eastern Time to discuss the results, with access via the company’s investor relations website. An investor presentation for the quarter is also available online. The materials, including Exhibit 99.1, are furnished and not deemed filed under Section 18 of the Exchange Act.
Celsius Holdings, Inc. furnished an investor presentation to a syndicate of lenders as it evaluates a potential repricing and refinancing of its existing credit facilities. To comply with Regulation FD, the company is making selected financial information from this presentation publicly available as an exhibit.
The presentation includes unaudited pro forma financial information reflecting the April 1, 2025 acquisition of Alani Nutrition LLC as if it had been owned during the periods shown. Celsius explains that these pro forma figures are not prepared under Article 11 of Regulation S-X, may differ materially from Article 11-compliant data, and are for informational purposes only. The materials also contain non-GAAP financial measures, with reconciliations to GAAP provided in the exhibit, which the company believes help investors better understand its operations and assess shareholder value.
Celsius Holdings, Inc. entered into a series of transactions with PepsiCo, Inc. under which PepsiCo previously purchased 1,466,666 shares of Series A Convertible Preferred Stock and, on the Closing Date, purchased 390,000 shares of newly created Series B Convertible Preferred Stock for an aggregate purchase price of $585.0 million in cash. Each share of Series B is initially convertible into 11,304,348 shares of common stock (on an as-converted basis). The parties amended and restated the registration rights agreement to include the common stock issuable on conversion of Series B and preserved customary demand, resale and piggyback registration rights for PepsiCo. PepsiCo became the Company’s exclusive U.S. distributor for certain beverage products in the defined territory under an amended distribution agreement, and a channel transition agreement covers transfer of certain existing Alani Nu distribution rights and related financial commitments. The Board was increased from nine to ten members and Michael Del Pozzo was appointed as a PepsiCo designee; board designation rights for PepsiCo are subject to ownership thresholds. Several definitive agreements and certificates were executed and filed as exhibits.
Celsius Holdings (NASDAQ: CELH) filed a Form 8-K on June 28, 2025, reporting the filing of legal exhibits related to an unspecified corporate action. The key exhibits include:
- Opinion from Greenberg Traurig, LLP (Exhibit 5.1)
- Consent from Greenberg Traurig, LLP (Exhibit 23.1)
- Cover Page Interactive Data File in XBRL format (Exhibit 104)
The filing was signed by Richard Mattessich, Chief Legal Officer. While this 8-K appears to be primarily administrative in nature, serving to supplement previous filings with legal documentation, investors should monitor for any subsequent disclosures that may provide additional context about the underlying corporate action requiring these legal opinions.