8-K
Celsius Holdings, Inc. (CELH)
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): August 7, 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 (see General Instruction A.2. below):
| ☐ | 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 o
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. o
Item 2.02 Results of Operations and Financial Condition.
On August 7, 2025, Celsius Holdings, Inc., a Nevada corporation ("Celsius"), issued an earnings release announcing its financial results for the second quarter and six months ended June 30, 2025 and that Celsius' management team will host a webcast that day at 8:00 a.m. Eastern Time to discuss the financial results with the investment community. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 2.02.
The webcast may be accessed at https://ir.celsiusholdingsinc.com beginning 15 minutes before the start time.
Item 7.01 Regulation FD Disclosure.
The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01. In addition, Celsius is providing a second quarter 2025 investor presentation which it has furnished as Exhibit 99.2 to this Current Report on Form 8-K and which is incorporated by reference in this Item 7.01.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, datedAugustex9912q2025.htm7, 2025, regarding the Company’s financial results |
| 99.2 | Investor Presentation, datedAugustq22025investorpresentati.htm7, 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: August 7, 2025 | By: | /s/ John Fieldly |
| John Fieldly, Chief Executive Officer |
Document
Celsius Holdings Reports Second Quarter 2025 Financial Results
Record quarterly revenue of $739M reflects Alani Nu® acquisition and accelerating demand for Celsius Holdings’ modern energy portfolio, which is driving category growth
Celsius Holdings reaches 17.3% share of US energy drink category, up 180bps versus a year ago, led by demand for zero sugar, functional beverages1
Results reflect the company’s focus on execution in a fast-growing, consumer-led category undergoing rapid transformation
BOCA RATON, Fla., Aug. 7, 2025 — Celsius Holdings, Inc. (Nasdaq: CELH) (“Celsius Holdings” or “the company”) today reported second quarter 2025 financial results.
Summary of Second Quarter 2025 Financial Results
| Summary Financials | 2Q 2025 | 2Q 2024 | Change | 1H 2025 | 1H 2024 | Change |
|---|---|---|---|---|---|---|
| (Millions except for percentages and EPS) | ||||||
| Revenue | $739.3 | $402.0 | 84% | $1,068.5 | $757.7 | 41% |
| N. America | $714.5 | $382.4 | 87% | $1,021.0 | $721.9 | 41% |
| International | $24.8 | $19.6 | 27% | $47.5 | $35.8 | 33% |
| Gross Margin | 51.5% | 52.0% | -50 BPS | 51.8% | 51.6% | +20 BPS |
| Net Income | $99.9 | $79.8 | 25% | $144.3 | $157.6 | (8)% |
| Net Income att. to Common Shareholders | $85.7 | $66.7 | 28% | $119.9 | $131.5 | (9)% |
| Diluted EPS | $0.33 | $0.28 | 18% | $0.48 | $0.55 | (13)% |
| Adjusted Diluted EPS* | $0.47 | $0.28 | 68% | $0.65 | $0.55 | 18% |
| Adjusted EBITDA* | $210.3 | $100.4 | 109% | $280.0 | $188.4 | 49% |
*The company reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), but management believes that disclosure of Adjusted EBITDA and Adjusted Diluted EPS, which are non-GAAP financial measures that management uses to assess our performance, may provide users with additional insights into operating performance. Please see “Use of Non-GAAP Measures” and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, both of which can be found below.
John Fieldly, Chairman and CEO of Celsius Holdings, said: “Celsius Holdings delivered strong results in the second quarter, supported by solid sales growth for the CELSIUS and Alani Nu brands and operational efficiencies across our business. As momentum builds across the energy category, our brands continue to lead - driving household penetration, expanding shelf space and outperforming expectations. We believe modern energy is one of the most exciting growth opportunities in beverages today, and Celsius Holdings is defining the category’s future. We remain focused on disciplined execution, organizational excellence and long-term growth.”
FINANCIAL AND MARKET HIGHLIGHTS FOR THE SECOND QUARTER OF 2025
For the three months ended June 30, 2025, revenue totaled approximately $739.3 million, compared to $402.0 million for the prior-year period, representing 84% growth. The increase was primarily driven by $301.2 million of revenue from the Alani Nu® brand which we acquired on April 1, 2025. Alani Nu achieved record sales fueled by strong limited-time-offer (LTO) innovation performance and organic growth across the brand’s core flavors. CELSIUS® brand revenue grew 9% in the second quarter compared to the same period last year supported by favorable channel mix, increases in total distribution points and velocity gains.
1 Circana Total US MULO+ w/C L13W ended 6/29/25, RTD Energy (CELSIUS 11% + Alani Nu 6.3%)
International revenue totaled $24.8 million for the second quarter of 2025, representing a 27% increase compared to the same period in 2024 driven by continued momentum in our expansion markets including the UK, Ireland, France, Australia, New Zealand and the Netherlands.
For the three months ended June 30, 2025, gross profit increased by $171.8 million to $380.9 million from $209.1 million for the prior-year period. Gross profit margin was 51.5% for the three months ended June 30, 2025, compared to 52.0% for the same period in 2024. Gross margin improvements were driven by lower material costs, price mix, and favorable channel and portfolio mix but were offset by the impact of Alani Nu’s margin profile, which included a $21.7 million dollar inventory step up adjustment (although Alani Nu was favorably impacted by product mix, price mix, material costs, and freight costs). As inventory is recorded on a first in first out basis, the impact from tariffs was not significant during the quarter.
Selling, general and administrative expenses for the three months ended June 30, 2025, increased $123.0 million, or 107%, to $237.9 million from $114.9 million for the year-ago period, primarily due to the addition of Alani Nu to the portfolio and acquisition-related costs, including recognition of the full performance earn out. Selling, general and administrative expenses represented 32.2% of revenue in the second quarter of 2025. Investment in our Live. Fit. Go. marketing campaign, launched in the second quarter, will continue to increase in the second half of 2025.
Diluted earnings per share for the second quarter of 2025 was $0.33 compared to $0.28 for the prior-year period. Non-GAAP adjusted diluted earnings per share for the second quarter of 2025 was $0.47 compared to $0.28 for the prior-year period.
Retail Performance
Retailer enthusiasm and consumer demand continue to validate the company’s brand leadership in modern energy, a category now accelerating across channels and demographics.
Retail sales of the Celsius Holdings portfolio in U.S. tracked channels (MULO+ w/C) reflected increasing consumer demand for sugar free, functional beverages for the 13-week period ended June 29, 20252. Celsius Holdings retail sales increased 29% year over year and 25% sequentially3, with month-over-month retail sales growth since January 2025. Celsius Holdings held a 17.3% dollar share in the U.S. RTD energy category for the period, a 1.8 point year-over-year increase and 1.1 point sequential increase.
CELSIUS brand retail sales increased 3% year over year for the 13-week period ended June 29, 2025, and 17.6% sequentially4, with month-over-month retail sales growth since January 2025. The CELSIUS brand held an 11% dollar share in the U.S. RTD energy category for the period, a 1.3 point decline over the year-ago period. Sequential dollar share increased slightly (+8 bps) over the prior period.5
Alani Nu brand retail sales increased 129% year over year for the 13-week period ended June 29, 2025, and 39% sequentially,6 marking one of the fastest accelerations in the category and underscoring the brand’s resonance with younger, more diverse energy consumers. The Alani Nu brand held a 6.3% dollar share in the U.S. RTD energy category for the period, a 3.1 point increase over the year-ago period. Sequential dollar share increased by 1 point over the prior 13-week period.7
Strong retailer support and rising consumer demand for great-tasting, better-for-you functional beverages have propelled Celsius Holdings’ past-52-week RTD energy retail sales to over $4 billion, surpassing the combined sales of the next eight RTD energy drink brands in the same period.8
FINANCIAL AND MARKET HIGHLIGHTS FOR THE FIRST HALF OF 2025
For the six months ended June 30, 2025, revenue totaled approximately $1,068.5 million, compared to $757.7 million for the prior-year period, representing growth of 41.0%. The increase was primarily driven by $301.2 million of revenue from the Alani Nu brand in the second quarter of 2025.
2 Circana Total US MULO+ w/C L13W ended 6/29/25, RTD Energy
3 Circana Total US MULO+ w/C L13W ended 6/29/25, RTD Energy
4 Circana Total US MULO+ w/C L13W ended 6/29/25, RTD Energy
5 Circana Total US MULO+ w/C L13W ended 6/29/25, RTD Energy
6 Circana Total US MULO+ w/C L13W ended 6/29/25, RTD Energy
7 Circana Total US MULO+ w/C L13W ended 6/29/25, RTD Energy
8 Circana Total US MULO+ w/C L52W ended 7/20/25, RTD Energy
International revenue totaled $47.5 million for the first half of 2025, representing a 33% increase compared to the first half of 2024, driven by continued momentum in expansion markets, including the UK, Ireland, France, Australia, New Zealand and the Netherlands as well as growth in Nordic markets.
For the six months ended June 30, 2025, gross profit increased by $161.9 million to $553.2 million from $391.3 million for the six months ended June 30, 2024. Gross profit margin was 51.8% for the six months ended June 30, 2025, a 20-basis-point increase from 51.6% for the same period in 2024, driven by lower material costs, price mix, and favorable channel and portfolio mix which were partially offset by the impact of Alani Nu’s margin profile which included a $21.7 million dollar inventory step up adjustment (although Alani Nu was favorably impacted in the second quarter by product mix, price mix, material costs, and freight costs).
Selling, general and administrative expenses for the six months ended June 30, 2025, increased $144.4 million, or 68%, to $358.2 million from $213.9 million for the prior-year period.
Diluted earnings per share for the first half of 2025 was $0.48 compared to $0.55 for the prior-year period. Non-GAAP adjusted diluted earnings per share for the first half of 2025 was $0.65 compared to $0.55 for the prior-year period.
Second Quarter 2025 Earnings Webcast
Management will host a webcast today, Thursday, Aug. 7, 2025, at 8:00 a.m. ET to discuss the company’s second quarter 2025 financial results with the investment community. Investors are invited to join the webcast accessible from https://ir.celsiusholdingsinc.com. Downloadable files, an audio replay and transcript will be made available on the Celsius Holdings investor relations website.
About Celsius Holdings, Inc.
Celsius Holdings, Inc. (Nasdaq: CELH) is a functional beverage company and the owner of energy drink brand CELSIUS®, hydration brand CELSIUS HYDRATIONTM and health and wellness brand Alani Nu®. Born in fitness and pioneering the rapidly growing, better-for-you, functional beverage category, the company creates and markets leading functional beverage products. For more information, please visit www.celsiusholdingsinc.com.
Contact
Paul Wiseman
Investors: investorrelations@celsius.com
Press: press@celsius.com
Forward-Looking Statements
This press release contains statements by Celsius Holdings, Inc. (“Celsius Holdings”, “we”, “us”, “our” or the “Company”) that are not historical facts and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our prospects, plans, business strategy and expected financial and operational results. You can identify these statements by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would”, ”could”, ”project”, ”plan”, “potential”, ”designed”, “seek”, “target”, variations of these terms, the negatives of such terms and similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. You should not rely on forward-looking statements because our actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: changes to our commercial agreements with PepsiCo, Inc.; management’s plans and objectives for international expansion and global operations; general economic and business conditions; our business strategy for expanding our presence in our industry; our expectations of revenue; operating costs and profitability; our expectations regarding our strategy and investments; our ability to successfully integrate businesses that we acquire, including Alani Nu; our ability to achieve the benefits that we expect to realize as a result of our acquisitions, including Alani Nu; the potential negative impact on our financial condition and results of operations if we fail to achieve the benefits that we expect to realize as a result of our business acquisitions, including Alani Nu; liabilities of the businesses that we acquire that are not known to us; our expectations regarding our business, including market opportunity, consumer demand and our competitive advantage; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; the Company’s ability to comply with the rules and regulations of the Securities and Exchange Commission (the “SEC”); and those other risks and uncertainties discussed in the reports we file with the SEC, such as our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date the statements were made. We do not undertake any obligation to update forward-looking information, except to the extent required by applicable law.
CELSIUS HOLDINGS, INC. - FINANCIAL TABLES
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(Unaudited)
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 615,233 | $ | 890,190 |
| Accounts receivable-net[1] | 490,389 | 270,342 | ||
| Inventories-net | 230,046 | 131,165 | ||
| Prepaid expenses and other current assets | 41,420 | 18,759 | ||
| Deferred other costs-current[2] | 14,124 | 14,124 | ||
| Total current assets | 1,391,212 | 1,324,580 | ||
| Property, plant and equipment-net | 72,516 | 55,602 | ||
| Deferred tax assets | 43,158 | 38,699 | ||
| Other long-term assets | 36,755 | 29,990 | ||
| Deferred other costs-non-current[2] | 227,153 | 234,215 | ||
| Brands-net | 1,104,389 | 907 | ||
| Customer relationships-net | 117,726 | 11,306 | ||
| Goodwill | 802,234 | 71,582 | ||
| Total Assets | $ | 3,795,143 | $ | 1,766,881 |
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable[3] | $ | 120,962 | $ | 41,287 |
| Accrued expenses[4] | 225,859 | 148,780 | ||
| Income taxes payable | 21,765 | 10,834 | ||
| Accrued promotional allowance[5] | 200,169 | 135,948 | ||
| Contingent consideration | 25,000 | — | ||
| Deferred revenue - current[6] | 16,071 | 9,513 | ||
| Other current liabilities | 49,949 | 19,173 | ||
| Total current liabilities | 659,775 | 365,535 | ||
| Long-term debt | 862,917 | — | ||
| Deferred revenue-non-current[7] | 156,135 | 157,714 | ||
| Other long term liabilities | 25,002 | 19,215 | ||
| Total Liabilities | 1,703,829 | 542,464 | ||
| Commitment and contingencies (Note 15) | ||||
| Mezzanine Equity: | ||||
| Series A convertible preferred stock, $0.001 par value and 1,467 shares issued and outstanding | 824,488 | 824,488 | ||
| Stockholders’ Equity: | ||||
| Common stock, $0.001 par value; 400,000 shares authorized, 257,769 and 235,014 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively | 101 | 79 | ||
| Additional paid-in capital | 1,028,384 | 297,579 | ||
| Accumulated other comprehensive income (loss) | 2,178 | (3,250) | ||
| Retained earnings | 236,163 | 105,521 | ||
| Total Stockholders’ Equity | 1,266,826 | 399,929 | ||
| Total Liabilities, Mezzanine Equity and Stockholders’ Equity | $ | 3,795,143 | $ | 1,766,881 |
[1] Includes $204.5 million and $168.2 million from a related party as of June 30, 2025 and December 31, 2024, respectively.
[2] Amounts in this line item are associated with a related party for all periods presented.
[3] Includes $17.3 million and $1.7 million due to a related party as of June 30, 2025 and December 31, 2024, respectively.
[4] Includes $0.3 million and $0.2 million due to a related party as of June 30, 2025 and December 31, 2024, respectively.
[5] Includes $94.8 million and $75.1 million due to a related party as of June 30, 2025 and December 31, 2024, respectively.
[6] Includes $9.5 million and $9.5 million due to a related party as of June 30, 2025 and December 31, 2024, respectively.
[7] Includes $153.0 million and $157.7 million due to a related party as of June 30, 2025 and December 31, 2024, respectively.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenue[1] | $ | 739,259 | $ | 401,977 | $ | 1,068,535 | $ | 757,685 |
| Cost of revenue | 358,408 | 192,879 | 515,311 | 366,380 | ||||
| Gross profit | 380,851 | 209,098 | 553,224 | 391,305 | ||||
| Selling, general and administrative expenses[2] | 237,886 | 114,850 | 358,228 | 213,867 | ||||
| Income from operations | 142,965 | 94,248 | 194,996 | 177,438 | ||||
| Other (expense) income: | ||||||||
| Interest income | 4,038 | 10,647 | 11,884 | 20,259 | ||||
| Interest expense | (18,080) | — | (18,080) | — | ||||
| Other, net | 542 | (264) | 1,658 | (605) | ||||
| Total other (expense) income | (13,500) | 10,383 | (4,538) | 19,654 | ||||
| Net income before provision for income taxes | 129,465 | 104,631 | 190,458 | 197,092 | ||||
| Provision for income taxes | (29,610) | (24,848) | (46,184) | (39,498) | ||||
| Net income | $ | 99,855 | $ | 79,783 | $ | 144,274 | $ | 157,594 |
| Dividends on Series A convertible preferred stock[3] | (6,851) | (6,838) | (13,632) | (13,675) | ||||
| Income allocated to participating preferred stock[3] | (7,314) | (6,289) | (10,703) | (12,417) | ||||
| Net income attributable to common stockholders | $ | 85,690 | $ | 66,656 | $ | 119,939 | $ | 131,502 |
| Other comprehensive income: | ||||||||
| Foreign currency translation gain (loss), net of income tax | 3,179 | (308) | 5,428 | (1,662) | ||||
| Comprehensive income | $ | 88,869 | $ | 66,348 | $ | 125,367 | $ | 129,840 |
| Earnings per share | ||||||||
| Basic | $ | 0.33 | $ | 0.29 | $ | 0.49 | $ | 0.56 |
| Diluted | $ | 0.33 | $ | 0.28 | $ | 0.48 | $ | 0.55 |
*Please refer to Note 3 in the Company’s Annual Report on Form 10-Q for the period ended June 30, 2025, for Earnings per Share reconciliations.
[1] Includes $245.8 million and $434.3 million for the three and six months ended June 30, 2025, respectively, and $211.3 million and $420.8 million for the three and six months ended June 30, 2024, respectively, from a related party.
[2] Includes $0.2 million and $0.8 million for the three and six months ended June 30, 2025, respectively, and $0.6 million and $1.2 million for the three and six months ended June 30, 2024, respectively, from a related party.
[3] Amounts in this line item are associated with a related party for all periods presented.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Reconciliation of GAAP net income to non-GAAP adjusted EBITDA and Adjusted EBITDA Margin
| Three months ended <br>June 30, | Six months ended <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income (GAAP measure) | $ | 99,855 | $ | 79,783 | $ | 144,274 | $ | 157,594 | ||||
| Add back/(Deduct): | ||||||||||||
| Net interest (expense) income | 14,042 | (10,647) | 6,196 | (20,287) | ||||||||
| Provision for income taxes | 29,610 | 24,848 | 46,184 | 39,498 | ||||||||
| Depreciation and amortization expense | 9,119 | 1,418 | 11,730 | 2,648 | ||||||||
| Non-GAAP EBITDA | 152,626 | 95,402 | 208,384 | 179,453 | ||||||||
| Stock-based compensation1 | 6,434 | 4,746 | 11,463 | 8,309 | ||||||||
| Foreign exchange | (800) | 264 | (1,720) | 633 | ||||||||
| Reorganization Costs2 | 482 | — | 482 | — | ||||||||
| Acquisition Costs3 | 29,855 | — | 38,967 | — | ||||||||
| Penalties4 | — | — | 710 | — | ||||||||
| Inventory step-up adjustment5 | 21,692 | — | 21,692 | — | ||||||||
| Non-GAAP Adjusted EBITDA | $ | 210,289 | $ | 100,412 | $ | 279,978 | $ | 188,395 | ||||
| Non-GAAP Adjusted EBITDA Margin | 28.4 | % | 25.0 | % | 26.2 | % | 24.9 | % |
Reconciliation of GAAP diluted Earnings per share to non-GAAP Adjusted diluted Earnings per share
| Three months ended <br>June 30, | Six months ended <br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Diluted earnings per share (GAAP measure) | $ | 0.33 | $ | 0.28 | $ | 0.48 | $ | 0.55 |
| Add back/(Deduct)6: | ||||||||
| Acquisition Costs3 | 0.08 | — | 0.11 | — | ||||
| Inventory step-up adjustment5 | 0.06 | — | 0.06 | — | ||||
| Non-GAAP diluted earnings per share | $ | 0.47 | $ | 0.28 | $ | 0.65 | $ | 0.55 |
9
b10
19Selling, general and administrative expenses related to employee non-cash stock-based compensation expense. Stock-based compensation expense consists of non-cash charges for the estimated fair value of unvested restricted share unit and stock option awards granted to employees and directors. The Company believes that the exclusion provides a more accurate comparison of operating results and is useful to investors to understand the impact that stock-based compensation expense has on its operating results.
2 Impairment charges for the Fast brand in the EMEA region.
310Fees and professional services related to acquisition activity.
4 Accrued expense in the quarter ended March 31, 2025, related to contractual co-packer obligations.
5 Non-cash inventory valuation step-up from the Alani Nu acquisition which was recognized as an adjustment to the cost of revenue.
6 Add backs and deductions are net of their respective impacts from tax and reallocation of earnings to participating securities. The total tax effect of the adjusted items for the quarter ended June 30, 2025 was $(0.05) per diluted share, which includes the tax effect of deductible acquisition costs and inventory step-up adjustment. The total tax effect of the adjusted items for the six months ended June 30, 2025 was $(0.06) per diluted share. There were no adjusted items for the six months ended June 30, 2024. Tax effects are determined based on the tax treatment of the related item, the incremental statutory rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income (loss).
USE OF NON-GAAP MEASURES
Celsius defines Adjusted EBITDA as net income before net interest (expense) income, income tax expense (benefit), and depreciation and amortization expense, further adjusted by excluding stock-based compensation expense, foreign exchange gains or losses, distributor termination fees, legal settlement costs, reorganization costs, acquisition costs, penalties, and inventory step-up adjustment. Adjusted EBITDA Margin is the ratio between the company’s Adjusted EBITDA and net revenue, expressed as a percentage. Adjusted diluted earnings per share is GAAP diluted earnings per share net of add backs and deductions for distributor termination, legal settlement costs, reorganization costs, acquisitions costs, penalties, and inventory step-up adjustment. Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share are non-GAAP financial measures.
Celsius uses Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share for operational and financial decision-making and believes these measures are useful in evaluating its performance because they eliminate certain items that management does not consider indicators of Celsius’ operating performance. Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share may also be used by many of Celsius’ investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. Celsius believes that the presentation of Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share, provides useful information to investors by allowing an understanding of measures that it uses internally for operational decision-making, budgeting and assessing operating performance.
Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share are not recognized terms under GAAP and should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of Celsius’ results as reported under GAAP. Celsius strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
Because non-GAAP financial measures are not standardized, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share as defined by Celsius, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare Celsius’ use of these non-GAAP financial measures with those used by other companies.
q22025investorpresentati
Investor presentation Q 2 2 0 2 5 F i n a n c i a l r e s u l t s A u g . 7 , 2 0 2 5
Safe harbor & Non-gaap measures Forward-Looking Statements This presentation contains statements by Celsius Holdings, Inc. (“Celsius Holdings”, “we”, “us”, “our” or the “Company”) that are not historical facts and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our prospects, plans, business strategy and expected financial and operational results. You can identify these statements by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would”, ”could”, ”project”, ”plan”, “potential”, ”designed”, “seek”, “target”, variations of these terms, the negatives of such terms and similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances.These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. You should not rely on forward-looking statements because our actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: changes to our commercial agreements with PepsiCo, Inc.; management’s plans and objectives for international expansion and global operations; general economic and business conditions; our business strategy for expanding our presence in our industry; our expectations of revenue; operating costs and profitability; our expectations regarding our strategy and investments; our ability to successfully integrate businesses that we acquire, including Alani Nu; our ability to achieve the benefits that we expect to realize as a result of our acquisitions, including Alani Nu; the potential negative impact on our financial condition and results of operations if we fail to achieve the benefits that we expect to realize as a result of our business acquisitions, including Alani Nu; liabilities of the businesses that we acquire that are not known to us; our expectations regarding our business, including market opportunity, consumer demand and our competitive advantage; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; the Company’s ability to comply with the rules and regulations of the Securities and Exchange Commission (the “SEC”); and those other risks and uncertainties discussed in the reports we file with the SEC, such as our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date the statements were made. We do not undertake any obligation to update forward-looking information, except to the extent required by applicable law. Use of Non-GAAP Measures Celsius defines Adjusted EBITDA as net income before net interest (expense) income, income tax expense (benefit), and depreciation and amortization expense, further adjusted by excluding stock-based compensation expense, foreign exchange gains or losses, distributor termination fees, legal settlement costs, reorganization costs, acquisition costs, penalties, and inventory step-up adjustment. Adjusted EBITDA Margin is the ratio between the Company’s Adjusted EBITDA and net revenue, expressed as a percentage. Adjusted diluted earnings per share is GAAP diluted earnings per share net of add backs and deductions for distributor termination, legal settlement costs, reorganization costs, acquisitions costs, penalties, and inventory step-up adjustment. Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share are non-GAAP financial measures. Celsius uses Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share for operational and financial decision-making and believes these measures are useful in evaluating its performance because they eliminate certain items that management does not consider indicators of Celsius’ operating performance. Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share may also be used by many of Celsius’ investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. Celsius believes that the presentation of Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share, provides useful information to investors by allowing an understanding of measures that it uses internally for operational decision-making, budgeting and assessing operating performance. Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share are not recognized terms under GAAP and should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of Celsius’ results as reported under GAAP. Celsius strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted earnings per share as defined by Celsius, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare Celsius’ use of these non-GAAP financial measures with those used by other companies. Industry and Market Data Unless otherwise indicated, information contained in this presentation concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable, but we have not independently verified the accuracy of this information. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. 2
Celsius HOLDINGS at a glance A Category Growth Leader • Celsius Holdings contributed 13%1 of all energy drink category growth in 1H 2025 • #3 energy drink portfolio in the U.S. with total U.S. share of 16.8% in tracked channels 1H 20251 • Celsius Holdings holds 99.3% ACV1; sold in over 240,000 tracked U.S. retail outlets1 3 FY 2025 First-Half Financial Highlights • Revenue: $1.07B • Gross Margin: 51.8% • Net Income: $144.3M • Adjusted EBITDA: $280M • Adjusted EBITDA Margin: 26.2% 2 Portfolio Brands CELSIUS® | Alani Nu® #9 Liquid Refreshment Beverages Brand in the U.S.2 #2 Growth Portfolio in RTD Energy1 $4B U.S. Retail Sales3 PREMIUM BRANDS | FUNCTIONAL INGREDIENTS | ZERO SUGAR 1. Circana TOTAL U.S. MULO+ W/C Building Year 2025 RTD Energy Ended 7/6/25 (Portfolio) 2. Circana TOTAL U.S. MULO+ W/C Full Year 2024 RTD Energy Ended 12/29/24 (CELSIUS) 3. Circana TOTAL U.S. MULO+ W/C L52W RTD Energy Ended 7/20/25 (Portfolio)
A leading portfolio of functional beverages and wellness products Celsius HOLDINGS overview
INVESTMENT THESIS A leading portfolio of premium, lifestyle energy and hydration beverages with strong and growing consumer demand for functional & better-for-you, sugar-free energy solutions1 2 3 4 5 Robust brand equity and awareness with opportunities to expand, driven by targeted marketing initiatives and a loyal consumer base Clear path to drive incremental revenue and profit growth through more people, more places, more often strategy Strong financial profile with a well-capitalized balance sheet, enabling sustained organic growth, strategic vertical integration, technological advancements and value-accretive acquisitions Attractively positioned to capture opportunity in the large, growing functional beverage category through strategic investments and innovation
• More People: Attracting new consumers to the category • More Places: Expanding product availability • More Often: Increasing consumption frequency Underpinned by operational excellence Growth Strategy 6
- Record Q2 revenue ($739M, +84% YoY) driven by Alani Nu’s $301.2M revenue contribution; gross profit $381M (+82% YoY), adjusted diluted EPS $0.47, +68% YoY); adjusted EBITDA margin reached 28.4% 2. Celsius Holdings’ portfolio surpassed $4B in past-52-week tracked retail sales as of 7/20, more than the tracked retail sales of the next 8 energy drink brands combined1 3. The Alani Nu brand delivered +129% YoY retail growth and added +3.1 pts of share — fastest-growing RTD energy brand in tracked U.S. channels for Q22 4. The CELSIUS brand’s retail sales grew +3% YoY; increased TDPs 17%2 and led the summer Amazon Prime Day event RTD energy sales with 1-week $ share of 18.4%3 5. Gross margin held at 51.5% as input cost and price/channel mix tailwinds offset purchase accounting and Alani Nu mix 6. S&M leverage improved to 20.5% of sales; Adjusted EBITDA rose 109% to $210M; Net Income rose 25% to $99.9M Q2 2025 key messages 7 1. Circana TOTAL U.S. MULO+ W/C L52W RTD Energy Ended 7/20/25 (Portfolio) 2. Circana TOTAL U.S. MULO+ W/C L13W RTD Energy Ended 6/29/25 3. Stackline RTD Energy L1W ended 7/12/25
8 Summary Financials (millions except for percentages & EPS) 2Q 2025 2Q 2024 Change 1H 2025 1H 2024 Change Revenue $739.3 $402.0 84% $1,068.5 $757.7 41% N. America $714.5 $382.4 87% $1,021.0 $721.9 41% International $24.8 $19.6 27% $47.5 $35.8 33% Gross Margin 51.5% 52.0% -50 BPS 51.8% 51.6% +20 BPS Net Income $99.9 $79.8 25% $144.3 $157.6 (8)% Net Income att. to Common Shareholders $85.7 $66.7 28% $119.9 $131.5 (9)% Diluted EPS $0.33 $0.28 18% $0.48 $0.55 (13)% Adjusted Diluted EPS $0.47 $0.28 68% $0.65 $0.55 18% Adjusted EBITDA $210.3 $100.4 109% $280.0 $188.4 49% Q2 2025 financial highlights
35% 36% 32% 28% 27% 31% 43% 48% 56% 62% 44% 25% 20% 27% 0% 10% 20% 30% 40% 50% 60% 70% Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 9 Celsius holdings is growing the energy drink Category CELH RETAIL SALES ACROSS TRACKED CHANNELS1 (MULO+ W/C | BILLIONS) CELH CONTRIBUTION TO CATEGORY GROWTH BY YEAR2 (MULO+ W/C) NOTES: 1. Circana US MULO+ W/C, CELSIUS INC RTD Energy by 13W Periods 2022-2025, ended 6/29/25 2. . Circana US MULO+ W/C, CELSIUS INC RTD Energy by 13W Periods 2022-2025, ended 6/29/25 $ 0 .2 7 $0 .3 3 $0 .3 6 $0 .3 8 $0 .5 0 $0 .6 7 $0 .7 9 $ 0 .7 6 $0 .8 3 $0 .9 2 $0 .9 2 $0 .8 7 $ 0 .9 5 $1 .1 9 $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 B il li o n s
NOTES 1. Circana Total US MULO+ W/C, RTD Energy, L13P ended 6/29/25 2. Circana Total US MULO+ W/C, RTD Energy, L13W ended 6/29/25 BRAND* Q2 2025 SHR Q2 $ Chg v YA 36.8 $356.99 26.8 $190.33 CELH Portfolio 17.3 $266.07 11.0 $21.59 6.3 $244.48 3.2 $18.62 3.1 $37.80 2.4 ($21.85) 2.4 ($12.19) 2.0 $0.85 1.4 $5.36 CELSIUS HOLDINGS Retail sales *Third-party brand names, logos, and trademarks appearing in this presentation are the property of their respective owners. Their use is for informational and comparative purposes only and does not imply endorsement, affiliation, or sponsorship by or with Celsius Hold ings , Inc. CELH MULO+ W/C RETAIL DOLLAR SALES LAST 13 PERIODS1 $278 $290 $287 $272 $267 $264 $261 $285 $323 $344 $357 $371 $388 $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 M ill io n s 10
11 Energy mulo+ w/c dollar share 31.3 30.5 30.4 30.8 30.3 29.3 28.7 28.6 28.0 27.6 27.4 27.5 27.6 26.8 38.1 38.6 38.6 39.1 37.1 36.8 36.0 36.4 35.8 36.4 36.5 37.5 37.1 36.8 6.3 6.8 7.3 8.0 10.2 11.7 13.8 14.1 15.4 15.5 15.7 15.3 16.2 17.3 0 5 10 15 20 25 30 35 40 45 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 TOP 3 BRAND $ SHARE OF MULO+ W/C BY QUARTER 2022-PRESENT MONSTER RED BULL CELH NOTES: 1. Circana Total US MULO+ W/C dollar share of RTD Energy by quarter ended 6/29/25
$402.0 $265.7 $332.2 $329.3 $739.3 2Q 24 3Q 24 4Q 24 1Q 25 2Q 25 +84% YoY 12 CELSIUS HOLDINGS Consolidated revenue QUARTERLY REVENUE LAST 5 QUARTERS (MILLIONS) -31% YoY -7% YoY REVENUE (IN MILLIONS) +23% YoY -4% YoY$0.0M $100.0M $200.0M $300.0M $400.0M $500.0M $600.0M $700.0M $800.0M Qtr1 Qtr2 Qtr3 Qtr4 Qtr1 Qtr2 Qtr3 Qtr4 Qtr1 Qtr2 Qtr3 Qtr4 Qtr1 Qtr2 Qtr3 Qtr4 Qtr1 Qtr2 Qtr3 Qtr4 Qtr1 Qtr2 2020 2021 2022 2023 2024 2025 North America INTL. Total NOTES: Acquired Alani Nu 4/1/25
International sales $19.6 $18.6 $20.3 $22.8 $24.8 2Q 24 3Q 24 4Q 24 1Q 25 2Q 25 NOTES: International revenue excludes N. America (U.S. and Canada) INTERNATIONAL REVENUE LAST 5 QUARTERS (IN MILLIONS)
14 Gross profit 0 50 100 150 200 250 300 350 400 GROSS PROFIT DOLLARS ADJ EBITDA DOLLARS 2Q 24 3Q 24 4Q 24 25.0% 1Q 25 52.3% 21.2% 51.5% 2Q 25 28.4% GROSS PROFIT AND ADJUSTED EBITDA ($ IN MILLIONS) PERCENTAGES REPRESENT QUARTERLY PERCENTAGE OF REVENUE 52.0% 46.0% 1.7% 50.2% 18.9%
appendix 15
16 Celsius non-gaap ebitda schedule 1 Selling, general and administrative expenses related to employee non-cash stock-based compensation expense. Stock-based compensation expense consists of non-cash charges for the estimated fair value of unvested restricted share unit and stock option awards granted to employees and directors. The Company believes that the exclusion provides a more accurate comparison of operating results and is useful to investors to understand the impact that stock-based compensation expense has on its operating results. 2 Impairment charges for the Fast brand in the EMEA region. 3 Fees and professional services related to acquisition activity. 4 Accrued expense in the quarter ended March 31, 2025, related to contractual co-packer obligations. 5 Non-cash inventory valuation step-up from the Alani Nu acquisition which was recognized as an adjustment to the cost of revenue. 6 Add backs and deductions are net of their respective impacts from tax and reallocation of earnings to participating securities. The total tax effect of the adjusted items for the quarter ended June 30, 2025 was $(0.05) per diluted share, which includes the tax effect of deductible acquisition costs and inventory step-up adjustment. The total tax effect of the adjusted items for the six months ended June 30, 2025 was $(0.06) per diluted share. There were no adjusted items for the six months ended June 30, 2024. Tax effects are determined based on the tax treatment of the related item, the incremental statutory rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income (loss). (Figures in thousands) Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Net income (GAAP measure) $ 99,855 $ 79,783 $ 144,274 $ 157,594 Add back/(Deduct): Net interest income 14,042 (10,647) 6,196 (20,287) Provision for income taxes 29,610 24,848 46,184 39,498 Depreciation and amortization expense 9,119 1,418 11,730 2,648 Non-GAAP EBITDA 152,626 95,402 208,384 179,453 Stock-based compensation1 6,434 4,746 11,463 8,309 Foreign exchange (800) 264 (1,720) 633 Reorganization Costs2 482 — 482 — Acquisition Costs3 29,855 — 38,967 — Penalties4 — — 710 — Inventory step-up adjustment5 21,692 — 21,692 — Non-GAAP Adjusted EBITDA $ 210,289 $ 100,412 $ 279,978 $ 188,395 Non-GAAP Adjusted EBITDA Margin 28.4 % 25.0 % 26.2% 24.9%
17 Celsius non-gaap eps schedule Three months ended Six months ended June 30, June 30, 2025 2024 2025 2024 Diluted Earnings per share (GAAP measure) $0.33 $0.28 $0.48 $0.55 Add back/(Deduct)6: Acquisition Costs3 $0.08 — $0.11 — Inventory step-up adjustment5 $0.06 — $0.06 — Non-GAAP Diluted Earnings per share $0.47 $0.28 $0.65 $0.55 1 Selling, general and administrative expenses related to employee non-cash stock-based compensation expense. Stock-based compensation expense consists of non-cash charges for the estimated fair value of unvested restricted share unit and stock option awards granted to employees and directors. The Company believes that the exclusion provides a more accurate comparison of operating results and is useful to investors to understand the impact that stock-based compensation expense has on its operating results. 2 Impairment charges for the Fast brand in the EMEA region. 3 Fees and professional services related to acquisition activity. 4 Accrued expense in the quarter ended March 31, 2025, related to contractual co-packer obligations. 5 Non-cash inventory valuation step-up from the Alani Nu acquisition which was recognized as an adjustment to the cost of revenue. 6 Add backs and deductions are net of their respective impacts from tax and reallocation of earnings to participating securities. The total tax effect of the adjusted items for the quarter ended June 30, 2025, was $(0.05) per diluted share, which includes the tax effect of deductible acquisition costs and inventory step-up adjustment. The total tax effect of the adjusted items for the six months ended June 30, 2025, was $(0.06) per diluted share. There were no adjusted items for the six months ended June 30, 2024. Tax effects are determined based on the tax treatment of the related item, the incremental statutory rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income (loss).