0001341766-26-000024
SEC filingRevenue grew 85.5% to $2.52B, driven by Alani Nu acquisition, but net income fell due to distributor termination fees and interest expense.
Celsius Holdings, Inc. operates as a functional energy drink and wellness beverage company in the United States and internationally. The company develops, processes, markets, sells, manufactures, and distributes a portfolio of differentiated products with innovative formulas designed to positively impact consumers' lives. Its products are positioned as premium lifestyle beverages for active, wellness-oriented consumers. The portfolio primarily consists of energy drinks under the CELSIUS, Alani Nu, and Rockstar brands, with CELSIUS and Alani Nu also offering additional wellness products.
The Business section does not disclose any separate reporting segments. The company describes its portfolio as a unified collection of brands and product types serving the functional energy and adjacent wellness categories.
The company offers a range of product lines under three primary brands: CELSIUS (since 2005), Alani Nu (acquired), and Rockstar (acquired via Pepsi Transactions). Product types include ready-to-drink energy beverages (carbonated and non-carbonated in 12-ounce and 16-ounce cans), on-the-go powder and hydration sticks, and nutrition and wellness products (protein, amino blends, functional supplements). Formulations often feature caffeine, green tea extract, ginger root extract, amino acids, vitamins, electrolytes, and are typically zero sugar and low calorie.
Products are sold through multiple channels: conventional grocery, natural-food stores, convenience stores, fitness centers, mass-market retailers, vitamin specialty retailers, and e-commerce platforms (Amazon, Shopify, Instacart, Walmart.com). Domestically, distribution relies on a combination of DSD networks, independent distributors, and direct sales. A key component is the A&R Distribution Agreements with Pepsi, making Pepsi the primary distributor for Celsius, Alani Nu, and Rockstar in the U.S. and Canada under a long-term arrangement called the Captaincy. Internationally, the company uses regional distribution partners, including those within the Suntory Group. Customer concentration is high: sales to Pepsi constituted 43.2% of total revenue in 2025, and receivables from Pepsi were 46.2% of total receivables as of year-end.
The functional energy drink and liquid refreshment sectors are highly competitive. Direct competitors named include Monster Beverage Corporation, Red Bull GmbH, The Coca-Cola Company, Pepsi, Keurig Dr Pepper Inc., Nestlé S.A., BlueTriton Brands, Starbucks Corporation, Congo Brands, and Molson Coors. The company also competes broadly with all categories of non-alcoholic liquid refreshments.
Strategic priorities include: (1) Differentiation through bold graphics and vibrant packaging for strong shelf presence; (2) Building brand awareness via targeted marketing (sporting events, print, radio, digital, streaming, social media, TV, sponsorships, endorsements, in-store displays, branded vehicles for sampling); (3) Expanding internationally through partnerships (e.g., Suntory) and a newly appointed president for international operations; (4) Leveraging the enhanced long-term commercial arrangement (Captaincy) with Pepsi for optimized U.S. distribution; (5) Innovating product portfolio with functional ingredients and wellness formats to serve a broad consumer base.
As of December 31, 2025, the company employed 1,497 people globally: 1,335 in North America (1,322 U.S., 13 Canada), 158 in EMEA, and 4 in Asia-Pacific. None of domestic employees and only a limited number in Europe are represented by a labor union. The company emphasizes competitive compensation, development opportunities, diversity, and employee engagement through surveys and feedback. Technology and AI are used in workforce management but subject to human oversight and a Responsible AI Framework.
For the year ended December 31, 2025, Celsius revenue surged 85.5% to $2.52 billion, largely attributable to the Alani Nu acquisition (closed April 2025) which contributed approximately $1.0 billion. North America revenue grew 89.1%, while international segments (Europe +17.6%, Asia-Pacific +129.3%) showed expansion albeit from a smaller base. Gross profit increased 86.3% to $1.27 billion, with gross margin improving slightly to 50.4% from 50.2%, reflecting a mix of lower-margin acquired brands offset by product mix optimization and cost improvements.
Net income attributable to common stockholders fell to $63.8 million ($0.25 EPS) from $107.5 million ($0.46 EPS), despite the revenue surge. The decline was driven by $327.5 million in distributor termination fees incurred to transition Alani Nu distribution to Pepsi, $44.9 million in acquisition and integration costs, $13.8 million in contingent consideration remeasurement, and $49.0 million higher interest expense from new debt. These were partially offset by a $46.0 million favorable swing in a legal contingency.
North America remains the dominant segment, with revenue of $2.42 billion (96.3% of total). The Alani Nu acquisition added $1.0 billion, including initial inventory purchases by Pepsi, while the Rockstar acquisition contributed $55.6 million. Celsius brand organic growth also contributed, driven by expanded distribution, innovation, and brand awareness. International revenue totaled $92.8 million, with Europe contributing $72.5 million and Asia-Pacific $13.0 million, both benefiting from new market launches and strategic partnerships.
Management highlighted the expanded Pepsi partnership as a key strategic enabler, noting enhanced distribution for Alani Nu and Rockstar through Pepsi's network. The company expects to continue leveraging this relationship to drive scale and operational leverage. No formal quantitative guidance was provided, but management expects cash payments for income taxes to exceed expense in 2026 due to timing differences. Strategic priorities include innovation, marketing (e.g., 'Live. Fit. Go.' campaign), and geographic expansion. The company believes existing cash, operating cash flows, and the $100 million revolving credit facility are sufficient for working capital needs.
Cash and cash equivalents stood at $398.9M, down from $890.2M year-end 2024, reflecting heavy acquisition spending. Restricted cash of $141.1M is held for distributor termination payments. Total debt of $676.9M (net of $21.3M unamortized discount and costs) was incurred via the $900M term loan drawn for Alani Nu, partially repaid and refinanced in October 2025 to a $700M term loan due 2032. Shareholders' equity grew to $1.18B from $399.9M, driven by $722M of common stock issued for Alani Nu and retained earnings of $175.9M.
The only disclosed contractual obligations are operating lease payments totaling $20.6M (undiscounted) with annual amounts ranging from $5.0M in 2026 to $2.0M thereafter. No material purchase commitments or supply agreements are disclosed beyond routine trade payables and accrued expenses.
The company operates as a single reportable segment. Geographic revenue is predominantly North America ($2.42B, 96.3% of total), with Europe ($72.5M) and Asia-Pacific ($13.0M). No further segment-level operating income or margin is disclosed.
Celsius's risk factors are dominated by its heavy dependence on Pepsi, which accounts for 43.2% of revenue and 46.2% of receivables. The A&R Distribution Agreements and Pepsi's board representation create governance influence and potential conflicts of interest. Any termination or disagreement with Pepsi could cripple distribution. Similarly, the company relies on co-packers for most manufacturing; failures in quality or capacity could lead to product recalls and regulatory action.
The acquisitions of Alani Nu and Rockstar added $917.6 million in goodwill and $1.4 billion in intangible assets. Integration risks include brand cannibalization, cultural clashes, and unknown liabilities. Impaired goodwill would significantly impact earnings.
Celsius highlights evolving cybersecurity threats, including AI-driven attacks and misinformation. The company's Responsible AI Framework may not fully mitigate risks from biased AI outputs or data breaches, which could lead to operational disruptions and regulatory penalties.
Variable-rate debt exposes Celsius to interest rate fluctuations; a 1% rate increase adds $6.9 million annually. The company also faces raw material cost volatility and tariffs, with no hedging in place. Fluctuating foreign exchange rates and potential goodwill impairment add further financial risk.
Ongoing FDA scrutiny, Proposition 65, and potential energy drink regulations could restrict marketing or require costly label changes. The functional beverage market is highly competitive, with larger players like Monster and Red Bull leveraging AI for innovation and pricing.
International expansion brings exposure to political instability, FCPA compliance, and currency risk. Climate change may affect ingredient availability and increase compliance costs under evolving disclosure rules.
The provided document excerpt includes only the index to exhibits and signatures; the cash flow statement was not included in the input.