UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-34611

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-2745790
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)
2381 NW Executive Center Drive, Boca Raton, Florida	33431
(Address of principal executive offices)	(Zip Code)

(561) 276-2239

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant

to Rule 405 of Regulation S-T (§.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant

was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting

company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of October 31, 2025, the registrant had 257,785,297 shares of common stock, $0.001 par value per share, outstanding.

		Page
PART I - FINANCIAL INFORMATION		5
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024<br><br>(unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine<br><br>months ended September 30, 2025 and 2024 (unaudited)	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for<br><br>the three and nine months ended September 30, 2025 (unaudited)	8
	Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for<br><br>the three and nine months ended September 30, 2024 (unaudited)	9
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025<br><br>and 2024 (unaudited)	10
	Notes to the Condensed Consolidated Financial Statements (unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	53
PART II - OTHER INFORMATION		54
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	54
Item 6.	Exhibits	56
SIGNATURES		57

MASTER GLOSSARY

Term	Definition
2015 Plan	The Celsius Holdings, Inc. 2015 Stock Incentive Plan
2025 Plan	The Celsius Holdings, Inc. 2025 Omnibus Incentive Compensation Plan
A&R U.S. Distribution Agreement	Amended and Restated U.S. Distribution Agreement between the Company and Pepsi,<br><br>entered into in August 2025
Alani Nu	Alani Nutrition LLC, a wholly owned subsidiary of the Company
Alani Nu Acquisition	The Company's acquisition of Alani Nu on April 1, 2025
Annual Report	The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024,<br><br>filed with the SEC on March 3, 2025
ASC	Accounting Standards Codification
ASC 470	ASC Topic 470, Debt
ASC 480	ASC Topic 480, Distinguishing Liabilities from Equity
ASC 606	ASC Topic 606, Revenue from Contracts with Customers
ASC 805	ASC Topic 805, Business Combinations
ASC 820	ASC Topic 820, Fair Value Measurement
ASU	Accounting Standards Update
Big Beverages	Big Beverages Contract Manufacturing, L.L.C., a wholly owned subsidiary of the Company
Board	Board of Directors of Celsius Holdings, Inc.
Captaincy	An enhanced, long-term arrangement according to which Pepsi uses commercially<br><br>reasonable efforts to sell and distribute the Company’s products.
Certificates of Designation	The Series A Certificate and the Series B Certificate, collectively
Closing Date of Alani Nu	April 01, 2025
Closing Date of the Pepsi<br><br>Transactions	August 28, 2025
CODM	Chief Operating Decision Maker, which is the Company's Chief Executive Officer
common stock	The Company's common stock, par value $0.001 per share
Company	Celsius Holdings, Inc., a Nevada corporation
Credit Agreement	Credit Agreement, dated April 1, 2025, with UBS AG, Stamford Branch, as administrative<br><br>and collateral agent
DLOM	Discount for lack of marketability
EPS	Earnings per share
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
First Refinancing Amendment	First refinancing amendment to the Credit Agreement
Forward Stock Split	Three-for-one split of the Company’s common stock on November 13, 2023
OBBBA	One Big Beautiful Bill Act
Original Distribution Agreement	Original distribution agreement between the Company and Pepsi, dated August 1, 2022
Original Purchase Agreement	Original securities purchase agreement between the Company and Pepsi, dated August 1,<br><br>2022
Original Transition Agreement	Original channel transition agreement between the Company and Pepsi, dated August 1,<br><br>2022
Pepsi	PepsiCo, Inc.
Pepsi Transactions	The Captaincy together with the Rockstar Acquisition
PIK Dividends	Paid-in-kind Dividends
Pillar Two	Tax legislation enacted by the Organization for Economic Co-operation and Development
Preferred Stock	Series A Preferred Stock together with the Series B Preferred Stock
PSU	Performance Stock Units
Quarterly Report	The Company's Quarterly Report on Form 10-Q for the quarterly period ended September<br><br>30, 2025 filed with the SEC on November 7, 2025
Redemption Price	The applicable amount that the Company would pay to redeem a share of Preferred Stock,<br><br>including all accrued and unpaid dividends per share.
Regular Dividends	Recurring dividends declared on the Preferred Stock in accordance with the Certificates of<br><br>Designation

MASTER GLOSSARY

Term	Definition
Revolving Credit Facility	The Company's revolving credit facility in an aggregate principal amount of up to $100.0<br><br>million
Rockstar	The Rockstar brand in the U.S. (Excluding Virgin Islands and Puerto Rico) and Canada
Rockstar Acquisition	The Company's acquisition from Pepsi on August 28, 2025 of certain assets and liabilities<br><br>comprising Rockstar under the Transaction Agreement
RSU	Restricted Stock Units
rTSR	Relative total stockholder return
SEC	U.S. Securities and Exchange Commission
Securities Act	The Securities Act of 1933, as amended
Series B Purchase Agreement	Agreement under which the Company issued and sold shares of Series B Convertible<br><br>Preferred Stock to Pepsi
Sellers	The sellers of Alani Nu
Series A Certificate	Series A Preferred Stock Certificate of Designation
Series A Preferred Stock	The Company's Series A Convertible Preferred Stock
Series B Certificate	Series B Preferred Stock Certificate of Designation
Series B Preferred Stock	The Company's Series B Convertible Preferred Stock
Ten-Day VWAP	Ten-day volume weighted average price of the Company’s common stock
Term Loan Facility	The Company's term loan facility in an aggregate principal amount of up to $900.0 million
Transaction Agreement	The agreement pursuant to which the Company consummated the Rockstar Acquisition and<br><br>commenced the Captaincy
U.S.	United States of America
U.S. GAAP	Generally accepted accounting principles in the United States of America

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Celsius Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

(Unaudited)

	September 30, 2025	December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$805,955	$890,190
Restricted cash	126,508	—
Accounts receivable-net[1]	513,682	270,342
Inventories-net	282,514	131,165
Prepaid expenses and other current assets[2]	163,395	18,759
Deferred other costs-current[3]	49,520	14,124
Total current assets	1,941,574	1,324,580
Property, plant and equipment-net	80,925	55,602
Customer relationships-net	117,466	11,306
Brands-net	1,280,353	907
Goodwill	914,957	71,582
Deferred other costs-non-current[3]	784,214	234,215
Deferred tax assets	110,410	38,699
Other long-term assets	35,809	29,990
Total Assets	$5,265,708	$1,766,881
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable[4]	$97,794	$41,287
Accrued expenses[5]	311,768	148,780
Income taxes payable	49,590	10,834
Accrued distributor termination fees	252,953	—
Accrued promotional allowance[6]	234,068	135,948
Contingent consideration	25,000	—
Deferred revenue-current[7]	25,557	9,513
Other current liabilities	32,258	19,173
Total current liabilities	1,028,988	365,535
Long-term debt	861,472	—
Deferred revenue-non-current[8]	387,432	157,714
Other long term liabilities	24,431	19,215
Total Liabilities	2,302,323	542,464
Commitments and contingencies (Note 16)
Mezzanine equity:
Series A convertible preferred stock, $0.001 par value per share, 1,467 shares issued and<br><br>outstanding as of September 30, 2025 and December 31, 2024 [3]	852,355	824,488
Series B convertible preferred stock, $0.001 par value per share, 390 shares and 0 shares issued<br><br>and outstanding as of September 30, 2025 and December 31, 2024, respectively [3]	907,920	—
Stockholders’ equity:
Common stock, $0.001 par value per share; 400,000 shares authorized, 257,784 and 235,014<br><br>shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	101	79
Additional paid-in capital	1,035,021	297,579
Accumulated other comprehensive income (loss)	2,508	(3,250)
Retained earnings	165,480	105,521
Total Stockholders’ Equity	1,203,110	399,929
Total Liabilities, Mezzanine Equity and Stockholders’ Equity	$5,265,708	$1,766,881

[1] Includes $192.3 million and $168.2 million from a related party as of September 30, 2025 and December 31, 2024, respectively.

[2] Includes $126.6 million from a related party as of September 30, 2025 and no related party balance as of December 31, 2024.

[3] Amounts in this line item are associated with a related party for all periods presented.

[4] Includes $2.3 million and $1.7 million due to a related party as of September 30, 2025 and December 31, 2024, respectively.

[5] Includes $0.3 million and $0.2 million due to a related party as of September 30, 2025 and December 31, 2024, respectively.

[6] Includes $95.3 million and $75.1 million due to a related party as of September 30, 2025 and December 31, 2024, respectively.

[7] Includes $24.5 million and $9.5 million due to a related party as of September 30, 2025 and December 31, 2024, respectively.

[8] Includes $387.4 million and $157.7 million due to a related party as of September 30, 2025 and December 31, 2024, respectively.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended September<br><br>30,		Nine Months Ended September<br><br>30,
	2025	2024	2025	2024
Revenue[1]	$725,106	$265,748	$1,793,641	$1,023,433
Cost of revenue[2]	352,827	143,519	868,138	509,899
Gross profit	372,279	122,229	925,503	513,534
Selling, general and administrative expenses[3]	205,571	125,443	563,799	339,310
Distributor termination fees	246,707	—	246,707	—
(Loss) income from operations	(79,999)	(3,214)	114,997	174,224
Other (expense) income:
Interest income	4,847	11,112	16,731	31,399
Interest expense	(18,243)	—	(36,323)	—
Other, net [4]	5,364	277	7,022	(356)
Total other (expense) income	(8,032)	11,389	(12,570)	31,043
Net (loss) income before provision for income taxes	(88,031)	8,175	102,427	205,267
Provision for income taxes	27,017	(1,819)	(19,167)	(41,317)
Net (loss) income	$(61,014)	$6,356	$83,260	$163,950
Dividends on convertible preferred stock[5]	(9,657)	(6,913)	(23,289)	(20,588)
Income allocated to participating preferred stock[5]	—	—	(5,272)	(12,357)
Net (loss) income attributable to common stockholders	$(70,671)	$(557)	$54,699	$131,005
Other comprehensive income:
Foreign currency translation gain, net of income tax	330	2,025	5,758	363
Comprehensive (loss) income	$(70,341)	$1,468	$60,457	$131,368
(Loss) earnings per share:
Basic	$(0.27)	$(0.00)	$0.22	$0.56
Diluted	$(0.27)	$(0.00)	$0.22	$0.55
Weighted average shares outstanding:
Basic	257,778	233,696	250,325	233,219
Diluted	257,778	233,696	252,801	237,480

[1] Includes $257.0 million and $691.3 million for the three and nine months ended September 30, 2025, respectively, and $124.7 million and $547.8 million for

the three and nine months ended September 30, 2024, respectively, in each case from a related party.

[2] Includes $0.8 million from a related party for the three and nine months ended September 30, 2025 and no amounts from a related party for the three and nine

months ended September 30, 2024.

[3]

Includes $2.4 million and $3.2 million for the three and nine months ended September 30, 2025, respectively, and $0.5 million and $1.6 million for the three

and nine months ended September 30, 2024, respectively, in each case from a related party.

[4] Includes $6.6 million from a related party for the three and nine months ended September 30, 2025 and no amounts from a related party for the three and nine

months ended September 30, 2024.

[5] Amounts in this line item are associated with a related party for all periods presented.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity

(In thousands, except per share amounts)

(Unaudited)

	Stockholders’ Equity						Mezzanine Equity
	Common Stock						Series A Preferred Stock		Series B Preferred Stock
	Shares	Amount	Additional<br><br>Paid-In<br><br>Capital	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss)	Retained<br><br>Earnings	Total<br><br>Stockholders’<br><br>Equity	Shares	Amount	Shares	Amount
Balance at December 31, 2024	235,014	$79	$297,579	$(3,250)	$105,521	$399,929	1,467	$824,488	—	$—
Stock-based compensation	—	—	5,029	—	—	5,029	—	—	—	—
Stock option exercises, RSUs and PSUs<br><br>converted	348	—	338	—	—	338	—	—	—	—
Dividends paid on Series A convertible preferred<br><br>stock ($4.62 per share)	—	—	—	—	(6,781)	(6,781)	—	—	—	—
Repurchase of common stock related to<br><br>employee tax withholdings	(73)	—	(1,932)	—	—	(1,932)	—	—	—	—
Treasury Stock	(6)	—	(137)	—	—	(137)	—	—	—	—
Foreign currency translation	—	—	—	2,249	—	2,249	—	—	—	—
Net income	—	—	—	—	44,419	44,419	—	—	—	—
Balance at March 31, 2025	235,283	$79	$300,877	$(1,001)	$143,159	$443,114	1,467	$824,488	—	$—
Stock-based compensation	—	—	6,434	—	—	6,434	—	—	—	—
Stock option exercises, RSUs and PSUs<br><br>converted	60	—	10	—	—	10	—	—	—	—
Dividends paid on Series A convertible preferred<br><br>stock ($4.67 per share)	—	—	—	—	(6,851)	(6,851)	—	—	—	—
Issuance of common stock as consideration for<br><br>acquisition	22,451	22	721,942	—	—	721,964	—	—	—	—
Repurchase of common stock related to<br><br>employee tax withholdings	(25)	—	(879)	—	—	(879)	—	—	—	—
Foreign currency translation	—	—	—	3,179	—	3,179	—	—	—	—
Net income	—	—	—	—	99,855	99,855	—	—	—	—
Balance at June 30, 2025	257,769	$101	$1,028,384	$2,178	$236,163	$1,266,826	1,467	$824,488	—	$—
Stock-based compensation	—	—	7,384	—	—	7,384	—	—	—	—
Stock option exercises, RSUs and PSUs<br><br>converted	24	—	—	—	—	—	—	—	—	—
Modification of Series A convertible preferred<br><br>stock	—	—	—	—	—	—	—	27,867	—	—
Dividends paid to Series A convertible preferred<br><br>stock ($4.73 per share)	—	—	—	—	(6,941)	(6,941)	—	—	—	—
Issuance of Series B convertible preferred shares	—	—	(300)	—	—	(300)	—	—	390	907,920
Dividends paid to Series B convertible preferred<br><br>stock ($6.99 per share)	—	—	—	—	(2,728)	(2,728)	—	—	—	—
Repurchase of common stock related to<br><br>employee tax withholdings	(9)	—	(447)	—	—	(447)	—	—	—	—
Foreign currency translation	—	—	—	330	—	330	—	—	—	—
Net (loss)	—	—	—	—	(61,014)	(61,014)	—	—	—	—
Balance at September 30, 2025	257,784	$101	$1,035,021	$2,508	$165,480	$1,203,110	1,467	$852,355	390	$907,920

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity

(In thousands, except per share amounts)

(Unaudited)

	Stockholders' Equity						Mezzanine Equity
	Common Stock						Series A Preferred Stock
	Shares	Amount	Additional<br><br>Paid-In<br><br>Capital	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Retained<br><br>Earnings<br><br>(Accumulated<br><br>Deficit)	Total<br><br>Stockholders'<br><br>Equity	Shares	Amount
Balance at December 31, 2023	231,787	$77	$276,717	$(701)	$(12,053)	$264,040	1,467	$824,488
Stock-based compensation	—	—	3,563	—	—	3,563	—	—
Stock option exercises, RSUs and PSUs converted to common<br><br>stock	1,283	1	967	—	—	968	—	—
Dividends paid on Series A convertible preferred stock ($4.66<br><br>per share)	—	—	—	—	(6,837)	(6,837)	—	—
Foreign currency translation	—	—	—	(1,354)	—	(1,354)	—	—
Net income	—	—	—	—	77,811	77,811	—	—
Balance at March 31, 2024	233,070	$78	$281,247	$(2,055)	$58,921	$338,191	1,467	$824,488
Stock-based compensation	—	—	4,746	—	—	4,746	—	—
Stock option exercises, RSUs and PSUs converted to common<br><br>stock	274	—	180	—	—	180	—	—
Dividends paid on Series A convertible preferred stock ($4.66<br><br>per share)	—	—	—	—	(6,838)	(6,838)	—	—
Foreign currency translation	—	—	—	(308)	—	(308)	—	—
Net income	—	—	—	—	79,783	79,783	—	—
Balance at June 30, 2024	233,344	$78	$286,173	$(2,363)	$131,866	$415,754	1,467	$824,488
Stock-based compensation	—	—	5,376	—	—	5,376	—	—
Stock option exercises, RSUs and PSUs converted to common<br><br>stock	1,679	1	2,685	—	—	2,686	—	—
Dividends paid on Series A convertible preferred stock ($4.71<br><br>per share)	—	—	—	—	(6,913)	(6,913)	—	—
Repurchase of common stock related to employee tax<br><br>withholdings	(41)	—	(1,658)	—	—	(1,658)	—	—
Foreign currency translation	—	—	—	2,025	—	2,025	—	—
Net income	—	—	—	—	6,356	6,356	—	—
Balance at September 30, 2024	234,982	$79	$292,576	$(338)	$131,309	$423,626	1,467	$824,488

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2025	2024
Cash flows from operating activities:
Net income	$83,260	$163,950
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20,516	4,888
Allowance for credit losses[1]	3,226	4,279
Amortization of deferred other costs[2]	13,391	10,593
Inventory excess and obsolescence	22,313	17,118
Stock-based compensation expense	18,847	13,685
Deferred income taxes-net	(71,408)	4,727
Change in fair value of contingent consideration	13,800	—
Other operating activities-net	1,964	482
Changes in operating assets and liabilities:
Accounts and note receivable-net[3]	(164,133)	(26,529)
Inventories	31,132	14,585
Prepaid expenses and other current assets[4]	(142,920)	(20,261)
Other long-term assets	1,511	(5,303)
Accounts payable[5]	4,081	(12,259)
Accrued expenses[6]	32,961	11,151
Income taxes payable	38,742	(49,631)
Accrued promotional allowance[7]	83,276	59,023
Accrued distributor termination fees	252,953	(248)
Other current liabilities	3,691	4,094
Deferred revenue[8]	233,463	(7,135)
Other long-term liabilities	(1,786)	17
Net cash provided by operating activities	$478,880	$187,226
Cash flows from investing activities:
Purchase of property, plant and equipment[9]	(25,539)	(17,983)
Purchase of non-marketable equity securities	(5,000)	(3,000)
Alani Nu Acquisition, net of cash acquired	(1,278,769)	—
Net working capital estimate received from Pepsi related to the Rockstar Acquisition[2]	30,617	—
Net cash used in investing activities	$(1,278,691)	$(20,983)

[1] Includes $(0.6) million and $0.5 million associated with a related party for the nine months ended September 30, 2025 and 2024, respectively.

[2] Amounts in this line item are associated with a related party for all periods presented.

[3] Includes $(24.1) million and $11.9 million associated with a related party for the nine months ended September 30, 2025 and 2024, respectively.

[4] Includes $(126.6) million associated with a related party for the nine months ended September 30, 2025 and no amount for the nine months ended September 30,

2024.

[5] Includes $0.6 million and $0.7 million associated with a related party for the nine months ended September 30, 2025 and 2024, respectively.

[6] Includes $0.1 million and $(1.0) million associated with a related party for the nine months ended September 30, 2025 and 2024, respectively.

[7] Includes $20.2 million and $49.5 million associated with a related party for the nine months ended September 30, 2025 and 2024, respectively.

[8] Includes $244.7 million and $(7.1) million associated with a related party for the nine months ended September 30, 2025 and 2024, respectively.

[9] Includes $(8.8) million associated with a related party for both the nine months ended September 30, 2025 and 2024.

Celsius Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2025	2024
Cash flows from financing activities:
Cash dividends paid on preferred stock[1]	$(23,301)	$(20,588)
Repurchase of common stock related to employee tax withholdings	(3,259)	(1,658)
Proceeds from term loan	900,000	—
Payments on term loan	(2,250)	—
Payment of debt issuance costs and debt discount	(28,873)	—
Payment of revolver fees	(2,708)	—
Other financing activities-net	301	3,786
Net cash provided by (used in) financing activities	$839,910	$(18,460)
Effect on exchange rate changes on cash, cash equivalents and restricted cash	2,174	(16)
Net increase in cash, cash equivalents and restricted cash	42,273	147,767
Cash, cash equivalents and restricted cash at beginning of the period	890,190	755,981
Cash, cash equivalents and restricted cash at end of the period	$932,463	$903,748
Supplemental disclosures:
Cash paid for:
Interest	$34,510	$—
Taxes	$51,508	$99,032
Supplemental schedule of noncash investing and financing activities:
Acquisition date fair value of Alani Nu contingent consideration	$11,200	$—
Fair value of share consideration issued in the Alani Nu Acquisition	721,964	—
Fair value of Series B Preferred Stock issued to Pepsi [1]	907,920	—
Fair value of Series A Preferred Stock modification [1]	$27,867	$—

[1] Amounts in this line item are associated with a related party for all periods presented. The non-cash proceeds were used for the ASC 606 upfront payment to

customer and the Rockstar purchase consideration as part of the Pepsi Transactions, see Note 5. Acquisitions.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

1.ORGANIZATION AND DESCRIPTION OF BUSINESS

Business Overview

References in this Quarterly Report on Form 10-Q to the “Company” or “Celsius” refer to Celsius Holdings, Inc. and its wholly

owned subsidiaries. Definitions of certain capitalized terms used in this Quarterly Report on Form 10-Q are included within the

Master Glossary.

The Company develops, processes, markets, sells, manufactures and distributes differentiated products with innovative formulas,

many of which are clinically proven, as premium lifestyle beverages designed to fuel active and wellness-oriented consumers. The

Company’s portfolio primarily consists of energy drinks offered under the CELSIUS®, Alani Nu® and Rockstar® brands, with

CELSIUS® and Alani Nu® also offering a range of other wellness products. Together these brands serve a broad range of consumers

across the functional energy and other adjacent wellness categories.

The Company's products are available in the U.S., Canada, Europe, the Middle East and the Asia-Pacific region. They are sold

through multiple channels, including conventional grocery, natural-food and convenience stores, fitness centers, mass-market and

vitamin specialty retailers and e-commerce platforms.

On August 28, 2025, the Company entered into a series of transactions and agreements (described below) with Pepsi, pursuant to

which the Company (i) issued to Pepsi shares of Series B Preferred Stock and modified certain terms of the outstanding shares of

Series A Preferred Stock, all of which are held by Pepsi, (ii) acquired Rockstar in the U.S. and Canada and engaged Pepsi to

become the primary distributor of Alani Nu and Rockstar products in the United States (excluding Puerto Rico and the U.S. Virgin

Islands) and Canada, and (iii) enhanced its existing long-term commercial arrangement with Pepsi, pursuant to which, among other

things, Pepsi is required to use commercially reasonable efforts to sell and distribute the Company’s products in accordance with

the Captaincy.

Securities Purchase Agreement

On the Closing Date of the Pepsi Transactions, the Company entered into the Series B Purchase Agreement with Pepsi, pursuant to

which, on such date, the Company issued and sold to Pepsi, and Pepsi purchased from the Company, in a private placement exempt

from registration under the Securities Act, 390,000 shares of Series B Preferred Stock. Pursuant to the Series B Purchase

Agreement, the Company also granted Pepsi the right to currently designate one additional member to the Board, giving Pepsi a

total of two Board seats. As part of these transactions, the Series A Preferred Stock was modified to align key terms, such as

conversion and redemption dates, with those of the newly issued Series B Preferred Stock. For additional information, see Note 13.

Mezzanine Equity.

Transaction Agreement – Rockstar Acquisition and Captaincy

On the Closing Date of the Pepsi Transactions, the Company entered into the Transaction Agreement with Pepsi, pursuant to which

(i) the Company acquired certain assets and assumed certain liabilities, comprising Rockstar in the U.S. and Canada and (ii) the

Company and Pepsi commenced the Captaincy. The Captaincy is an enhanced, long-term arrangement pursuant to which Pepsi uses

commercially reasonable efforts to sell, distribute, and merchandise the Company’s products in accordance with jointly developed

sales, placement, and promotional priorities. On the Closing Date of the Pepsi Transactions, the Company issued Series B Preferred

Stock to Pepsi and amended the terms of the Series A Preferred Stock in connection with the Rockstar Acquisition, the Captaincy,

the A&R U.S. Distribution Agreement and an amended and restated distribution agreement with an affiliate of Pepsi, pursuant to

which such affiliate of Pepsi continues to be the Company’s primary distributor of Celsius products in Canada and has become the

Company’s primary Canadian distributor of Alani Nu’s products and Rockstar products. The transaction is subject to a customary

working capital adjustment in respect of the Rockstar Acquisition. The Captaincy commenced on the Closing Date of the Pepsi

Transactions and will continue during the term of the A&R U.S. Distribution Agreement. For additional information, see Note 4.

Revenue, Note 5. Acquisitions and Note 12. Related Party Transactions.

The Amended and Restated U.S. Distribution Agreement

On the Closing Date of the Pepsi Transactions, the Company entered into the A&R U.S. Distribution Agreement with Pepsi, which

amended and restated in its entirety the Original Distribution Agreement, predominantly to provide that Pepsi become the primary

distributor of Alani Nu and Rockstar products. The other material terms and covenants, including termination provisions, contained

in the Original Distribution Agreement remain in full force and effect in the A&R U.S. Distribution Agreement. In connection with

the transition of the distribution of Alani Nu products to Pepsi, the Company is incurring fees from the termination of agreements

with certain existing Alani Nu distributors. Pepsi has agreed to reimburse the Company for such distribution fees to facilitate the

transition of certain distribution rights to Pepsi. For additional information, see Note 4. Revenue and Note 12. Related Party

Transactions.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Alani Nu Acquisition

On the Closing Date of Alani Nu, the Company completed the Alani Nu Acquisition for a total consideration comprising (i)

$1,275.0 million in cash, subject to adjustment as set forth in the purchase agreement, (ii) an aggregate of 22,451,224 shares of the

Company's common stock and (iii) up to $25.0 million in additional cash consideration, payable only if revenue of Alani Nu’s

products meet or exceed an agreed upon target for calendar year 2025. In connection with the finalization of customary post-closing

adjustments in the third quarter of 2025, the Company made a payment of $22.4 million to the Sellers. For additional information,

see Note 5. Acquisitions.

Credit Agreement

On the Closing Date of Alani Nu, Celsius and certain of its subsidiaries, the lenders and issuing banks from time to time party

thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, entered into a Credit Agreement, which

provides for a term loan facility in an aggregate principal amount of up to $900.0 million, which was fully drawn on the Closing

Date of Alani Nu to fund a portion of the cash consideration paid to the Sellers (the remaining cash consideration was funded with

existing cash on hand), and the Revolving Credit Facility in an aggregate principal amount of up to $100.0 million, which remained

undrawn as of September 30, 2025. For additional information, see Note 6. Debt and Note 17. Subsequent Events.

2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in

accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation

S-X. Accordingly, the condensed consolidated financial statements do not include all of the information and notes required by U.S.

GAAP for annual audited consolidated financial statements. In the opinion of management, all adjustments considered necessary for

a fair presentation have been included. The preparation of our condensed consolidated financial statements in accordance with U.S.

GAAP requires management to make estimates and assumptions that affect reported amounts, based on historical experience and

other reasonable factors. These estimates and assumptions are reviewed on an ongoing basis and revised as circumstances change.

Accordingly, the results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results

expected for any future period or the full year. These condensed consolidated financial statements have been prepared on a basis

that is substantially consistent with the accounting principles applied in the Company's Annual Report, as filed with the SEC. These

condensed consolidated financial statements and the accompanying notes should be read in conjunction with such Annual Report.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Certain prior period amounts have been reclassified to conform to the current period's presentation in the condensed consolidated

financial statements and accompanying notes. These reclassifications were made for consistency with current period presentation

and had no effect on operating results.

Line Items – As Previously Reported	Line Item – As Reclassified
Balance Sheets
Right of use assets-operating leases	Other long-term assets
Right of use assets-finance leases-net	Other long-term assets
Intangibles-net	Customer relationships-net
Intangibles-net	Brands-net
Lease liability operating leases (previously presented in current liabilities)	Other current liabilities
Lease liability finance leases (previously presented in current liabilities)	Other current liabilities
Lease liability operating leases (previously presented in non-current liabilities)	Other long term liabilities
Lease liability finance leases (previously presented in non-current liabilities)	Other long term liabilities
Deferred tax liability	Other long term liabilities
Statements of Operations and Comprehensive Income
Foreign exchange gain (loss)	Other, net
Statements of Cash Flows
Loss on disposal of property and equipment	Other operating activities
Foreign exchange loss	Other operating activities
Change in right of use and lease obligation-net	Other long-term liabilities
Proceeds from exercise of stock options	Other financing activities
Principal payments on finance and lease obligations	Other financing activities

Principles of Consolidation — These condensed consolidated financial statements include the accounts of the Company and its

wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in accordance with U.S. GAAP.

Business Combinations — The Company accounts for business combinations in accordance with ASC 805. Under this guidance, the

results of operations of an acquired business are included in the Company’s condensed consolidated financial statements and related

notes prospectively from the acquisition date.

The Company allocates the purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed

based on their fair values as of the acquisition date. Any excess of the purchase consideration over the fair value of net assets

acquired is recognized as goodwill. During the measurement period, which does not exceed twelve months from the acquisition

date, adjustments to the preliminary fair value estimates may be recorded as additional information becomes available.

Measurement period adjustments, if applicable, are recognized in the reporting period in which the adjustments are determined and

are reflected as a prospective adjustment to goodwill. See Note 5. Acquisitions.

Contingent Consideration — In connection with the Alani Nu Acquisition, the Company recorded a liability at fair value for the

contingent consideration potentially payable to the Sellers subject to achievement of certain 2025 revenue targets, with a maximum

payment of $25 million. The acquisition date fair value of the liability was estimated using discounted future cash flows based on a

probability-weighted expected return methodology using Level 3 inputs such as forecasts of revenue. The Company evaluates the

fair value of the contingent consideration quarterly and adjusts the carrying value as new information becomes available. See Note

5. Acquisitions.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets recognized as part of acquisitions are

subsequently tested for impairment in accordance with the Company’s accounting policy for goodwill and indefinite-lived

intangible assets. Indefinite-lived intangible assets are not amortized and are tested for impairment at least annually, or more

frequently if indicators arise. Intangible assets with defined useful lives are generally measured at cost, net of accumulated

amortization and impairment, and are amortized on a straight-line basis over their estimated useful lives. Useful lives are

determined based on expected cash flows and other relevant facts and circumstances specific to each asset. See Note 7. Goodwill

and Intangibles for further discussion of impairment testing.

Debt — The Company accounts for all debt instruments in accordance with the guidance provided under ASC 470. Debt is initially

recognized at the amount of proceeds received, net of any original issue discounts or premiums and debt issuance costs, and is

subsequently carried at amortized cost. Debt is classified as current or non-current based on the contractual maturity dates. Issuance

costs for the revolving credit arrangement are recorded in other assets on the Company’s condensed consolidated balance sheets.

Original issue discounts and debt issuance costs are recognized as interest expense over the term of the debt using the effective

interest method. See Note 6. Debt for additional information.

Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, maintain

discrete financial information, and undergo regular review by the CODM, who is the Chief Executive Officer, to assess

performance and allocate resources. Although the Company operates in multiple geographical regions and offers a range of

products under distinct brands, it functions as a single operating segment. The CODM evaluates operating results and allocates

resources on a consolidated basis due to the significant economic interdependencies between the Company's brands, geographical

operations and product offerings. As a result, the Company and its brands are managed as a single operating segment, which also

represents the Company’s single reportable segment. Although the Company has a single reportable segment, it is still required to

comply with all disclosure requirements set forth in the existing guidance under Segment Reporting (Topic 280). See Note 15.

Segment Reporting.

Significant Estimates — The preparation of condensed consolidated financial statements and accompanying disclosures in

conformity with U.S. GAAP requires management to make recurring estimates and assumptions that affect the reported amounts of

assets, liabilities, revenues, and expenses, as well as disclosure of contingent assets and liabilities at the date of the financial

statements. Although these estimates are based on management's best knowledge of current events and actions that the Company

may undertake in the future, actual results may differ from those estimates. These estimates and judgments are reviewed on an

ongoing basis and are revised when necessary. Significant estimates include promotional allowances, intangibles, assets and

liabilities assumed as a part of business combinations, allowance for inventory obsolescence and sales returns, the useful lives of

property, plant and equipment, impairment of goodwill and intangibles, deferred taxes and related valuation allowance, valuation of

contingent consideration, stock-based compensation and preferred stock.

Fair Value Measurements — ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of

valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are

prioritized below:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices in active markets included in Level 1 that are observable, directly or indirectly.

Level 3: Unobservable inputs, which rely on the reporting entity’s assumptions when there is little or no market data.

The Company performs valuations of assets acquired and liabilities assumed in acquisitions accounted for as a business

combination and recognizes the assets acquired and liabilities assumed at their acquisition-date fair value. The fair value hierarchy

established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable

inputs when measuring fair value. For additional information on fair value measurement as part of the Rockstar and Alani Nu

acquisitions, see Note 5. Acquisitions. For additional information on the fair value measurement as part of the Preferred Stock

issuance and modification, see Note 13. Mezzanine Equity.

Concentrations of Risk — The majority of the Company’s revenue is derived from the sale of functional energy drinks. Functional

energy drink product revenue accounted for approximately 95.0% and 94.1% of revenue for the three and nine months ended

September 30, 2025, respectively, and 94.5% and 95.4% of revenue for the three and nine months ended September 30, 2024,

respectively.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Revenue from customers accounting for more than 10.0% of total revenue for the three and nine months ended September 30, 2025

and 2024 was as follows:

	Three Months Ended September<br><br>30,		Nine Months Ended September<br><br>30,
	2025	2024	2025	2024
Pepsi	35.4%	47.0%	38.5%	53.5%
Costco	11.1%	14.9%	10.4%	12.2%
Amazon	5.5%	10.2%	7.5%	9.3%
All others	48.0%	27.9%	43.6%	25.0%
Total	100.0%	100.0%	100.0%	100.0%

Accounts receivable from customers accounting for more than 10.0% of total accounts receivable-net as of September 30, 2025 and

December 31, 2024 were as follows:

	September 30,<br><br>2025	December 31,<br><br>2024
Pepsi	37.4%	62.2%
Amazon	14.7%	8.9%
Costco	8.9%	10.2%
All others	39.0%	18.7%
Total	100.0%	100.0%

Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less, when

purchased, to be cash equivalents. As of September 30, 2025 and December 31, 2024, the Company did not hold any instruments

with original maturities exceeding three months.

Restricted Cash — In connection with the A&R U.S. Distribution Agreement, the Company received upfront payments from Pepsi

that are contractually restricted. These funds are designated solely to satisfy termination payments to certain former Alani Nu

distributors, are not available for general operating activities, and are classified as restricted cash on the Company’s condensed

consolidated balance sheets. Any amounts not utilized for such termination payments are required to be returned to Pepsi. For

additional information see Note 4. Revenue and Note 12. Related Party Transactions.

Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its

product revenue and related accounts receivable, as it generally does not require collateral from its customers. The Company’s

expected loss allowance for accounts receivable is determined using historical collection experience, current and expected future

economic and market conditions, an assessment of the current status of customers’ trade accounts receivable, and where available,

an evaluation of the financial condition and credit ratings of larger customers, including credit reports. Customers are pooled based

on common risk factors, and the Company reassesses these customer pools on a periodic basis. The allowance for credit losses is

based on aging of the accounts receivable balances and estimated credit loss percentages.

Changes in the allowance for expected credit losses for the nine-month period ended September 30, 2025 were as follows:

	Allowance for Expected<br><br>Credit Losses
Balance as of December 31, 2024	$5,278
Current period change for expected credit losses	2,743
Balance as of September 30, 2025	$8,021

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Deferred Costs — The Company deferred the excess of the fair value of the shares of Preferred Stock issued to Pepsi over the

consideration received. These deferred costs are amortized on a straight-line basis, as a reduction of revenue, over the term of the

A&R U.S. Distribution Agreement, aligning expense recognition with the associated benefits. Deferred costs are classified and

presented as separate current and non-current line items on the Company’s condensed consolidated balance sheets.

Long-Lived Assets by Geographic Area — The following table consists of geographic long-lived asset information, which includes

property, plant and equipment-net, customer relationships-net, definite lived brands-net, and a portion of other current and long-

term assets and excludes goodwill and indefinite lived brands, for individual countries that represent a significant portion of the

total. All of the Company’s North American long-lived assets are located in the U.S. and Canada.

	September 30,<br><br>2025	December 31,<br><br>2024
North America	$197,635	$72,115
Finland	12,133	10,950
Sweden	4,441	2,523
Ireland	3,598	3,599
Other	29	29
Long-lived assets related to foreign operations	20,201	17,101
Long-lived assets-net	$217,836	$89,216

Deferred Revenue — The Company receives payments from certain distributors as reimbursement for contract termination costs

paid to the prior distributors. Amounts received or contractually due under new or amended distribution agreements related to these

termination cost reimbursements are accounted for as deferred revenue and are recognized ratably over the anticipated life of the

respective new or amended distribution agreements. Deferred revenue is classified and presented as separate current and non-

current line items on the Company’s condensed consolidated balance sheets.

Accrued Distributor Termination Fees — In connection with the A&R U.S. Distribution Agreement, the Company accrued

distributor termination fees related to the transition of certain Alani Nu distribution to Pepsi. These accruals represent amounts

expected to be paid to former distributors and, where applicable, amounts to be returned to Pepsi if actual termination costs are less

than the upfront payments received from Pepsi. The Company recognizes these accruals when a loss is probable and reasonably

estimable, based on current available information, and updates estimates as facts change. Termination charges are presented as

distributor termination fees in the Company's condensed consolidated statements of operations and comprehensive income.

Termination accruals are presented as accrued distributor termination fees on the Company’s consolidated balance sheets. For

additional information see Note 4. Revenue and Note 11. Accrued Distributor Termination Fees.

Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The

Company primarily utilizes targeted marketing initiatives across various channels, including print (e.g., print displays), radio, digital

and streaming platforms, online and social media, television, direct sponsorships, endorsements and in-store displays. The Company

incurred advertising expenses of approximately $87.4 million and $64.4 million for the three months ended September 30, 2025 and

2024, respectively. For the nine months ended September 30, 2025 and 2024 the Company incurred advertising expenses of

approximately $223.3 million and $170.3 million, respectively.

Income Taxes — Starting in 2025, the Company has come within the scope of the Organization for Economic Co-operation and

Development's Pillar Two framework, which establishes a global minimum corporate tax of 15% for companies with global

revenues and profits above certain thresholds. Certain jurisdictions in which the Company operates have enacted their respective tax

laws to comply with Pillar Two. As of now, the Company does not expect Pillar Two to have a material impact on its consolidated

results of operation, financial position, or cash flows. The Company will continue to monitor pending legislation and

implementation by individual countries.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Recently Issued Accounting Pronouncements

In June 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The

ASU updates the guidance on the capitalization, amortization and impairment of internal-use software. The standard is effective for

fiscal years beginning after June 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of ASU

2025-06 on its consolidated financial statements.

In March 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses

for Accounts Receivable and Contract Assets. The ASU introduces a practical expedient that allows entities to estimate expected

credit losses on current trade receivables and contract assets without incorporating macroeconomic factors, assuming current

conditions persist over the asset’s remaining life. The Company currently incorporates macroeconomic factors, along with other

inputs, into its allowance methodology, including forward-looking economic and market conditions. As such, the practical

expedient under ASU 2025-05 would only apply if the Company elects to modify its current model. ASU 2025-05 is effective for

all entities for annual reporting periods (including interim reporting periods within those annual periods) beginning after December

15, 2025, with early adoption permitted. The Company will continue to monitor developments and assess the potential impact of the

ASU on future reporting periods.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures,

introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires

companies to provide an annual rate reconciliation in both dollar figures and percentages, and changes the way annual income taxes

paid are disclosed by all entities, necessitating a breakdown by federal, state, and foreign jurisdictions. The standard became

effective for the Company beginning with fiscal year 2025. The Company is applying the new guidance on a prospective basis and

expects ASU 2023-09 to impact only disclosures with no effect on the Company's financial condition, results of operations or cash

flows.

In November 2024, the FASB issued ASU

2024-03,

Income Statement — Reporting Comprehensive Income — Expense

Disaggregation Disclosures (Subtopic 220-40). The effective date was further clarified by 2025-01 in January 2025. These

standards enhance expense disclosures by requiring more detailed information on the types of expenses included in certain captions

within the condensed consolidated financial statements, including employee compensation, depreciation, amortization, and costs

incurred related to inventory and manufacturing activities in income statement expense captions such as cost of sales and selling,

general and administrative expenses. The guidance is effective for fiscal years beginning after December 15, 2026 and interim

periods beginning after December 15, 2027, with early adoption permitted. The Company will apply the new guidance on a

prospective basis and expects ASU

2024-03

to impact only disclosures with no effect on the Company's financial condition, results

of operations or cash flows.

3. EARNINGS PER SHARE

The Company’s Preferred Stock is classified as a participating security in accordance with ASC Topic 260, Earnings per Share, and

is therefore included in the two-class method. Basic EPS reflects an allocation of period earnings to the Preferred Stock based on its

contractual dividends and participation rights, as if all earnings for the period were distributed. The Preferred Stock does not

participate in losses; accordingly, no losses have been allocated to it.

Dilutive EPS for the Preferred Stock is computed using the more dilutive of (i) the two-class method (distributed and undistributed)

and (ii) the if-converted method. When the if-converted method results in greater dilution, diluted EPS is calculated as if all shares

of Preferred Stock were converted into common stock at the beginning of the period (or at the issuance date, if later). In this case,

preferred dividends are added back to net income, and the corresponding conversion shares are included in the denominator. In all

other cases, the two-class method is applied, under which the Preferred Stock is treated as a participating security and earnings are

allocated between common stock and the Preferred Stock based on their respective participation rights. The terms of the Series A

Preferred Stock and Series B Preferred Stock are substantially identical, and both are classified as mezzanine equity, as discussed in

Note 13. Mezzanine Equity.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

	Three Months Ended September<br><br>30,		Nine Months Ended September<br><br>30,
	2025	2024	2025	2024
Numerator:
Net (loss) income	$(61,014)	$6,356	$83,260	$163,950
Dividends on convertible preferred stock	(9,657)	(6,913)	(23,289)	(20,588)
Income allocated to participating preferred stock	—	—	(5,272)	(12,357)
Net (loss) income attributable to common<br><br>stockholders	$(70,671)	$(557)	$54,699	$131,005
Effect of dilutive securities:
Allocation of earnings to participating securities	$—	$—	$5,272	$12,357
Reallocation of earnings to participating securities	—	—	(5,082)	(12,154)
Net (loss) income available to common stockholders<br><br>after assumed conversions	$(70,671)	$(557)	$54,889	$131,208
Denominator:
Weighted average common shares outstanding, basic	257,778	233,696	250,325	233,219
Dilutive shares of common stock	—	—	2,476	4,261
Weighted average shares of common stock<br><br>outstanding, diluted	257,778	233,696	252,801	237,480
(Loss) earnings per share:
Basic	$(0.27)	$(0.00)	$0.22	$0.56
Diluted	$(0.27)	$(0.00)	$0.22	$0.55

For each of the three and nine months ended September 30, 2025, approximately 29.3 million and 23.4 million potentially dilutive

shares of common stock, respectively, were excluded from the computation of diluted earnings per share related to common

stockholders, as their effect was antidilutive.

For each of the three and nine months ended September 30, 2024, approximately 27.1 million and 22.0 million, potentially dilutive

shares of common stock, respectively, were excluded from the computation of diluted earnings per share related to common

stockholders, as their effect was antidilutive.

4.REVENUE

The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The

primary performance obligation is the promise to sell finished products to customers, including distributors, wholesalers, and

retailers. Performance obligations are typically satisfied once control or title is transferred based on the commercial terms of the

applicable agreements with customers. Revenue is measured as the amount of consideration the Company expects to receive in

exchange for transferring goods. Revenue is recorded net of variable consideration, such as provisions for returns, discounts and

allowances. Such provisions are calculated using historical averages and are adjusted to reflect anticipated changes based on current

business conditions. Consideration given to customers for advertising is recognized as a reduction of revenue except to the extent

that there is a distinct good or service at or below fair market value, in which case the expense is classified as selling, general and

administrative expenses in the Company's condensed consolidated statements of operations and comprehensive income. The

amount of consideration the Company receives and revenue the Company recognizes varies with changes in incentives the

Company offers to its customers and their customers.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The following table sets forth the amount of revenue by geographical location for the three and nine months ended September 30,

2025 and September 30, 2024:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
North America	$701,990	$247,125	$1,722,983	$968,988
Europe	17,691	16,243	54,651	47,069
Asia-Pacific	3,518	594	10,143	2,129
Other	1,907	1,786	5,864	5,247
Revenue	$725,106	$265,748	$1,793,641	$1,023,433

All of the Company’s North American revenue was derived from the U.S. and Canada.

Promotional (Billback) Allowances

The Company’s promotional allowance programs with its customers are executed through separate agreements in the ordinary

course of business (variable consideration). These agreements can provide for one or more of the arrangements described below and

are of varying duration. The Company’s billbacks are calculated based on various programs with distributors and retail customers,

and accruals are established for the Company’s anticipated liabilities. These accruals are based on agreed upon terms as well as the

Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer

participation and the performance of distributors and retail customers. Differences between estimated and actual promotional and

other allowances are recognized in the period such differences are determined.

Promotional allowances are recorded as reductions to revenue and primarily include consideration given to the Company’s

distributors or retail customers including, but not limited to the following:

•discounts from list prices to support price promotions to end-consumers by retailers;

•reimbursements given to distributors for agreed portions of their promotional spend with retailers, including slotting, shelf

space allowances and other fees for both new and existing products;

•the Company’s agreed share of fees given to distributors and/or directly to retailers for certain advertising, in-store

marketing and promotional activities that cannot be separated from the transaction price;

•the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/

or wholesalers;

•incentives provided to distributors and/or retailers for achieving or exceeding certain predetermined volume goals or other

incentive targets;

•discounted products;

•contractual fees given to distributors for items sold below defined pricing targets; and

•contractual fees paid to the Company’s distributors related to sales made by the Company directly to certain customers

within the distributors’ sales territories.

For the three months ended September 30, 2025 and September 30, 2024, promotional allowances included as a reduction of

revenue were $246.0 million and $110.3 million, respectively. For the nine months ended September 30, 2025 and September 30,

2024, promotional allowances included as a reduction of revenue were $545.9 million and $326.7 million, respectively.

Accrued promotional allowances were $234.1 million and $135.9 million as of September 30, 2025 and December 31, 2024,

respectively.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Transaction Agreement – Rockstar Acquisition and Captaincy

On the Closing Date of the Pepsi Transactions, the Company entered into the Transaction Agreement with Pepsi, pursuant to which

(i) the Company acquired certain assets, and assumed certain liabilities, comprising Rockstar in the U.S. and Canada and (ii) the

Company and Pepsi commenced the Captaincy. Under the Captaincy, Pepsi is obligated to use commercially reasonable efforts to

sell and distribute the Company’s energy drink portfolio in the U.S. and to prioritize the Company's products within its beverage

distribution system. The arrangement provides the Company with enhanced control and oversight of the energy drink category

within Pepsi’s U.S. distribution network, including the ability to determine product facings, merchandising allocations and certain

promotional priorities for energy beverages. In connection with the A&R U.S. Distribution Agreement, the Company recognized an

asset of $598.8 million for a payment to its customer, which is presented within deferred other costs, current and non-current, on the

condensed consolidated balance sheets. The asset is being amortized as a reduction of revenue over the approximate 17 year term of

the A&R U.S. Distribution Agreement in accordance with ASC 606. For additional information, see Note 5. Acquisitions and Note

12. Related Party Transactions.

Amended and Restated U.S. Distribution Agreement

On the Closing Date of the Pepsi Transactions, the Company entered into the A&R U.S. Distribution Agreement with Pepsi, which

amended and restated in its entirety the Original Distribution Agreement, predominantly to include Pepsi’s distribution of Alani Nu

and Rockstar products (in addition to existing Celsius products). The other material terms and covenants, including termination

provisions, contained in the Original Distribution Agreement remain in full force and effect. In connection with this product

transition, the Company has incurred fees from the termination of agreements with certain existing Alani Nu distributors and the

transfer of territory rights to Pepsi. Pepsi will reimburse the Company for such fees to facilitate the transition of these distribution

rights to Pepsi. Amounts received from Pepsi are contractually restricted to be used only to pay termination fees owed to other

distributors. Any excess cash received over amounts paid to other distributors must be refunded to Pepsi. After deducting amounts

paid to terminated distributors, the net cash balance is presented as restricted cash on the condensed consolidated balance sheets.

Amounts received pursuant to the A&R U.S. Distribution Agreement relating to the costs associated with terminating the

Company’s prior distributors have been accounted for as deferred revenue and are being recognized ratably over the approximate

17-year term of the A&R U.S. Distribution Agreement. For additional information about deferred revenue, see Note 12. Related

Party Transactions.

5.ACQUISITIONS

Rockstar Acquisition

On August 28, 2025, the Company entered into a series of transactions with Pepsi, pursuant to which the Company acquired

Rockstar in the U.S. and Canada, as well as certain related property, plant and equipment, inventory, customer relationships and

marketing functions. The Rockstar Acquisition was accounted for as a business combination under ASC 805.

On the Closing Date of the Pepsi Transactions, the Company entered into the Series B Purchase Agreement with Pepsi. Under this

agreement, the Company issued 390,000 shares of newly designated Series B Preferred Stock, with a par value of $0.001 per share.

Concurrently, and in connection with the Pepsi Transactions, the Company amended the redemption and conversion rights of the

1,466,666 outstanding shares of Series A Preferred Stock previously issued to Pepsi on August 1, 2022. This amendment aligned

the terms of the Series A Preferred Stock, including the redemption period, with those of the newly issued Series B Preferred Stock.

For additional information, see Note 12. Related Party Transactions and Note 13. Mezzanine Equity.

The estimated fair value of the Series B Preferred Stock, along with the estimated incremental fair value of Series A Preferred Stock

resulting directly from the amendment, was treated as noncash consideration, partially accounted for under ASC 805 as

consideration transferred for the acquisition of the Rockstar business, and partially accounted for under ASC 606 as an upfront

payment to Pepsi in its capacity as a customer of the Company. For additional information, see Note 4. Revenue and Note 12.

Related Party Transactions.

The consideration attributable to the Rockstar Acquisition was estimated based on both the income and market approaches. Given

Rockstar's distinct size, scale, and recent performance relative to its industry peers, the Company primarily relied on the discounted

cash flow method, a form of the income approach. The resulting valuation was then corroborated by analyzing implied market

multiples of comparable publicly traded companies, with adjustments made to reflect differences in growth prospects, profitability

and risk profile.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The total consideration related to the Pepsi Transactions consists of (i) non-cash consideration associated with the issuance of the

Series B Preferred Stock and the amendment to the terms of the Series A Preferred Stock less (ii) cash consideration received from

Pepsi related to net working capital adjustments, which was intended to compensate the Company for certain working capital

requirements of the Rockstar business. The preliminary purchase consideration is calculated as follows:

	Purchase Consideration
Total estimated fair value of Series B Preferred Stock	$907,920
Total incremental estimated fair value of Series A Preferred Stock	27,867
Total fair value of Series B Preferred Stock and incremental fair value of Series A<br><br>Preferred Stock	$935,787
Non-cash amount attributable to ASC 606 upfront payment to customer	$598,787
Non-cash amount attributable to ASC 805 business acquisition	$337,000
Less: Net working capital cash received from Pepsi [1]	(29,156)
Total preliminary Rockstar purchase consideration	$307,844

[1] Amount includes $30.6 million net working capital payment received from Pepsi pursuant to the Transaction Agreement, offset by $1.5 million payable

to Pepsi upon finalization of customary post-closing adjustments. The cash payment of $30.6 million is presented within the cash flows from investing

activities in the condensed consolidated statement of cash flows for the nine months ended September 30, 2025.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Closing Date of the

Pepsi Transactions. The Company is in the process of reviewing and finalizing third-party valuations of certain intangible assets,

tangible assets, and finished goods inventory; therefore, the provisional measurements of assets acquired are subject to change as

the valuation procedures are finalized.

	At August 28, 2025
ASSETS
Inventories	$10,529
Property, plant and equipment	4,917
Brands	176,000
Customer relationships	5,500
Prepaid expenses and other current assets	1,461
LIABILITIES
Accrued expenses	390
Net identifiable assets acquired	$198,017
Goodwill	109,827
Total preliminary Rockstar purchase consideration	$307,844

The Rockstar Acquisition resulted in the recognition of $109.8 million of goodwill, primarily composed of the expansion of

Rockstar and the development of new intellectual property through innovation, the value of the assembled workforce, particularly

key personnel in advertising and marketing, the acquisition of new direct customer relationships and projected synergies resulting

from the integration of distribution networks. Goodwill recognized is expected to be deductible for tax purposes and has been

allocated to the Company’s single reporting unit.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Intangible assets acquired

The fair value of the Rockstar intangible brand asset was estimated using the relief-from-royalty method, an income approach

technique that reflects the royalty expense a market participant would avoid by owning rather than licensing the brand. Key

assumptions included forecasted revenue and cash flows attributable to the brand, a royalty rate and a discount rate. The brand asset

was determined to have an indefinite useful life. The valuation relied on significant unobservable inputs and is therefore classified

as a Level 3 fair value measurement. The acquired brand intangible asset includes all trademarks, trade names, proprietary formulas,

recipes and other intellectual property.

The fair value of the customer relationship intangible asset was estimated using the with-and-without method, a form of the income

approach that quantifies the economic benefit of having existing customer relationships in place as of the acquisition date. This

method measures the difference in the present value of expected cash flows between two scenarios, one in which the business

retains its existing customer base and one in which it must reestablish those relationships over time. Key assumptions included

forecasted revenue recovery rates, a discount rate and the cost and time required to reestablish customer relationships. The valuation

relied on significant unobservable inputs and is therefore classified as a Level 3 fair value measurement.

The identifiable customer relationships asset acquired will be amortized on a straight-line basis over its estimated useful life. The

following table summarizes the estimated fair values of identifiable intangible assets acquired and their respective amortization

periods:

	Estimated Useful<br><br>Life in Years	At August 28, 2025
Brands	Indefinite	$176,000
Customer relationships	10	5,500
Total intangibles acquired		$181,500

Rockstar Operations

Rockstar’s operations generated approximately $12.2 million of revenue and $8.5 million of net income before provisions for

income taxes for the period from the Closing Date of the Pepsi Transactions through September 30, 2025. The results included $6.6

million of other income recorded within other (expense) income in the condensed consolidated statements of operations and

comprehensive income. This amount reflects sales of Rockstar products under the transition service agreement under which the

Company was an agent in certain sales transactions during the period from the Closing Date of the Pepsi Transactions through

September 30, 2025.

Transaction Costs

In conjunction with the Rockstar Acquisition, the Company incurred approximately $10.7 million of transaction costs for both the

three and nine months ended September 30, 2025. Costs were recognized as selling, general and administrative expenses in the

condensed consolidated statements of operations and comprehensive income.

Alani Nu Acquisition

On April 1, 2025, the Company completed the Alani Nu Acquisition pursuant to the terms of the membership interest purchase

agreement dated February 20, 2025. The total preliminary purchase consideration was composed of (i) cash consideration as

outlined in the table below, subject to finalization of customary post-closing adjustments, (ii) an aggregate of 22,451,224

unregistered shares of the Company's common stock subject to a registration rights agreement and a lock-up agreement that restricts

the sale or transfer of the Company's common stock, with one-third of the common stock released from restrictions on each of April

1, 2026, October 1, 2026 and April 1, 2027 and (iii) up to $25.0 million in additional cash consideration, payable only if revenue of

Alani Nu’s products meet or exceed an agreed upon target for calendar year 2025.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The Alani Nu Acquisition was accounted for as a business combination. Preliminary purchase consideration consisted of the

following:

	Purchase Consideration
Cash consideration [1]	$1,322,425
Share consideration	721,964
Contingent consideration[2]	11,200
Preliminary fair value of purchase consideration	$2,055,589

[1] Amount includes base cash consideration of $1,275.0 million per the Alani Nu purchase agreement, plus $22.4 million of cash paid in connection with

the finalization of customary post-closing adjustments, plus Alani Nu closing cash acquired, offset by certain indebtedness related items. For the nine

months ended September 30, 2025, the Company paid $1,278.8 million, net of cash acquired, as reflected in the condensed consolidated statement of

cash flows.

[2] A probability-weighted expected return method was used to value the contingent consideration, whereby value is determined based on expected cash

flows under various scenarios related to the achievement of the revenue target. The measurement includes significant inputs not observable in the market

and thus represents a Level 3 measurement as defined in ASC 820.

The Company funded the cash consideration using cash on hand and proceeds from the Company's term loan facility under the

Credit Agreement as defined and described in Note 6. Debt. In connection with the Alani Nu Acquisition, the Company initially

recognized a liability for contingent consideration of $11.2 million, payable subject to the achievement of a revenue target by

December 31, 2025, with a maximum potential payment of $25.0 million. As of June 30, 2025, the contingent consideration was

remeasured to the maximum $25.0 million payout, driven by the outperformance of Alani Nu's revenue results for the three months

ended June 30, 2025 relative to the financial projections as of Closing Date of Alani Nu and a revised upward forecast for the

remainder of the calendar year. The Company considered the time value of money in evaluating the fair value of the contingent

consideration; however, due to the short duration between June 30, 2025 and the expected payment date, the Company concluded

that discounting would not have a meaningful impact on the condensed consolidated statements of operations and comprehensive

income. This amount is reflected as "Contingent consideration" on the condensed consolidated balance sheets. The fair value

adjustment of $13.8 million was recognized in selling, general and administrative expenses within the condensed consolidated

statements of operations and comprehensive income. During the three months ended September 30, 2025, no new information

became available that changed the Company’s determination of the fair value of the contingent consideration reached in the quarter

ended June 30, 2025.

The estimated fair value of the 22,451,224 shares of common stock issued to the Sellers was $32.16 per share. This represents the

closing share price of $35.73 on the Closing Date of Alani Nu, adjusted by a DLOM of 10%, given that the offer and sale of the

shares were not registered under the Securities Act and are “restricted securities” as defined by Rule 144 promulgated under the

Securities Act. The DLOM was calculated based on the Finnerty model, which incorporates Level 2 and 3 inputs and assumptions,

including historical stock volatility, management’s estimated time to liquidity based on the Company’s expectations for the time to

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the Closing Date of Alani

Nu. Given the close proximity to the Closing Date of Alani Nu, the Company is still finalizing and reviewing the estimated useful

lives of intangible assets and the estimated fair values of the assets acquired and liabilities assumed. Accordingly, additional

measurement period adjustments may be recorded. The provisional measurements of intangible assets, net working capital assets,

property, plant, and equipment, and goodwill are subject to change as the valuation procedures are finalized.

	At April 1, 2025
ASSETS
Cash and cash equivalents	$43,655
Accounts receivable	82,412
Inventories [1]	95,776
Prepaid expenses and other current assets	1,699
Property, plant and equipment [2]	2,662
Brands	1,104,000
Customer relationships	111,000
LIABILITIES
Accounts payable	49,117
Accrued expenses [3]	48,887
Deferred revenue-current	8,519
Other current liabilities	426
Deferred revenue-non-current	3,780
Other long term liabilities	6,698
Net identifiable assets acquired	$1,323,777
Goodwill	731,812
Total purchase consideration	$2,055,589

[1] Includes an inventory valuation step-up of $21.7 million which was recognized as an adjustment to the Company’s cost of revenue in the condensed

consolidated statements of operations and comprehensive income for the three months ended June 30, 2025. The preliminary fair value was determined

based on Level 3 inputs including the estimated selling price of the inventory, less the remaining estimated costs to sell such inventory and an estimated

normal profit margin on the disposal efforts.

[2] Includes preliminary fair value adjustments related to acquired Alani Nu assets, which are subject to finalization during the measurement period. A

measurement period adjustment of $2.9 million recorded for the three months ended September 30, 2025 was primarily related to property, plant and

equipment and prepaid expenses and other current assets.

[3] Includes $3.1 million the Company paid relating to the settlement of the net working capital adjustment. The settlement resulted in a decrease in accrued

expenses and an increase in the estimated total purchase consideration. The adjustment did not impact goodwill.

The Alani Nu Acquisition resulted in the recognition of $731.8 million of goodwill, attributable to anticipated revenue synergies,

combined distribution capabilities, and operational and administrative cost efficiencies. The majority of goodwill recognized is

expected to be deductible for tax purposes and has been allocated to the Company’s single reporting unit.

Intangible assets acquired

The fair value of the Alani Nu brand was estimated using the relief-from-royalty method, an income approach technique that

reflects the royalty expense a market participant would avoid by owning rather than licensing the brand. Key assumptions included

forecasted revenue and cash flows attributable to the brand, the royalty rate used in the brands valuation, and a discount rate. The

Alani Nu brand was determined to have an indefinite useful life. The valuation relied on significant unobservable inputs and is

therefore classified as a Level 3 fair value measurement. The acquired brand intangible asset includes all trademarks, trade names,

proprietary formulas, recipes, and other intellectual property.

The customer relationships were estimated using a combination of the with-and-without method, an income approach, and a cost

approach. This method reflects the benefits of having existing customer relationships in place at acquisition. Key assumptions

included forecasted revenue recovery rates, a discount rate and the cost and time required to reestablish customer relationships. The

valuation relied on significant unobservable inputs and is therefore classified as a Level 3 fair value measurement.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The following table summarizes the estimated fair value of identifiable intangible assets acquired and their respective remaining

amortization periods:

	Estimated Useful<br><br>Life in Years	At April 1, 2025
Brands	Indefinite	$1,104,000
Customer relationships	5	111,000
Total intangibles acquired		$1,215,000

The identifiable customer relationships asset acquired will be amortized on a straight-line basis over its estimated useful life.

Alani Nu Operations

Alani Nu's operations generated approximately $633.2 million of revenue for the period from the Closing Date of Alani Nu through

September 30, 2025. Given the level of integration, the Company believes that it is impracticable to produce standalone Alani Nu

net income. Certain functions, including supply chain, promotional allowances and shared services are commingled within our

reporting system. In line with ASC 805 and the impracticability criteria under ASC 250-10-45-9, isolating Alani Nu’s results would

require assumptions about prior intent and significant estimates that cannot be objectively substantiated.

Transaction Costs

In conjunction with the Alani Nu Acquisition, the Company incurred approximately $24.8 million of transaction costs for the nine

months ended September 30, 2025. The company did not incur any significant transaction costs during the three months ended

September 30, 2025. Costs were recognized as selling, general, and administrative expenses in the condensed consolidated

statements of operations and comprehensive income. Costs associated with the issuance of common stock issued as consideration in

the Alani Nu Acquisition were immaterial.

Measurement Period Adjustments

Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if

the accounting had been completed at the acquisition date. For the nine months ended September 30, 2025, a measurement period

adjustment of $2.9 million was recorded to property, plant and equipment-net and prepaid expenses and other current assets, with a

corresponding adjustment to goodwill. Depreciation expense related to this measurement period adjustment was immaterial. The

final fair value determination of the assets acquired and liabilities assumed will be completed prior to one year from the transaction

completion, consistent with ASC 805.

Pro forma Consolidated Financial Information

The following unaudited pro forma financial information summarizes the results of operations for the periods indicated as if the

Alani Nu Acquisition and Rockstar Acquisition had been completed on January 1, 2024. The unaudited pro forma information is not

necessarily indicative of the results that the Company would have achieved had the acquisitions actually occurred on January 1,

2024, nor does such information purport to be indicative of future financial operating results.

	Three Months Ended September 30,
	2025	2024
Revenue	$798,496	$513,912
Net (loss) income	(51,019)	17,015
Net (loss) income attributable to common stockholders	$(65,263)	$2,444	Nine Months Ended September 30,
---	---	---
	2025	2024
Revenue	$2,271,993	$1,737,287
Net income	187,809	161,800
Net income attributable to common stockholders	$127,290	$104,485

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The unaudited pro forma financial information includes, where applicable, adjustments for (i) the recognition in cost of revenue of

the inventory step-up, (ii) amortization expense related to acquired customer relationship intangible assets, (iii) additional interest

expense for borrowings related to funding the acquisitions, and (iv) associated tax-related impacts of adjustments. These pro forma

adjustments are based on the available information as of the date hereof and upon assumptions that the Company believes are

reasonable to reflect the impact of the acquisitions with the Company's historical financial information on a pro forma basis.

Adjustments do not include costs related to integration activities, cost savings, or synergies that have been or may be achieved by

the combined business.

Big Beverages Acquisition

On November 1, 2024, the Company acquired

100%

of the outstanding voting equity interests of Big Beverages, the Company's

long time copacker located in Huntersville, North Carolina. The acquisition provides the Company with in-house manufacturing

capacity including access to manufacturing and warehouse facilities and a skilled workforce. The total purchase consideration was

cash of $75.3 million, which is net of $1.5 million of acquired cash. The transaction was accounted for as a business combination

under ASC 805. There have been no changes to the purchase price allocation since December 31, 2024 and the purchase price

allocation is now final.

A summary of the allocation of the total purchase consideration is presented below:

	Purchase<br><br>Consideration	Goodwill	Property, Plant<br><br>and Equipment<br><br>Acquired	Other Net<br><br>Identifiable Assets<br><br>Acquired
Big Beverages Acquisition	$76,812	$58,257	$13,254	$5,301

The acquired intangible asset fair values consisted of the following, which are amortized on a straight-line basis over their estimated

useful lives:

	Estimated Useful<br><br>Life in Years	At November 1,<br><br>2024
Customer relationships	6	$900
Brands	3	500
Intangibles		$1,400

The fair value of identifiable intangible assets was estimated using discounted cash flow models with Level 3 inputs. Customer

relationships were valued using the multi-period excess earnings method, and the brand was valued using the relief-from-royalty

method. Goodwill recognized in the transaction reflects expected synergies, including enhanced manufacturing capabilities and the

assembled workforce, and was allocated to the Company’s single reporting unit. Acquisition-related costs of approximately

$0.3 million were expensed as incurred and recorded in selling, general and administrative expenses during the year ended

December 31, 2024

6. DEBT

Debt consisted of the following:

	September 30, 2025
Term loan, due 2032	$897,750
Less: current portion[1]	(9,000)
Less: unamortized discount and debt issuance costs	(27,278)
Total long-term debt	$861,472

[1] The current portion of the Company’s debt is included in other current liabilities on the condensed consolidated balance sheet.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The Company’s debt outstanding as of September 30, 2025 matures as follows:

2025	$2,250
2026	9,000
2027	9,000
2028	9,000
2029	9,000
Thereafter	859,500
Total Debt	$897,750
Unamortized discounts and debt issuance costs	(27,278)
Total debt, net of unamortized discounts and debt issuance costs	$870,472

Credit Agreement

On April 1, 2025, Celsius Holdings, Inc. and Celsius, Inc., as borrowers, certain subsidiaries of Celsius as guarantors, the lenders

and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent,

entered into the Credit Agreement. The Credit Agreement provides for a term loan facility in an aggregate principal amount of up to

$900.0 million, which was fully drawn on the Closing Date of Alani Nu to fund a portion of the cash consideration, payable to the

Sellers in the Alani Nu Acquisition, and the Revolving Credit Facility in an aggregate principal amount of up to $100.0 million

(which may include the issuance of letters of credit in a stated face amount of up to, but not exceeding, $50.0 million). The Term

Loan Facility matures on April 1, 2032, and the Revolving Credit Facility matures on April 1, 2030.

There were no borrowings and no letters of credit outstanding under the Revolving Credit Facility as of September 30, 2025. As of

September 30, 2025, the Company’s unamortized debt issuance costs related to the Revolving Credit Facility were $2.4 million

which is included in other long term assets in the condensed consolidated balance sheet.

Borrowings under the Credit Agreement bear interest, in the case of the Revolving Credit Facility, (A) at a rate equal to (1) the

highest of (w) the U.S. prime rate, (x) the Federal Funds Rate plus 0.5%, (y) the sum of the benchmark rate for an interest period of

one month plus 1.00%, and (z) 1.00%, plus (2) a margin of 2.0% in the case of alternate base rate loans and (B) a rate equal to term

SOFR or EURIBOR rate plus a margin of 3.0% in the case of benchmark rate loans and, in the case of the Term Loan Facility, (A)

at a rate equal to (1) the highest of (w) the U.S. prime rate, (x) the Federal Funds Rate plus 0.5%, (y) the sum of the benchmark rate

for an interest period of one month plus 1.00%, and (z) 1.00%, plus (2) a margin of 2.25% in the case of alternate base rate loans

and (B) a rate equal to term SOFR or EURIBOR plus a margin of 3.25% in the case of benchmark rate loans. Subsequent to the

delivery of the financial statements for the first full fiscal quarter following the Closing Date of Alani Nu, the interest rate margins

under the Term Loan Facility and the Revolving Credit Facility are subject to step-downs based on the first lien net leverage ratio.

The applicable interest rate is adjusted quarterly on a prospective basis based upon the first lien net leverage ratio in accordance

with the terms of the Credit Agreement. On September 2, 2025, the applicable interest rate was reduced by 0.25% as a result of

achieving the specified covenant metrics under the Credit Agreement. The effective interest rate as of September 30, 2025 was

7.90%.

On October 2, 2025, the Company entered into an amendment to the Credit Agreement that reduced the applicable interest rates

under both the Term Loan Facility and the Revolving Credit Facility by 0.75%. See Note 17. Subsequent Events.

The Term Loan Facility is guaranteed by certain wholly owned domestic subsidiaries of the Company, other than certain excluded

subsidiaries, including, but not limited to, immaterial subsidiaries and foreign subsidiaries. The Term Loan Facility and Revolving

Credit Facility are secured by a first priority security interest in the Company's and the other borrowers’ and guarantors’ cash,

accounts receivable, intellectual property, books and records and related assets and certain intellectual property of other

subsidiaries.

The Credit Agreement contains customary restrictive covenants that, among other things, generally limit the ability of the Company

and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on

subordinated debt, (iii) sell assets, (iv) enter into transactions with affiliates, (v) effect mergers and (vi) incur indebtedness. The

Credit Agreement additionally contains customary representations, warranties, affirmative covenants and events of default (subject

to grace periods). As of September 30, 2025, management had not identified any events of non-compliance with the covenants

under the Credit Agreement.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Beginning in the third quarter of the year ended December 31, 2025, the Credit Agreement requires that the Company make

scheduled quarterly payments equal to 0.25% of the original principal amount of the Term Loan Facility (subject to reductions by

optional and mandatory prepayments of the loans). The Company made $2.3 million of mandatory prepayments for the three and

nine months ended September 30, 2025. Additionally, the Credit Agreement requires mandatory prepayments in connection with

certain assets sales, the incurrence of certain additional indebtedness and the Company’s cash flow exceeding specified thresholds,

in each case subject to various limitations and exceptions.

The Company’s outstanding debt carrying value is listed at its face value less unamortized discount and debt issuance costs on the

condensed consolidated balance sheets. Given the recent inception of the Term Loan Facility and its variable interest rate structure,

based on benchmark rates plus a company-specific credit spread, the Company determined that the carrying amount of the Term

Loan Facility approximated its fair value as of September 30, 2025. The credit spread reflects the Company’s credit rating and is

classified within Level 2 of the fair value hierarchy, as it is derived from observable market inputs but not directly quoted prices.

7. GOODWILL AND INTANGIBLES

Goodwill consisted of the following:

	Goodwill
Balance at December 31, 2024	$71,582
Alani Nu Acquisition	731,812
Rockstar Acquisition	109,827
Foreign currency translation	1,736
Balance at September 30, 2025	$914,957

The carrying amounts and accumulated amortization of intangible assets, net of the impact of foreign exchange rate fluctuations, as

of September 30, 2025 and December 31, 2024 were as follows:

	Estimated Useful<br><br>Life in Years	September 30, 2025	December 31, 2024
Definite-lived intangible assets
Customer relationships	5 - 25	$132,171	$13,970
Brands	3	500	500
Less: accumulated amortization		(14,857)	(2,692)
Definite-lived intangible assets, net		$117,814	$11,778
Indefinite-lived intangibles assets
Brands	indefinite	$1,280,487	$435
Less: impairment[1]		(482)	—
Indefinite-lived intangible assets		$1,280,005	$435
Brands-net		$1,280,353	$907
Customer relationships-net		$117,466	$11,306

[1] During the second quarter of 2025, the Company reassessed the remaining carrying value of the Func Foods brand name intangible asset. The Company

recorded a non-cash impairment charge of $0.5 million (including the impact of foreign exchange) to fully write off the remaining carrying amount of the

Func Foods brand name. This charge is included within other (expense) income on the condensed consolidated statements of operations and

comprehensive income.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The following table reflects the future estimated annualized amortization expense related to definite-lived intangible assets:

2025	$5,913
2026	23,653
2027	23,625
2028	23,486
2029	23,486
Thereafter	17,651
Total	$117,814

As of September 30, 2025 and December 31, 2024, there were no indicators of goodwill or intangible asset impairment. Intangible

asset amortization expense for the three months ended September 30, 2025 and 2024 was approximately $5.8 million and $0.1

million, respectively. Amortization expense for the nine months ended September 30, 2025 and 2024 was approximately $11.8

million and $0.4 million, respectively. Amortization expense is primarily included in selling, general and administrative expenses.

8.INVENTORIES

Inventories are valued at the lower of cost or net realizable value with costs approximating those determined under the first-in, first-

out method. Changes in the inventory reserve are included in cost of revenue.

Inventories-net consist of the following:

	September 30, 2025	December 31, 2024
Finished goods	$227,811	$108,786
Raw materials	59,458	27,088
Less: inventory reserve	(4,755)	(4,709)
Inventories-net	$282,514	$131,165

9.PROPERTY, PLANT AND EQUIPMENT

The following table summarizes the Company's property, plant and equipment balances and includes the estimated useful lives that

are generally used to depreciate the assets on a straight-line basis:

	Estimated Useful<br><br>Life in Years	September 30,<br><br>2025	December 31,<br><br>2024
Merchandising equipment - coolers	3-7	$57,158	$39,231
Machinery and equipment	7-15	22,430	10,136
Vehicles	5	14,919	12,237
Leasehold improvements	3-5	2,443	2,561
Office equipment	3-7	2,880	2,228
Less: accumulated depreciation		(18,905)	(10,791)
Property, plant and equipment-net		$80,925	$55,602

Depreciation expense amounted to approximately $3.0 million and $2.2 million for the three months ended September 30, 2025 and

2024

, respectively. Depreciation expense amounted to approximately $8.2 million and $4.5 million for the nine months ended

September 30, 2025 and

2024

, respectively. Depreciation expense is primarily included in selling, general and administrative

expenses.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

10.ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of September 30, 2025 and December 31, 2024, accounts payable was approximately $97.8 million and $41.3 million,

respectively.

Accrued expenses consisted of the following:

	September 30,<br><br>2025	December 31,<br><br>2024
Unbilled purchases	$107,754	$13,754
Accrued marketing	65,222	34,774
Accrued legal	62,038	63,328
Accrued freight	25,348	5,098
Contractual co-packer obligations	6,565	9,350
Other accrued expenses	44,841	22,476
Accrued expenses	$311,768	$148,780

As of September 30, 2025 and December 31, 2024, accrued legal included $57.8 million and $54.9 million, respectively, related to

ongoing litigation, refer to Note 16. Commitments and Contingencies.

11.ACCRUED DISTRIBUTOR TERMINATION FEES

In connection with the A&R U.S. Distribution Agreement, the Company issued termination notices to existing Alani Nu distributors

and is transferring certain territory rights to Pepsi. As a result, the Company estimated the amounts expected to be paid to former

distributors and recorded the corresponding termination costs as distributor termination fees within the condensed consolidated

statements of operations and comprehensive income for the three and nine months ended September 30, 2025. The majority of

termination notices were delivered prior to or as of September 30, 2025, and the related expenses were recognized upon delivery of

such notices in accordance with ASC Topic 420, Exit or Disposal Cost Obligations. The Company expects any remaining

termination-related obligations to be substantially settled during the fourth quarter of 2025.

	Accrued Distributor<br><br>Terminations
Balance as of December 31, 2024	$—
Current period change for expected termination fees [1]	252,953
Balance as of September 30, 2025	$252,953

[1] This amount includes the distributor termination fees of $246.7 million recognized in the condensed consolidated statements of operations and

comprehensive income for the three months ended, plus an additional $6.2 million of previously recorded deferred revenue related to pre-acquisition

distributor transition payments that also became due to the former distributors upon the termination of such distributors during the three months ended

September 30, 2025.

12.RELATED PARTY TRANSACTIONS

In August 2022, the Company and Pepsi, a related party due to its ownership interest in the Company and Board representation,

entered into multiple agreements, including the Original Purchase Agreement, the Original Distribution Agreement, and the

Original Transition Agreement. Under the Original Purchase Agreement, the Company issued approximately 1.5 million shares of

non-voting Series A Preferred Stock to Pepsi for an aggregate purchase price of $550.0 million. The fair value of the Series A

Preferred Stock at issuance was estimated at $832.5 million, resulting in $282.5 million of excess fair value recorded as deferred

costs within the condensed consolidated balance sheets.

In August 2025, the Company entered into a series of strategic transactions with Pepsi. As part of these transactions, the Series A

Preferred Stock was modified to align key terms, such as conversion and redemption dates, with those of the newly issued Series B

Preferred Stock. The Company recorded an increase of $27.9 million to the Series A Preferred Stock carrying value as part of the

overall Pepsi Transactions. For additional information, see Note 5. Acquisitions and Note 13. Mezzanine Equity.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Under the Series B Purchase Agreement, which was also entered into in August 2025, the Company issued 390,000 shares of Series

B Preferred Stock to Pepsi. Each share of Series B Preferred Stock is convertible, subject to certain conditions and adjustments, into

approximately 29 shares of common stock, and Pepsi obtained the right to currently designate one additional Board member. The

Series B Preferred Stock issued in connection with the Pepsi Transactions had a stated purchase price of $585.0 million and

reflected a portion of the total non-cash consideration. The total non-cash consideration of $935.8 million comprised the fair value

of the newly issued Series B Preferred Stock and the modified Series A Preferred Stock. The total non-cash consideration was

allocated among the various components of the Pepsi Transaction, including the upfront payment to Pepsi for the Captaincy,

considering the allocation measurement principles of ASC 606, and the Rockstar Acquisition, based on the estimated value of

Rockstar. As part of these arrangements, the Company and Pepsi also entered into an A&R U.S. Distribution Agreement under

which Pepsi became the primary distributor of Celsius, Alani Nu, and Rockstar products in the U.S. and Canada. For additional

information see Note 4. Revenue, Note 5. Acquisitions and Note 13. Mezzanine Equity.

Pepsi provided the Company cash under the A&R U.S. Distribution Agreement to fund the terminations of Alani Nu's former

distributors. As of September 30, 2025, the Company had received $126.5 million in cash from Pepsi related to reimbursements for

distributor termination fees. The Company is entitled to receive an additional expected amount of $126.6 million in cash from Pepsi

for the remaining distributor termination fees. The cash received is recorded as restricted cash, and the expected receivable is

recorded within prepaid expenses and other current assets, both of which are presented on the condensed consolidated balance

sheets. Any excess cash is contractually restricted and due back to Pepsi.

On the Closing Date of the Pepsi Transactions, the Company recorded $253.0 million as deferred revenue under the A&R U.S.

Distribution Agreement related to the reimbursements for distributor termination fees, to be recognized on a straight-line basis over

the term of the distribution agreement. Unamortized deferred revenues (current and non-current) are included as separate line items

on the condensed consolidated balance sheets. For additional information see Note 4. Revenue.

The following table presents deferred revenue and deferred other cost balances related to the 2025 and 2022 transactions entered

into with Pepsi. Each of these amounts is included within the respective line item on the condensed consolidated balance sheets as

of September 30, 2025 and December 31, 2024.

	September 30, 2025
Balance sheet line item	2025 Transaction	2022 Transaction	Total
Deferred other costs-current	$35,396	$14,124	$49,520
Deferred other costs-non-current	560,592	223,622	784,214
Deferred revenue-current	14,953	9,513	24,466
Deferred revenue-non-current	$236,801	$150,579	$387,380	December 31, 2024
---	---	---	---
Balance sheet line item	2025 Transaction	2022 Transaction	Total
Deferred other costs-current	$—	$14,124	$14,124
Deferred other costs-non-current	—	234,215	234,215
Deferred revenue-current	—	9,513	9,513
Deferred revenue-non-current	$—	$157,714	$157,714

13.MEZZANINE EQUITY

Convertible Preferred Stock

As of September 30, 2025 and December 31, 2024, the Company had authorized and designated 1,466,666 shares of Series A

Preferred Stock with a par value of $0.001 per share and a stated value of $375.00 per share. In addition, as of September 30, 2025,

the Company had authorized and designated 390,000 shares of Series B Preferred Stock, with a par value of $0.001 per share and a

stated value of $1,500.00 per share. The stated value per share may increase from time to time if dividends on the Preferred Stock

are paid as PIK Dividends pursuant to the Series A Certificate or the Series B Certificate, as applicable.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Series A Preferred Stock

On August 1, 2022, pursuant to the Original Purchase Agreement, the Company issued all of the authorized Series A Preferred

Stock to Pepsi for cash consideration totaling $550.0 million, excluding issuance costs. The issuance occurred concurrently with the

execution of the Original Distribution Agreement and the Original Transition Agreement. The Company determined that the

aggregate fair value of the Series A Preferred Stock on the issuance date was $832.5 million, or $567.61 per share. Accordingly, the

Series A Preferred Stock was recorded at that amount, net of issuance costs of $8.0 million, within the mezzanine equity in the

Company’s condensed consolidated balance sheets and within the condensed consolidated statements of changes in stockholders’

equity and mezzanine equity.

The Company engaged a third-party valuation firm to assist in determining the fair value of the Series A Preferred Stock as of the

issuance date. The valuation of the Series A Preferred Stock represents a non-recurring fair value measurement. The Company used

a Monte Carlo simulation model to determine the fair value of the Series A Preferred Stock on August 1, 2022. The Monte Carlo

simulation utilized multiple Level 2 and 3 inputs, which included a volatility rate of 45.0%, risk free interest rate of 2.7%, a 5.0%

dividend rate, the closing price of the Company’s common stock on the issuance date of $98.87 (before the Forward Stock Split), a

debt discount rate of 12.5% and a DLOM attributed to the registration period of the underlying stock. The selected historical

volatility was based on Celsius and a peer group with comparable characteristics. The risk-free interest rate was based on the U.S.

STRIPS Rate with a corresponding term as of issuance date. The 5.0% dividend rate is consistent with the provisions of the Series

A Preferred Stock and the Company’s historical cash dividends payments. The debt discount rate was based on estimated credit

analysis and corresponding market yields as of the issuance date. The Company also applied a nominal DLOM with respect to the

assumed registration period of the underlying shares.

Series B Preferred Stock

On August 28, 2025, pursuant to the Series B Purchase Agreement, the Company issued all of the authorized Series B Preferred

Stock to Pepsi for non-cash consideration totaling $585.0 million, excluding issuance costs. The issuance occurred concurrently

with the execution of the A&R U.S. Distribution Agreement and the Transaction Agreement, pursuant to which (i) the Company

consummated the Rockstar Acquisition and (ii) the Company and Pepsi commenced the Captaincy. For additional information see

Note 1. Organization and Description of Business and Note 4. Revenue.

The Company engaged a third-party valuation firm to assist in determining the fair value of the Series B Preferred Stock issuance.

The fair value of the Series B Preferred Stock was determined using a Monte Carlo simulation model with multiple Level 2 and 3

inputs. Variables included a volatility rate of 60.0%, risk free interest rate of 3.9%, 5.0% dividend rate, a 90% probability that

certain market-based conditions will be met and the closing price of the Company’s common stock on the issuance date of $59.69.

The Company determined that the issuance requires a non-recurring fair value measurement. The aggregate fair value of the Series

B Preferred Stock on the issuance date was determined to be $908.0 million, or $2,328.21 per share, which was recorded within the

Company’s condensed consolidated balance sheets and the condensed consolidated statements of changes in stockholders’ equity

and mezzanine equity.

Pursuant to the Series B Purchase Agreement, Pepsi, together with its affiliates, has certain rights and is subject to various

restrictions with respect to its ownership of the Company’s outstanding common stock on an as-converted basis, including

purchases of the Company’s common stock in the open market and the accumulation of PIK Dividends.

Additionally, under the Series B Purchase Agreement, Pepsi currently has the right to designate two persons to be nominated by

Pepsi for election to the Board, which number of directors may, in certain circumstances, be ratably increased upon a subsequent

expansion of the number of persons serving on the Board. Upon the earlier of (i) Pepsi, together with its affiliates, ceasing to

beneficially own at least approximately 31.6 million shares of common stock (on an as-converted basis) and (ii) the termination of

the Captaincy, Pepsi's designation right will be reduced to one director. If Pepsi, together with its affiliates, ceases to own at least

approximately 11.0 million shares of common stock (on an as-converted basis), then Pepsi's Board designation rights will terminate

in their entirety. Notwithstanding that the Preferred Stock is not currently convertible into common stock, the Series B Purchase

Agreement provides that Pepsi is deemed to beneficially own the underlying shares of common stock for purposes of its rights

under such agreement.

Series A Preferred Stock Modification

In connection with the Series B Purchase Agreement, the Company amended the terms of the Series A Preferred Stock to align the

conversion and redemption dates with the newly issued Series B Preferred Stock. The amendment extended the Series A Preferred

Stock optional conversion date to August 28, 2032, the automatic conversion date to August 28, 2031, the Company redemption

date to August 28, 2032, and the holder redemption dates to August 28, 2032, 2035, and 2038. All other terms, including the

cumulative dividend rate, remained unchanged.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The Company engaged a third-party valuation firm to assist in determining the fair value of the Series A Preferred Stock before and

after the modification. The fair value of the Series A Preferred Stock modification reflects the change between the pre-modification

and post-modification fair values and was determined using a Monte Carlo simulation model with multiple Level 2 and 3 inputs.

Variables included a volatility rate of 60.0%, risk free interest rate of 3.9%, dividend rate of 5.0%, a 90% probability that certain

market-based conditions will be met and the closing price of the common stock on the modification date of $59.69.

This amendment resulted in a non-recurring fair value measurement of an increase in the fair value of the Series A Preferred Stock

and was accounted for as a modification considering the fair value immediately before and after the amendment. The Company

determined that the change in fair value of the Series A Preferred Stock on the modification date was approximately $27.9 million,

or $19.00 per share. Accordingly, the Series A Preferred Stock modification was recorded as an adjustment to mezzanine equity,

with the $27.9 million increase reflected in the Company’s condensed consolidated balance sheets and condensed consolidated

statements of changes in stockholders’ equity and mezzanine equity.

Terms of Amended Series A Preferred Stock and Series B Preferred Stock are Substantially Identical

As of September 30, 2025, other than the stated value, conversion price and conversion ratio, the terms of the Amended Series A

Preferred Stock and Series B Preferred Stock are substantially identical. As described above, in connection with the issuance of the

Series B Preferred Stock, the conversion and redemption periods of the Series A Preferred Stock were extended to match the terms

of the newly issued Series B Preferred Stock. In connection with the issuance and sale of the Series B Preferred Stock, the Board

adopted resolutions approving a certificate of amendment to the Series A Certificate, which certificate of amendment was approved

by Pepsi, as the sole holder of shares of Series A Preferred Stock, and filed by the Company with the Secretary of State of the State

of Nevada on August 28, 2025. The certificate of amendment modified the Series A Certificate solely to align certain terms

contained therein to those contained in the Series B Certificate, including amending certain dates related to redemption and

conversion to match those included in the Series B Certificate. Except as otherwise stated, the description of the terms of the

Preferred Stock set forth below applies to both the Series A Preferred Stock and the Series B Preferred Stock.

Liquidation Preference

The Preferred Stock ranks, with respect to distribution rights and rights on liquidation, winding-up and dissolution, (i) senior and in

priority of payment to the Company’s common stock, (ii) senior to any class or series of capital stock of the Company expressly

designated as ranking junior to the Preferred Stock, (iii) on parity with any class or series of capital stock of the Company expressly

designated as ranking on parity with the Preferred Stock (the Series A Preferred Stock and the Series B Preferred Stock rank on

parity with one another), and (iv) junior to any class or series of capital stock of the Company expressly designated as ranking

senior to the Preferred Stock. The aggregate liquidation preference of the Series A Preferred Stock was $550.0 million as of both

September 30, 2025 and December 31, 2024. The aggregate liquidation preference of the Series B Preferred Stock was

$585.0 million as of September 30, 2025.

Voting

The Preferred Stock confers no voting rights, except as otherwise required by applicable law, and with respect to matters that

adversely change the powers, preferences, privileges, rights or restrictions given to the Preferred Stock or provided for its benefit, or

would result in securities that would be senior to or pari passu with the Preferred Stock. As described above, Pepsi has a contractual

right to representation on the Board, subject to maintaining certain ownership thresholds.

Dividends

The Preferred Stock entitles the holder to cumulative dividends, which are payable quarterly in arrears either in cash, in-kind, or a

combination thereof, at the Company’s election. Regular Dividends accrue on each share of Preferred Stock at the rate of 5.00% per

annum, subject to adjustment as set forth in the Certificates of Designation. In addition to such quarterly Regular Dividends, shares

of Preferred Stock also entitle the holder to participate in any dividends paid on the Company’s common stock on an as-converted

basis. There were no dividends issued to common stockholders for the nine months ended September 30, 2025 or 2024. The

Company declared and paid $6.9 million in Regular Dividends on the Series A Preferred Stock, which amounted to $4.73 and $4.71

per share for the three months ended September 30, 2025 and 2024, respectively. The Company declared and paid $20.6 million in

Regular Dividends on the Series A Preferred Stock, which amounted to $14.03 and $14.04 per share for the nine months ended

September 30, 2025 and 2024, respectively. The Company declared and paid $2.7 million in Regular Dividends on the Series B

Preferred Stock, which amounted to $6.99 per share for the three months ended September 30, 2025. There were no cumulative

undeclared dividends on the Preferred Stock at September 30, 2025.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Redemption

Subject to certain conditions set forth in the Certificates of Designation, the Preferred Stock may be redeemed at a price per share of

Preferred Stock equal to the sum of (i) the stated value of such share of Preferred Stock (as set forth in the applicable Certificates of

Designation) as of the applicable redemption date, plus (ii) without duplication, all accrued and unpaid dividends previously added

to the stated value of such share of Preferred Stock, and all accrued and unpaid dividends per share of Preferred Stock through such

redemption date.

Company’s Optional Redemption

At any time from and after the earlier of (i) August 28, 2032, if the ten-day volume weighted average price of the Company’s

common stock does not exceed the conversion price on the date immediately prior to the date the Company delivers a redemption

notice to the holders, and (ii) the termination of the A&R U.S. Distribution Agreement by the Company, the Company has the right

to redeem all (and not less than all) of the then-outstanding shares of one or both of the Series A Preferred Stock or Series B

Preferred Stock at the Redemption Price. In the event of the Company's optional redemption, the Company shall effect such

redemption by paying the applicable Redemption Price on or before the date that is thirty days after the delivery of the Company’s

redemption notice and by redeeming all the shares of the applicable series of Preferred Stock on such date.

Change in Control Redemption

In the event of a change in control, as defined by the following scenarios, the Company (or its successor) shall redeem all (and not

less than all) of the then-issued and outstanding shares of Preferred Stock: (i) a sale or transfer, directly or indirectly, of all or

substantially all of the assets of the Company in any transaction or series of related transactions (other than sales in the ordinary

course of business); (ii) any merger, consolidation or reorganization of the Company with or into any other entity or entities as a

result of which the holders of the Company’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger,

consolidation or reorganization no longer represent at least a majority of the voting power of the surviving or resulting Company or

other entity; or (iii) any sale or series of sales, directly or indirectly, beneficially or of record, of shares of the Company’s capital

stock by the holders thereof which results in any person or group of affiliated persons owning capital stock holding more than 50%

of the Company's voting power.

Upon a change in control redemption, the holder of Preferred Stock will receive, an amount equal to the greater of (i) the

Redemption Price in cash and (ii) the cash and/or other assets (including securities) such holder would have received if each share

of Preferred Stock were converted into a number of shares of common stock equal to the then-applicable conversion ratio and

participated in such transaction resulting in such change of control as of the close of business on the business day immediately prior

to the effective date of such transaction.

If the Company or its successor shall not have sufficient funds legally available under the Nevada law governing distributions to

stockholders to redeem all outstanding shares of Preferred Stock, then the Company shall (i) redeem, pro rata among the holders, a

number of shares of Preferred Stock equal to the number of shares of Preferred Stock that can be redeemed with the maximum

amount legally available for the redemption, and (ii) redeem all remaining shares of Preferred Stock not redeemed because of the

foregoing limitations at the applicable change of control Redemption Price as soon as practicable after the Company (or its

successor) is able to make such redemption out of assets legally available for the purchase of such shares of Preferred Stock. The

inability of the Company (or its successor) to make a redemption payment for any reason shall not relieve the Company (or its

successor) from its obligation to affect any required redemption when, as and if permitted by applicable law.

Holder Right to Request Redemption

On each of August 28, 2032, August 28, 2035, and August 28, 2038, the holder of Preferred Stock has the right, upon no less than

six months prior written notice to the Company, to request that the Company redeem all (and not less than all) of the then-

outstanding shares of such series of Preferred Stock, at the Redemption Price.

In the event of a holder-optional redemption, the Redemption Price will be payable, and the Company shall redeem the shares in

three equal installments. These installments would commence on August 28, 2032, August 28, 2035, or August 28, 2038, as

applicable, and in each case on the fifteenth- and thirtieth-month anniversary thereafter. On each redemption date for a holder-

optional redemption, the Company will redeem the applicable shares of Preferred Stock on a pro rata basis according to the number

of shares owned. The number of outstanding shares will be determined by dividing (i) the total number of shares of the applicable

series of Preferred Stock outstanding immediately prior to such redemption date by (ii) the number of remaining redemption dates

(including the redemption date to which such calculation applies).

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

If, on any redemption date, legal constraints under the Nevada law governing distributions to stockholders or the terms of any

indebtedness of the Company to financial institutions prevents the Company from redeeming all shares of Preferred Stock subject to

redemption, the Company will ratably redeem the maximum number of shares that it may legally redeem, and will redeem the

remaining shares as soon as it may lawfully do so.

Should any shares of Preferred Stock scheduled for redemption on a redemption date remain unredeemed for any reason on such

redemption date, the following will occur: from the redemption date to the fifteen-month anniversary of such redemption date, the

dividend rate with respect to such unredeemed share will automatically increase to 8% per annum. From such fifteenth-month

anniversary to the thirtieth-month anniversary of such redemption date, the dividend rate with respect to such unredeemed share will

automatically increase to 10% per annum. After such thirtieth-month anniversary of such redemption date, the dividend rate with

respect to any such unredeemed share will automatically increase to 12% per annum, in each case until such share is duly redeemed

or converted.

As of September 30, 2025, it was not probable that the Preferred Stock would become redeemable, as the most likely method of

settlement is through conversion which is likely to occur before the holder's right to request redemption becomes exercisable.

Conversion

The shares of Preferred Stock may be converted into shares of the Company’s common stock pursuant to the applicable Certificates

of Designation either at the option of the Company or subject to an automatic conversion as discussed below. The Series A

Preferred Stock has a conversion price of $25.00 and a stated value of $375.00 per share, and the Series B Preferred Stock has a

conversion price of $51.75 and a stated value of $1,500.00 per share. The conversion price is subject to customary adjustment as set

forth in the applicable Certificates of Designation. The conversion ratio per share of Preferred Stock is calculated as the quotient of

(a) the sum of (x) the stated value of such share of Preferred Stock as of the applicable conversion date, plus (y) all accrued and

unpaid dividends previously added to the stated value of such share of Preferred Stock, and without duplication, all accrued and

unpaid dividends per share of Preferred Stock through the applicable conversion date; divided by (b) the conversion price as of the

conversion date. As of September 30, 2025, the conversion ratio of the Series A Preferred Stock into common stock was 1-to-15,

and the conversion ratio of the Series B Preferred Stock was 1-to-28.99. The Company will not issue fractional shares of common

stock upon conversion of the Preferred Stock; instead, holders will receive a cash payment in lieu of any fractional share amount,

determined based on the product of the fractional share and the Ten-Day VWAP as of the applicable conversion date. At

September 30, 2025, approximately 22.0 million and 11.3 million shares of common stock were issuable upon conversion of the

Series A Preferred Stock and the Series B Preferred Stock, respectively.

Company Optional Conversion

At any time from and after August 28, 2032, provided the Ten-Day VWAP immediately prior to the date the Company delivers a

conversion notice to the holders of the applicable series of Preferred Stock exceeds the conversion price of such series, the

Company may elect to convert all, but not less than all, of the outstanding shares of such series of Preferred Stock into shares of the

Company’s common stock.

Automatic Conversion

The Preferred Stock will convert automatically into shares of the Company’s common stock upon the occurrence of any of the

following, each an “Automatic Conversion Event”:

•Any date from and after the valid termination of the A&R U.S. Distribution Agreement by the Company or Pepsi, if the

Ten-Day VWAP immediately preceding such date exceeds the conversion price of such share of Preferred Stock as of

such date.

•Any date from and after August 28, 2031, on which (i) the Company’s products meet a market share requirement during a

specified period (as defined in the A&R U.S. Distribution Agreement) and (ii) the Ten-Day VWAP immediately prior to

such date exceeds the conversion price of such share of Preferred Stock as of such date.

In the case of an Automatic Conversion Event with respect to a series of Preferred Stock, each share of such series of Preferred

Stock then outstanding shall be converted into the number of shares of common stock equal to the conversion ratio of such share of

Preferred Stock in effect as of the automatic conversion date. The occurrence of an Automatic Conversion Event will terminate any

right of the holder of Preferred Stock to receive a redemption at their request even if such request had already been submitted,

provided that the applicable series of Preferred Stock had not already been redeemed.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

Mezzanine Classification

The Preferred Stock is redeemable in the event of a change in control as defined in the applicable Certificates of Designation and at

the holder's option as described above. ASC 480, Distinguishing Liabilities from Equity, specifically ASC 480-10-S99-3A, requires

preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable

(i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an

event that is not solely within the control of the issuer. Preferred securities that are mandatorily redeemable are required to be

classified by the issuer as liabilities whereas under ASC 480 an issuer should classify a preferred security whose redemption is

contingent on an event not entirely in control of the issuer as mezzanine equity. The Preferred Stock is not considered mandatorily

redeemable other than in the event of a change of control, and a change in control is not solely in control of the Company.

Accordingly, the Company determined that mezzanine treatment is appropriate for the Preferred Stock and has presented it as such

in the condensed consolidated balance sheets and condensed consolidated statements of changes in stockholders’ equity and

mezzanine equity, as of September 30, 2025 and, with respect to Series A Preferred Stock, December 31, 2024.

14.STOCK-BASED COMPENSATION

On May 28, 2025 the Company's stockholders approved the 2025 Plan which has the objective of attracting and retaining skilled

personnel and to enable the Company to grant equity compensation awards and other types of incentive compensation. As of

September 30, 2025, there were 5.8 million shares of common stock available for issuance under the 2025 Plan.

The 2015 Plan, which was adopted on April 30, 2015 and expired in 2025, had the objective of attracting and retaining skilled

personnel and enabled the Company to grant equity compensation awards and other types of incentive compensation. As of

September 30, 2025, there were 1.6 million unvested awards under the 2015 Plan and certain vested but unexercised awards

remained outstanding. No further awards can be granted under the 2015 Plan.

A summary of the Company’s RSUs and PSUs for the nine months ended September 30, 2025 and 2024 is presented in the

following table:

	Nine Months Ended September 30,
	2025		2024
	RSUs/PSUs<br><br>(000's)	Weighted<br><br>Average<br><br>Grant Date<br><br>Fair Value	RSUs/PSUs<br><br>(000's)	Weighted<br><br>Average<br><br>Grant Date<br><br>Fair Value
Unvested at beginning of period	1,021	$45.09	1,341	$26.43
Granted	1,318	29.13	448	60.09
Vested	(332)	41.61	(731)	23.04
Forfeited and cancelled	(81)	38.84	(66)	28.84
Unvested at end of period	1,926	$35.02	992	$46.00

A summary of PSU awards granted during the nine months ended September 30, 2025, is as follows:

Grant Date	Number of<br><br>Shares (000's)	Performance Period	Metrics	Grant Date Fair<br><br>Value
March 1, 2025	142	2025-2027	Revenue<br><br>rTSR	Revenue - $25.69<br><br>rTSR - $36.61
May 30, 2025	27	2025-2027	Revenue<br><br>rTSR	Revenue - $37.88<br><br>rTSR - $62.61
August 8, 2025	40	2025-2027	Integration Completion<br><br>Synergy Savings	$51.95

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

During the second quarter of 2025, the Human Resources and Compensation Committee approved a modification to the revenue-

based performance metrics applicable to certain of the Company’s outstanding PSUs to reflect the Alani Nu Acquisition. For PSUs

in which the modification did not change the probability of payout, compensation cost continues to be recognized based on the

original grant-date fair value (a Type I, probable-to-probable outcome). For PSUs in which the modification resulted in a change

from improbable to probable (Type III) of achieving the performance condition, we measured the incremental compensation cost at

the modification date fair value and are recognizing that cost over the remaining requisite service period, including a cumulative

catch-up. Incremental expense associated with the modified units was immaterial for the period.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

15.SEGMENT REPORTING

The Company adopted the provisions of Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures as of

December 31, 2024.

The Company functions as a single operating and reportable segment because its operations and strategies are centrally designed

and executed, and remain significantly similar across these regions. The CODM evaluates operating results and allocates resources

on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations and

brands.

The Company determined that neither the Alani Nu nor Rockstar brands constitute separate operating or reportable segments. Their

operations are being integrated into the Company’s existing business functions to ensure unified strategy execution across brands

and are managed within the Company’s current organizational structure rather than as separate business units. As a result, beginning

on their respective closing dates, the results from Alani Nu and Rockstar are included within the Company's single operating and

reportable segment.

The following table reflects certain financial data for the Company's single reportable segment:

	Three Months Ended September<br><br>30,		Nine Months Ended September<br><br>30,
	2025	2024	2025	2024
Revenue	$725,106	$265,748	$1,793,641	$1,023,433
Cost of revenue (excluding freight)	(314,295)	(133,722)	(775,046)	(471,748)
Freight	(38,532)	(9,797)	(93,092)	(38,151)
Gross profit	372,279	122,229	925,503	513,534
Selling and marketing expenses	(147,831)	(99,989)	(379,569)	(266,737)
General and administrative expenses	(57,740)	(25,454)	(184,230)	(72,573)
Distributor termination fees	(246,707)	—	(246,707)	—
Other (expense) income, net	(8,032)	11,389	(12,570)	31,043
Net (loss) income before provision for income taxes	$(88,031)	$8,175	$102,427	$205,267
Provision for income taxes	27,017	(1,819)	(19,167)	(41,317)
Net (loss) income	$(61,014)	$6,356	$83,260	$163,950

16.COMMITMENTS AND CONTINGENCIES

Legal

SEC Inquiry

Beginning in January 2021, the Company received formal and informal requests from the SEC Division of Enforcement, seeking

information in connection with a non-public fact-finding inquiry. On January 17, 2025, without admitting to or denying the SEC’s

findings, the Company reached a settlement with the SEC concerning alleged reporting, books and records, internal accounting

controls and disclosure controls and procedures violations. The Company paid a $3.0 million civil penalty during the first quarter of

2025, and the investigation is now concluded.

Derivative Actions Related to 2022 Restatement

Between January 11, 2023, and April 11, 2024, several derivative actions were filed, purportedly on behalf of the Company, naming

as defendants certain of the Company’s present and former executive officers and directors and concerning allegedly false and

misleading statements or omissions made between August 12, 2021 and March 1, 2022, which were alleged to have artificially

inflated the Company’s stock price and caused the Company to restate, in 2022, its previously issued financial statements as of and

for the year ended December 31, 2021.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The first such derivative action was filed on January 11, 2023, in the U.S. District Court for the District of Nevada, by stockholder

Doreen R. Lampert (the “Lampert Derivative Action”). The Company was named as a nominal defendant. The Lampert Derivative

Action asserted claims for (i) breach of fiduciary duty, (ii) unjust enrichment, and (iii) violations of Section 10(b) of the Exchange

Act and Rule 10b-5 promulgated thereunder.

A second derivative action was filed on May 19, 2023, in the U.S. District Court for the Southern District of Florida, by stockholder

Jennifer Hammond (the “Hammond Derivative Action”). The Hammond Derivative Action asserted claims for (i) breach of

fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, and (v)

violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

A third derivative action was filed on July 10, 2023, in the District Court for the Eighth Judicial District in Clark County, Nevada,

by stockholder Nicholas R. Ingrao (the “Ingrao Derivative Action”). The Ingrao Derivative Action asserted claims for (i) breach of

fiduciary duty and (ii) unjust enrichment.

A fourth derivative action was filed on July 12, 2023, in the U.S. District Court for the Southern District of Florida, by stockholder

Dana Hepworth (the “Hepworth Derivative Acton”). The Hepworth Derivative Action asserted claims for (i) breach of fiduciary

duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, and (v) violations of

Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

On March 11, 2024, the Hammond Derivative Action and the Hepworth Derivative Action were voluntarily dismissed and, on April

11, 2024, the same stockholders filed a single complaint in the U.S. District Court for the District of Nevada, containing

substantially similar allegations as those contained in the dismissed actions (the “Hammond and Hepworth Derivative Action”).

On December 2, 2024, the parties to the Lampert Derivative Action, the Ingrao Derivative Action, and the Hammond and Hepworth

Derivative Action (collectively, the “Derivative Actions”) executed a Stipulation and Agreement of Settlement (the “Stipulation of

Settlement”), which set out the terms of a global settlement of the Derivative Actions.

On December 13, 2024, the plaintiff in the Ingrao Derivative Action filed an Unopposed Motion for Preliminary Approval of

Proposed Shareholders Derivative Settlement. On April 3, 2025, the Court in the Ingrao Derivative Action entered a final order

approving the settlement. The only monetary component of the Stipulation of Settlement was a $1.0 million fee and expense award

to counsel for plaintiffs in the Derivative Actions, which the Company paid on April 2, 2025. In accordance with the final order

approving the settlement, the Ingrao Derivative Action was dismissed on April 3, 2025. The Court in the Lampert Derivative Action

dismissed that action on April 10, 2025, following a joint request of the parties. On May 20, 2025, the court overseeing the

Hammond and Hepworth Derivative Action dismissed that action.

Securities Litigation Concerning the PepsiCo Inc. Distribution Agreement

The Company and individual executives were named as defendants in two putative securities class actions, both filed in the U.S.

District Court for the Southern District of Florida and concerning, among other things, allegedly false and misleading statements or

omissions concerning the Company’s distribution agreement with Pepsi and the Company’s growth. The first putative securities

class action was filed on November 22, 2024. The complaint asserts claims for violations of Section 10(b) of the Exchange Act,

Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. The second putative securities class action was filed on

January 14, 2025. The complaint also asserts claims for violations of Section 10(b) of the Exchange Act, Rule 10b-5 promulgated

thereunder, and Section 20(a) of the Exchange Act. On March 3, 2025, the Court issued an order consolidating the two putative

securities class actions (the "Securities Class Action") and appointing Lead Plaintiff and Lead Counsel. Lead Plaintiff filed an

Amended Complaint on April 25, 2025, naming the Company, its CEO, CFO and Chief of Staff as defendants. The Amended

Complaint asserts claims for violations of Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder, and Section

20(a) of the Exchange Act. The Amended Complaint was filed on behalf of stockholders who purchased or otherwise acquired

shares of the Company’s stock between May 9, 2023 and November 5, 2024. On June 13, 2025, the Company filed a motion to

dismiss seeking complete dismissal of all claims. The motion to dismiss was fully briefed on September 5, 2025 and remains

pending.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The Company has been named as a nominal defendant and certain of its current and former executive officers and directors have

been named as defendants in derivative actions pending in federal and state court in Nevada, concerning, among other things,

allegedly false and misleading statements or omissions concerning the Company’s distribution agreement with Pepsi and the

Company’s growth. The first of these derivative actions was filed on December 16, 2024, in the U.S. District Court of the District of

Nevada, by purported stockholder Kurt Dobler (the "Dobler Derivative Action"). The Company was named as a nominal defendant.

The complaint asserts claims for (i) violations of Section 14(a) of the Exchange Act, (ii) breach of fiduciary duty, (iii) unjust

enrichment, (iv) waste of corporate assets, (v) gross mismanagement, (vi) abuse of control, and (vii) contribution under Section

10(b) and 21D of the Exchange Act, solely against the Company’s CEO and CFO. The second of these derivative actions was filed

on January 31, 2025, in the U.S. District Court of the District of Nevada, by purported stockholder Mark Stoyanoff (the “Stoyanoff

Derivative Action”). The Company was named as a nominal defendant. The complaint asserts claims for (i) breach of fiduciary

duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) violations of Section 14(a) of the Exchange Act

and Rule 14a-9, (v) abuse of control, and (vi) waste of corporate assets. The Dobler Derivative Action and the Stoyanoff Derivative

Action were consolidated on March 5, 2025 (the “Consolidated Derivative Action”) and have been stayed through a decision on the

motion to dismiss in the Securities Class Action. The third of these derivative actions was filed on February 7, 2025, in District

Court, Clark County, Nevada, by purported stockholder Shadia Khan Sunny (the “Sunny Derivative Action”). The complaint asserts

claims for (i) breach of fiduciary duty, (ii) unjust enrichment, (iii) abuse of control, and (iv) waste of corporate assets. The fourth of

these derivative actions was filed on February 11, 2025, also in District Court, Clark County, Nevada, by purported stockholder

David Murphy (the “Murphy Derivative Action”). The complaint asserts claims for (i) breach of fiduciary duty, and (ii) unjust

enrichment. The fifth of these derivative actions was filed on March 31, 2025, also in District Court, Clark County, Nevada, by

purported stockholder Suzanne Flannery (the “Flannery Derivative Action,” together with Sunny Derivative Action and Murphy

Derivative Action, the “State Court Derivative Actions”). The complaint asserts claims for (i) breach of fiduciary duty, and (ii)

unjust enrichment. The State Court Derivative Actions were consolidated on June 9, 2025, and have been stayed through a decision

on the motion to dismiss in the Securities Class Action.

The Company believes that the claims asserted in the foregoing putative securities class actions and derivative actions are without

merit and that the likelihood of loss is remote. However, the ultimate outcome of these actions may differ materially from the

Company’s current expectations, and the Company is unable to reasonably estimate a range of losses at this time. The Company

will vigorously defend itself and its current and former executive officers and directors.

California Consumer Class Action

On January 22, 2025, the Company and certain individuals were named as defendants in a putative class action filed in the U.S.

District Court for the Central District of California. The complaint alleges, on behalf of a putative nationwide class of all purchasers

of Celsius products, that plaintiff and other class members were misled regarding the alleged financial relationship between Celsius

and the individual defendants, who allegedly promoted the Company’s products on social media. The complaint asserts claims for

(i) violation of California’s Consumers Legal Remedies Act and Unfair Competition Law, (ii) unjust enrichment, and (iii) negligent

misrepresentation. On August 18, 2025, the court dismissed the plaintiff's complaint with leave to amend. On October 15, 2025, a

motion to dismiss, or in the alternative, transfer, the amended complaint was filed on behalf of all defendants.

The Company believes that the claims asserted in this putative class action are without merit and that the likelihood of loss is

remote. However, the ultimate outcome of these actions may differ materially from the Company’s current expectations, and the

Company is unable to reasonably estimate a range of losses at this time. The Company will vigorously defend itself against this

allegation.

Strong Arm Productions

On May 4, 2021, plaintiffs Strong Arm Productions USA, Inc., Tramar Dillard p/k/a Flo Rida, and D3M Licensing Group, LLC

filed a lawsuit against the Company in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Plaintiffs

asserted that the Company breached two endorsement and licensing agreements that were entered into, between Plaintiffs and the

Company in 2014 and 2016. Plaintiffs alleged the Company had reached certain revenue and sales benchmarks set forth in the 2014

agreement that entitled them to receive 2.25 million shares (as adjusted for the Forward Stock Split) of the Company's common

stock. In addition, the Plaintiffs claimed they were entitled to receive unspecified royalties under the 2016 agreement.

A jury trial commenced on this matter on January 10, 2023. On January 18, 2023, the jury rendered a verdict against the Company

for $82.6 million in compensatory damages. On June 27, 2023, the court denied the Company’s post-trial motions which sought (i)

dismissal of the case notwithstanding the verdict based on the plain language of the contracts at issue; (ii) in the alternative, granting

a new trial; or (iii) in the alternative, reducing the award of damages to $2.1 million, which reflects the Company’s stock price on

the date that the jury found the relevant revenue and sales benchmarks at issue were met.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

(Tabular dollars in thousands, except per share amounts)

The Company believed that the jury verdict was not supported by the facts of the case or applicable law and was the result of

significant trial error, and there were strong grounds for appeal. The Company filed a notice of appeal to the Fourth District Court

of Appeal (“DCA”) for the State of Florida on February 21, 2023. By order dated December 11, 2024, the Fourth DCA granted the

Company’s requested relief, in part, by vacating the amount of the jury’s verdict and directing a retrial on that issue, while affirming

the jury’s finding of liability. On December 19, 2024, the Company requested the DCA rehear the appeal, and on February 6, 2025,

the DCA denied that rehearing request. On February 28, 2025, the Company filed a Notice to Invoke Discretionary Jurisdiction of

the Florida Supreme Court. The Company intends to continue to vigorously challenge the judgment through the appeal processes.

As a result of the February 6, 2025 decision, the Company has estimated a range of possible outcomes between $57.8 million and

$100.2 million, inclusive of interest and fees. The Company accrued a liability at the low end of the range in the amount of $57.8

million, reflected in accrued expenses in the condensed consolidated balance sheet as of September 30, 2025. The ultimate amount

of the judgment that the Company may be required to pay will also include interest incurred between September 30, 2025 and the

payment date, and could be materially different than the amount the Company has accrued. The Company cannot predict or estimate

the duration or ultimate outcome of this matter.

Eniva Trademark Litigation Concerning Vibe-Formative Marks

On March 20, 2025, the Company filed a declaratory judgment action in the U.S. District Court for the District of Minnesota against

Eniva USA, Inc. (“Eniva”), seeking a declaration that the Company's use and registration of various VIBE-formative marks do not

infringe Eniva’s trademark rights. The dispute follows proceedings filed by Eniva at the Trademark Trial and Appeal Board,

alleging that the Company's marks are likely to cause confusion with its own VIBE-registered mark used on liquid dietary

supplements.

On April 10, 2025, Eniva filed its answer and counterclaims, asserting, among other things, that the Company's use of the VIBE-

formative marks constitutes trademark infringement under federal and state law, false designation of origin, and unfair competition.

Eniva further seeks an order declaring that the Company is not entitled to register its marks. Eniva seeks injunctive relief, damages,

cancellation of the Company’s trademark applications, and attorneys’ fees.

The Company believes Eniva’s claims are without merit and the likelihood of loss is remote. However, the ultimate outcome of

these actions may differ materially from the Company’s current expectations, and the Company is unable to reasonably estimate a

range of losses at this time. The Company will vigorously defend its rights to use its intellectual property.

Commitments

As of September 30, 2025, the Company had purchase commitments to third parties of $606.7 million. These purchase obligations

are primarily related to third-party suppliers and have arisen through the normal course of business. Contracts that specify that the

Company will purchase all or a portion of its requirements of a specific product or service from a supplier, but do not include a

fixed or minimum quantity, are excluded from the obligations quantified above.

As of September 30, 2025, the Company had long term contractual obligations aggregating to approximately $18.0 million, which

related primarily to suppliers, sponsorships, and other related marketing activities.

17.SUBSEQUENT EVENTS

On October 2, 2025, subsequent to the end of the reporting period, Celsius Holdings, Inc. and Celsius, Inc. entered into the First

Refinancing Amendment. This amendment reduced the applicable interest rates under both the Term Loan Facility and the

Revolving Credit Facility by 0.75%. All other material terms of the Credit Agreement remained unchanged. In connection with the

First Refinancing Amendment, the Company repaid the remaining outstanding balance of the Company's $900.0 million term loan

facility using a combination of approximately $198.8 million of cash on hand and the proceeds from a new $700.0 million term loan

under the Term Loan Facility, which bears interest at the reduced interest rate provided in the First Refinancing Amendment. No

prepayment penalties were incurred in connection with the refinancing. The Company is currently evaluating the appropriate

accounting treatment for this transaction under applicable U.S. GAAP, including the guidance in ASC 470, to determine whether

the refinancing should be accounted for as a modification or an extinguishment of the existing debt.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

When used in this Quarterly Report, unless otherwise indicated, the terms the “Company,” “Celsius,” “we,” “us” and “our” refer to

Celsius Holdings, Inc. and its consolidated subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements that are based on the current expectations of our Company and management

about future events within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the

Securities Act, and Section 21E of the Exchange Act, and are made in reliance of the safe harbor protections provided thereunder. While

we have specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all

statements contained in this Quarterly Report that are not clearly historical in nature are forward looking. They inherently involve risks

and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. Such

risks and uncertainties include, but are not limited to: our ability to successfully integrate Alani Nu and Rockstar; the strategic

investment by and long term partnership with Pepsi; anticipated financial performance; management’s plans and objectives for

international expansion and future operations globally; the successful development, commercialization, and timing of new products;

business prospects; outcomes of regulatory proceedings; market conditions; the current and future market size for existing or new

products; and any stated or implied outcomes with regards to the foregoing.

Without limiting the generality of the preceding sentences, any time we use the words “expects,” “intends,” “will,” “anticipates,”

“believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,”

“objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar

expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature.

However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Particular

uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include,

without limitation:

•Our ability to accurately estimate the termination fees payable to former distributors in connection with the A&R U.S.

Distribution Agreement;

•Our ability to successfully execute our responsibilities under our Captaincy with Pepsi;

•The potential for brand dilution or cannibalization within Celsius’s brand portfolio;

•The increased ownership stake and additional board representation by Pepsi may allow it to exert greater influence over

our strategic and governance decisions;

•Our ability to successfully integrate Alani Nu, Rockstar or other businesses that we may acquire;

•Our ability to achieve the benefits that we expect to realize as a result of the Alani Nu Acquisition, Rockstar Acquisition

or other businesses that we may acquire;

•The potential negative impact that we could realize as a result of the Alani Nu Acquisition, Rockstar Acquisition or other

businesses that we may acquire;

•Liabilities of Alani Nu, Rockstar or other businesses that we may acquire that are not known to us;

•Our ability to maintain a strong relationship with Pepsi or any of our other distributors;

•The impact of the consolidation of retailers, wholesalers and distributors in the industry;

•Our reliance on key distributor partnerships;

•Our ability to maintain strong relationships with co-packers to manufacture our products;

•Our ability to maintain strong relationships with our customers;

•Our failure to accurately estimate demand for our products;

•The impact of increases in cost or shortages of raw materials or increases in costs of co-packing;

•Our ability to successfully achieve the benefits of our acquisition of Big Beverages, a co-packer;

•Our ability to successfully estimate and/or generate demand through the use of third-parties, including celebrities, social

media influencers, and others, may expose us to risk of negative publicity, litigation, and/or regulatory enforcement

action;

•The impact of additional labeling or warning requirements or limitations on the marketing or sale of our products;

•Our ability to successfully expand outside of the U.S. and the impact of U.S. and international laws, including export and

import controls and other risk exposure;

•Our ability to successfully complete or manage strategic transactions, successfully integrate and manage our acquired

businesses, brands or bottling operations, or successfully realize a significant portion of the anticipated benefits of our

joint ventures or strategic relationships;

•Our ability to protect our brand, trademarks, proprietary rights, and our other intellectual property;

•The impact of internal and external cyber-security threats and breaches;

•Our ability to comply with data privacy and personal data protection laws;

•Our ability to effectively manage future growth;

•The impact of global or regional catastrophic events on our operations and ability to grow;

•The impact of any actions by the U.S. Food and Drug Administration regarding the manufacture, composition/ingredients,

packaging, marketing/labeling, storage, transportation, and/or distribution of our products;

•The impact of any actions by the Federal Trade Commission on our advertising;

•Our ability to effectively compete in the functional beverage product industry and the strength of such industry;

•The impact of changes in consumer product and shopping preferences;

•The impact of changes in government regulation and our ability to comply with existing regulation concerning energy

drinks;

•Compliance with California’s climate disclosure laws may subject us to increased regulatory scrutiny, potential penalties

and legal risks, which could adversely affect the our operations, financial condition and reputation;

•Other statements regarding our future operations, financial condition, prospects and business strategies; and

•Those factors contained in this Quarterly Report under the heading, "Risk Factors".

Forward-looking statements and information involve risks, uncertainties and other factors that could cause actual results to differ

materially from those expressed or implied in, or reasonably inferred from, such statements, including without limitation, the risks and

uncertainties disclosed or referenced in Part I, Item 1A Risk Factors of our Annual Report. Therefore, caution should be taken not to

place undue reliance on any such forward-looking statements. Much of the information in this Quarterly Report that looks toward future

performance is based on various factors and important assumptions about future events that may or may not actually occur. As a result,

our operations and financial results in the future could differ materially and substantially from those we have discussed in the forward-

looking statements included in this Quarterly Report. We assume no obligation (and specifically disclaim any such obligation) to

publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as

required by law.

Our Business

Executive-Level Overview

Celsius is a functional energy drink company operating in the U.S. and internationally. We currently market three brands within our

portfolio: CELSIUS®, our flagship functional energy brand; Alani Nu, a wellness-focused energy and nutritional product brand acquired

in April 2025; and Rockstar, a classic energy drink with a rich brand heritage acquired in August 2025. Together, these brands position

us to serve a broad and growing base of consumers seeking functional performance, better-for-you formulations and active lifestyle

support.

Celsius is available in two convenient forms: ready-to-drink and an on-the-go powder form. Additionally, we offer our CELSIUS

ESSENTIALS™ line, featuring 16-ounce cans enriched with aminos. In 2025, we introduced CELSIUS® Hydration, a line of non-

caffeinated, zero-sugar hydration powders, featuring electrolytes in a variety of fruit-forward flavors. Our product range is widely

available across the U.S. and in select territories in Canada in various retail outlets, including grocery stores, natural product stores,

convenience stores, fitness centers, mass retailers, vitamin specialty stores and through e-commerce platforms. Moreover, our products

are offered in select markets in Europe, the Middle East and the Asia-Pacific region as we have continued to expand our global presence.

Alani Nu expands our reach beyond energy into wellness and nutrition with a product range spanning energy drinks, pre-workout

formulas, protein beverages and supplements. With a strong following among Gen Z and female consumers, Alani Nu adds depth to our

innovation pipeline and provides meaningful opportunities for global expansion.

Through our addition of Rockstar, we also participate in the classic energy segment, offering beverages in both full-sugar and zero-sugar

formats. Rockstar complements our portfolio with its established brand equity and appeal to traditional energy drink consumers.

Collectively, our brands position Celsius to meet the diverse preferences of consumers seeking functional performance, wellness benefits

and better-for-you energy options.

We engage in various aspects of developing, manufacturing, processing, marketing, selling, and distributing Celsius, Alani Nu and

Rockstar products. Our operational model strategically relies primarily on co-packers for the manufacture and supply of our products,

leveraging their specialized expertise and scalable production capabilities. Additionally, we utilize our in-house manufacturing facility to

complement our strategic use of co-packers. This approach allows us to maintain flexibility in responding to market demands and to

focus our resources on innovation, marketing, and expanding our distribution channels. We continuously assess and work to optimize our

supply chain to ensure quality, consistency and timely delivery to our customers.

On August 28, 2025, building on the long-term distribution agreement originally established with Pepsi in August 2022, we entered into

a series of transactions that expanded our strategic partnership. These included (i) the Rockstar Acquisition, (ii) the issuance of Series B

Preferred Stock and amendment of the existing Series A Preferred Stock, and (iii) the execution of the A&R U.S. Distribution

Agreement, which designates Pepsi as the primary distributor of our Alani Nu and Rockstar products in the U.S. (excluding Puerto Rico

and the U.S. Virgin Islands) and Canada. Under the enhanced commercial arrangement, Pepsi has agreed to use its commercially

reasonable efforts to sell and distribute our full portfolio of products in accordance with the Captaincy.

Impact of Tariffs and Macroeconomic Trends

The imposition of tariffs including U.S. tariffs imposed or threatened to be imposed on other countries and any tariffs imposed by such

countries have impacted and could continue to impact our supply chain, including the cost of certain raw materials and packaging. In

addition, any supply chain constraints, inflationary impacts or reduced consumer demand for our products as a result of such tariffs or

ongoing macroeconomic uncertainty could impact our results. The rapidly changing nature of global trade policies and tariff regulations

introduces uncertainty, making it difficult to reasonably estimate potential future impacts from such policies and regulations.

Impact of One Big Beautiful Bill Act

On July 4, 2025, the OBBBA was signed into law in the U.S. The legislation introduced a wide array of changes to the U.S. corporate tax

system, including permanent extensions of certain provisions of the Tax Cuts and Jobs Act of 2017 and substantial modifications to the

international tax regime applicable to U.S. multinational corporations. Key international provisions include changes to the Global

Intangible Low-Taxed Income regime, the treatment of foreign tax credits, and interest expense limitations under Section 163(j). While

certain provisions take effect in 2025, others are phased in over subsequent years. The OBBBA did not materially impact our estimated

annual effective tax rate as of September 30, 2025.

Interest Rate Risk

Fluctuations in market interest rates may cause future cash flows to vary. Interest rates are highly sensitive to many factors, including

fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our

control. This can affect both our borrowing costs and the fair value of our debt obligations. We are subject to interest rate risk in

connection with the term loan facility, which bears interest at variable rates based on benchmark reference rates plus a fixed margin. For

additional information see Note 6. Debt in the notes to the condensed consolidated financial statements included in this Quarterly Report.

Results of Operations

Three months ended September 30, 2025 compared to three months ended September 30, 2024

Revenue

For the three months ended September 30, 2025, revenue was approximately $725.1 million, an increase of $459.4 million, or 172.9%,

from $265.7 million for the three months ended September 30, 2024.

For the three months ended September 30, 2025, revenue in North America increased by $454.9 million, or 184.1%, compared to the

three months ended September 30, 2024. The increase was primarily attributable to the Alani Nu Acquisition, which contributed

approximately $332.0 million of revenue, reflecting the impact of limited-time offer programs and an overall strong organic

performance. In addition, higher Celsius brand revenue reflected continued distribution gains and improved scanner trends. Celsius brand

results also benefited from lower revenue comparables in the third quarter of 2024, which was adversely impacted by inventory timing

and reduced sell-in to our largest distributor; however, this favorable comparison was tempered as distributor inventory levels, while

higher than the prior-year period, remained below historical levels. Gains for the Celsius brand were partially offset by the timing of

promotional expenses during the quarter, which negatively impacted revenue.

European revenue for the three months ended September 30, 2025 was approximately $17.7 million, representing an increase of $1.4

million, or 8.9%, from the three months ended September 30, 2024. Asia-Pacific revenue generated approximately $3.5 million for the

three months ended September 30, 2025, with other international markets contributing an additional $1.9 million in revenue for the three

months ended September 30, 2025. The international markets continued to expand during the quarter, driven by recent market launches

and continued investment in distribution, marketing, and strategic partnerships to support long-term growth.

The following table sets forth the amount of revenue by geographical location for the three months ended September 30, 2025 and

September 30, 2024:

	Three Months Ended September 30,
(Amounts in thousands)	2025	2024
North America	$701,990	$247,125
Europe	17,691	16,243
Asia-Pacific	3,518	594
Other	1,907	1,786
Revenue	$725,106	$265,748

Gross Profit

For the three months ended September 30, 2025, gross profit increased by $250.1 million to $372.3 million, an increase of 204.6% from

$122.2 million for the three months ended September 30, 2024. This increase was driven primarily by the Alani Nu Acquisition. Gross

profit margin was 51.3% for the three months ended September 30, 2025 and 46.0% for the three months ended September 30, 2024.

This margin improvement was primarily driven by lower net portfolio promotional spend, pack mix, favorable channel mix, scale

benefits on raw materials from higher volume, negative impacts from tariffs and the impact of comparatively lower margin contributions

from Alani Nu and Rockstar.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2025 were $205.6 million, an increase of

$80.2 million, or 64.0%, from $125.4 million for the three months ended September 30, 2024.

The change in selling, general and administrative expenses included:

An increase of $47.9 million in marketing and selling expense. This increase was primarily due to:

•$19.3 million attributable to Alani Nu, primarily related to sales and marketing employee costs, marketing investments to

support brand growth, and storage and distribution expenses associated with the brand’s commercial expansion;

•$17.8 million in marketing expenses, primarily attributable to the ongoing "Live. Fit. Go." campaign, our largest

marketing initiative to date, designed to support long-term brand development;

•$4.8 million in employee-related costs, primarily reflecting the expansion of our workforce through continued investment

in sales and marketing personnel to support our strategic growth initiatives; and

•$6.0 million in other selling expenses, including storage and distribution costs associated with expanded sales volume and

channel growth.

An increase of $32.3 million in administrative expenses. This increase was primarily due to:

•$15.3 million in acquisition and integration-related costs, primarily consisting of legal and professional service fees

incurred in connection with the Rockstar Acquisition and Alani Nu Acquisition and their subsequent integration;

•$12.5 million attributable to Alani Nu, primarily related to administrative employee costs, amortization of intangible

assets, and other general administrative expenses; and

•$4.5 million in other administrative expenses, including administrative employee related costs, amortization of

intangibles, and stock-based compensation.

Distributor Termination Fees

In addition to the selling, general and administrative expense changes described above, we also incurred termination fees of $246.7

million for the three months ended September 30, 2025, due to the termination of certain former Alani Nu distributors. There were no

such expenses in the comparable period in 2024.

Other (Expense) Income

Total other expense for the three months ended September 30, 2025 was $8.0 million compared to other income of $11.4 million for the

three months ended September 30, 2024, reflecting an unfavorable change of $19.4 million. This increase in other expense was primarily

driven by $18.2 million of interest expense related to our outstanding debt, whereas no such debt existed in the prior-year interim period.

Additionally, interest income decreased compared to the prior period, partially offset by income recognized in connection with Rockstar.

Provision for Income Taxes

In general, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in

the various jurisdictions in which it operates, to determine its quarterly provision for income taxes. Certain discrete items are recognized

separately in the quarter in which they occur and may cause variability in the effective tax rate from quarter to quarter. The Company’s

effective tax rate may change from period to period due to recurring and nonrecurring factors, including the geographic mix of earnings,

enacted tax legislation, and state and local income taxes.

For the three months ended September 30, 2025, the Company’s effective tax rate was 30.7%, reflecting a tax benefit, compared to

22.3%, reflecting a tax expense, for the same period in 2024. The higher effective tax rate for the current quarter, which contributed to a

greater income tax benefit, primarily reflects the favorable impact of distributor termination expenses on state income taxes and higher

tax benefits from foreign operations included in the Company’s forecasted annual effective tax rate, partially offset by income tax

expense associated with stock-based compensation shortfalls and other non-deductible items. The current period’s effective tax rate

exceeded the U.S. federal statutory rate of 21.0%, primarily due to the aforementioned effects of distributor termination expenses and

state income taxes on the Company’s forecasted annual effective tax rate. In the prior-year quarter, the effective tax rate exceeded the

statutory rate primarily due to disallowed stock-based compensation expense and state income taxes.

We are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. Our tax returns for tax years

beginning 2020 remain subject to potential examination by the taxing authorities.

Net (Loss) Income Attributable to Common Stockholders

Net loss attributed to common stockholders for the three months ended September 30, 2025 was $70.7 million, representing basic loss

per share of $(0.27) based on a basic weighted average of 257.8 million shares outstanding. In comparison, for the three months ended

September 30, 2024 our net loss attributed to common stockholders was $0.6 million, representing basic loss per share of $(0.00) based

on a weighted average of 233.7 million shares outstanding. Diluted loss per share was $(0.27) and $(0.00) for the three months ended

September 30, 2025 and 2024, respectively. The increase in net loss attributable to common stockholders for the three months ended

September 30, 2025 was primarily driven by distributor termination fees incurred in connection with transitioning Alani Nu to the Pepsi

distribution network, higher selling, general and administrative expenses and interest expense related to the debt issued in the second

quarter of 2025. These unfavorable factors were partially offset by positive net income generated by Alani Nu. The results for the three

months ended September 30, 2025 also benefited from comparison to a softer prior-year period, when Pepsi’s inventory optimization

negatively impacted our results.

Nine months ended September 30, 2025 compared to Nine months ended September 30, 2024

Revenue

For the nine months ended September 30, 2025, revenue was approximately $1,793.6 million, an increase of $770.2 million, or 75.3%,

from $1,023.4 million for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, revenue in North America increased by $754.0 million, or 77.8%, compared to the nine

months ended September 30, 2024. The increase was driven primarily by the Alani Nu Acquisition, which contributed approximately

$633.2 million following the acquisition. The remainder of the growth reflected higher revenue for the Celsius brand, which increased

12.5% compared to the prior-year period, from expanded distribution, new product innovation and broader brand awareness. The year to

date comparison for the Celsius brand also benefited from lower revenue in the third quarter of 2024, when Pepsi's inventory

optimization reduced sell-in while promotional programs remained active.

European revenues for the nine months ended September 30, 2025 were approximately $54.7 million, representing an increase of $7.6

million, or 16.1%, from the nine months ended September 30, 2024. Asia-Pacific revenues generated approximately $10.1 million for the

nine months ended September 30, 2025, with other international markets contributing an additional $5.9 million in revenue for the nine

months ended September 30, 2025. The international markets continued to expand during the quarter, driven by recent market launches

and continued investment in distribution, marketing, and strategic partnerships to support long-term growth.

The following table sets forth the amount of revenues by geographical location for the nine months ended September 30, 2025 and

September 30, 2024:

	Nine Months Ended September 30,
(Amounts in thousands)	2025	2024
North America	$1,722,983	$968,988
Europe	54,651	47,069
Asia-Pacific	10,143	2,129
Other	5,864	5,247
Revenue	$1,793,641	$1,023,433

Gross Profit

For the nine months ended September 30, 2025, gross profit increased by $412.0 million to $925.5 million, an increase of 80.2%, from

$513.5 million for the nine months ended September 30, 2024. Gross profit margin increased to 51.6% for the nine months ended

September 30, 2025 from 50.2% for the nine months ended September 30, 2024. This gross profit margin increase was primarily driven

by lower net portfolio promotional spend, favorable channel, price and pack mix which were partially offset by the impact of

comparatively lower margin contributions from Alani Nu and Rockstar and inventory valuation step-up adjustments following our

acquisitions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended September 30, 2025 were $563.8 million, an increase of

$224.5 million, or 66.2%, from $339.3 million for the nine months ended September 30, 2024.

The change in selling, general and administrative expenses included:

An increase of $110.9 million in administrative expenses. This increase was primarily due to:

•$40.4 million in acquisition and integration-related costs, primarily consisting of legal and professional service fees

incurred in connection with the Alani Nu Acquisition and the Rockstar Acquisition and the integration of those businesses

into our operations;

•$28.3 million attributable to Alani Nu, primarily related to administrative employee costs, amortization of intangible

assets, and other general administrative expenses;

•$16.4 million in other administrative expenses, including depreciation, amortization of intangibles, and stock-based

compensation;

•$13.8 million due to the remeasurement of contingent consideration related to the Alani Nu Acquisition, reflecting

stronger-than-expected revenue performance and an upward revision to forecasted results; and

•$12.0 million in general administrative costs, including legal, consulting, and other professional service expenses.

An increase of $113.6 million in marketing and sales expenses. This increase was primarily due to:

•$49.0 million attributable to Alani Nu, primarily related to sales and marketing employee costs, marketing investments to

support brand growth, and storage and distribution expenses associated with the brand’s commercial expansion;

•$38.1 million in marketing expense, reflecting continued execution of the "Live. Fit. Go." campaign, which launched

earlier in the year and remained our largest marketing initiative to date;

•$15.9 million in employee-related costs, primarily reflecting the expansion of our workforce through continued

investment in sales and marketing personnel to support our strategic growth initiatives; and

•$10.6 million in other selling expenses, including storage and distribution costs associated with expanded sales volume

and channel growth.

Distributor Termination Fees

In addition to the selling, general and administrative expense changes discussed above, we also incurred termination fees of $246.7

million for the nine months ended September 30, 2025 due to the termination of certain former Alani Nu distributors. There were no

such expenses in the comparable period in 2024.

Other (Expense) Income

Total other expense was $12.6 million for the nine months ended September 30, 2025, compared to other income of $31.0 million for the

nine months ended September 30, 2024, reflecting an unfavorable change of $43.6 million. This change was primarily driven by

$36.3 million of interest expense recognized in 2025 related to our outstanding debt, whereas no such debt existed in the prior-year

period. Additionally, interest income decreased compared to the prior period, partially offset by income recognized in connection with

Rockstar.

Provision for Income Taxes

For the nine months ended September 30, 2025, our effective tax rate was 18.7%, as compared to 20.1% for the same period in 2024.

The decrease was primarily driven by deferred state income tax benefits arising from distributor termination expenses, combined with

favorable tax benefits from foreign operations. These factors were partially offset by income tax expense related to stock award shortfalls

and non-deductible expenses associated with the issuance of stock-based compensation. The effective tax rate for the current period was

below the U.S. federal statutory rate of 21.0%, primarily due to the deferred state income tax benefits recognized in connection with

distributor termination expenses, as well as favorable foreign tax impacts. The prior-year effective tax rate was also below the statutory

rate, primarily reflecting windfall benefits from stock-based compensation, partially offset by disallowed stock-based compensation

expenses and state income taxes.

We are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. Our tax returns for tax years

beginning 2020 remain subject to potential examination by the taxing authorities.

Net Income Attributable to Common Stockholders

Net income attributed to common stockholders for the nine months ended September 30, 2025 was $54.7 million, representing basic

earnings per share of $0.22 based on a basic weighted average of 250.3 million shares outstanding. In comparison, for the nine months

ended September 30, 2024 our net income attributed to common stockholders was $131.0 million, representing basic earnings per share

of $0.56 based on a weighted average of 233.2 million shares outstanding. Diluted earnings per share was $0.22 and $0.55 for the nine

months ended September 30, 2025 and 2024, respectively. The decrease in net income attributable to common stockholders for the nine

months ended September 30, 2025 was primarily driven by distributor termination fees incurred in connection with transitioning Alani

Nu distribution to the Pepsi distribution network, higher selling, general and administrative expenses, and interest expense related to

newly incurred debt. These unfavorable factors were offset by positive net income from the Alani Nu Acquisition and interest income

from our money market accounts.

Liquidity and Capital Resources

General

As of September 30, 2025, we had unrestricted cash and cash equivalents of approximately $806.0 million, restricted cash of $126.5

million and net working capital of $912.6 million.

Our primary sources of liquidity are cash flows from operations and our existing cash balances. We believe that cash available from

operations, together with our $100.0 million Revolving Credit Facility, will be sufficient for our working capital needs, including

purchase commitments for raw materials and inventory, increases in accounts receivable and other assets, and purchases of capital assets

and equipment for the next twelve months and beyond.

Purchases of inventories, increases in accounts receivable and other assets, equipment purchases (including coolers), advances to certain

co-packers and distributors, and payments of accounts payable and income taxes are expected to remain our principal recurring uses of

cash and material cash requirements.

On April 1, 2025, we completed the Alani Nu Acquisition for total consideration comprising (i) $1,275.0 million in cash paid at closing,

subject to adjustment as set forth in the Membership Interest Purchase Agreement, (ii) an aggregate of 22,451,224 shares of our common

stock, and (iii) up to $25.0 million in additional cash consideration, payable only if revenue from Alani Nu’s products meets or exceeds

an agreed-upon target for 2025. Any such contingent consideration is expected to be paid in 2026. For the nine months ended September

30, 2025, we recorded a measurement period adjustment primarily related to property, plant and equipment for $2.9 million, and the total

cash consideration paid, net of cash received, is reflected in our cash flows from investing activities. For additional information, see Note

Acquisitions in the notes to the condensed consolidated financial statements.

In connection with our Alani Nu Acquisition, we, together with certain of our subsidiaries as guarantors, the lenders and issuing banks

from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, entered into the secured

Credit Agreement. The Credit Agreement provides for the Term Loan Facility in an aggregate principal amount of up to $900.0 million,

which was fully drawn to fund a portion of the purchase price for Alani Nu, and a Revolving Credit Facility in an aggregate principal

amount of up to $100.0 million, which may include the issuance of letters of credit in a stated face amount of up to, but not exceeding,

$50.0 million. The Term Loan Facility matures on April 1, 2032, and the Revolving Credit Facility matures on April 1, 2030. For

additional information see Note 6. Debt in the notes to the condensed consolidated financial statements.

On October 2, 2025, subsequent to the end of the reporting period, Celsius Holdings, Inc. and Celsius, Inc. entered into the First

Refinancing Amendment. This amendment reduced the applicable interest rates under both the Term Loan Facility and the Revolving

Credit Facility by 0.75%. All other material terms of the Credit Agreement remained unchanged. In connection with the First

Refinancing Amendment, we repaid the remaining outstanding balance of our $900.0 million term loan facility using a combination of

approximately $198.8 million of cash on hand and the proceeds from a new $700.0 million term loan under the Term Loan Facility,

which bears interest at the reduced interest rate provided in the First Refinancing Amendment. No prepayment penalties were incurred in

connection with the refinancing.

Cash flows for the nine months ended September 30, 2025 and 2024

Cash flows provided by operating activities

Cash flows provided by operating activities totaled $478.9 million for the nine months ended September 30, 2025, which compares to

$187.2 million cash provided by operating activities for the nine months ended September 30, 2024. The $291.7 million increase was

primarily driven by strong operational performance, including the addition of net income and revenue from Alani Nu and higher

accounts payable and accrued liabilities resulting from the timing of payments. The increase also reflects cash received from Pepsi

related to the termination of existing Alani Nu distributors under the A&R U.S. Distribution Agreement, which had not yet been paid to

terminated distributors as of September 30, 2025.

Cash flows used in investing activities

Cash flows used in investing activities totaled $1,278.7 million for the nine months ended September 30, 2025, compared to cash used in

investing activities of $21.0 million for the nine months ended September 30, 2024. The $1,257.7 million increase was primarily

attributable to cash paid as part of the Alani Nu Acquisition as well as increased capital expenditures related to investment in machinery

and equipment at our wholly owned manufacturing facility, Big Beverages. For more information, see Note 5. Acquisitions in the notes

to the condensed consolidated financial statements.

Cash flows provided by financing activities

Cash flows provided by financing activities totaled $839.9 million for the nine months ended September 30, 2025, compared to $18.5

million cash flows used in financing activities for the same period in 2024, representing an $858.4 million increase. The increase was

primarily driven by debt incurred in connection with the Alani Nu Acquisition whereas no such debt existed in prior year. For more

information, see Note 6. Debt in the notes to the condensed consolidated financial statements.

Off Balance Sheet Arrangements

As of September 30, 2025 and December 31, 2024, we had no off balance sheet arrangements.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United

States of America, which requires us to make estimates and assumptions that affect the reported amounts in our condensed consolidated

financial statements. Critical accounting estimates are those that management believes are the most important to the portrayal of our

financial condition and results and require the most difficult, subjective or complex judgments, often as a result of the need to make

estimates about the effect of matters that are inherently uncertain and that have had, or are reasonably likely to have, a material impact on

our financial condition or results of operations. Judgments and uncertainties may result in materially different amounts being reported

under different conditions or using different assumptions. Except for those described below, there have been no material changes to our

critical accounting policies or estimates from those described in Part II, Item 7, Management's Discussion and Analysis of Financial

Condition and Results of Operations included in our Annual Report.

Business Combinations

We account for acquisitions using the acquisition method, under which, upon obtaining control, we recognize each identifiable asset

acquired and liability assumed at its acquisition date fair value. The determination of those fair values requires significant judgment and

the use of valuation techniques when observable market inputs are unavailable. We value intangible assets using models such as the

income approach (relief-from-royalty model) and other cost-based techniques. Key unobservable inputs include but are not limited to

forecasted revenue growth rates, discount rates, royalty rates and estimated useful lives. We engage third-party valuation specialists to

review these critical assumptions and prepare detailed fair value analyses for material acquisitions.

Any excess of the purchase consideration over the fair values of identifiable net assets is recorded as goodwill. During the measurement

period, up to one year from the acquisition date, significant provisional amounts are adjusted with a corresponding offset to goodwill.

Preferred Stock

On the Closing Date of the Pepsi Transactions, we measured the fair value of our Preferred Stock using a Monte Carlo simulation

because these instruments include path dependent features, multiple redemption and conversion decision dates, an automatic conversion

and a 10-day VWAP test. The model used observable market data at the measurement date, such as the price of our common stock. Since

the valuation required significant unobservable inputs, including the probability of meeting certain triggering conditions, equity volatility

and discount rates for redemption cash flows, the measurement is classified within Level 3 of the fair value hierarchy.

We engaged third-party valuation specialists to review these critical assumptions and prepare detailed fair value analyses for our

Preferred Stock. Key assumptions included the probability of meeting triggering conditions, equity volatility, the time horizon to

decision dates and discount rates. These estimates were judgmental and could materially affect results.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Commodity Price Risk

In the normal course of business, our financial position is routinely subject to a variety of risks. The principal market risks (i.e., the risk

of loss arising from adverse changes in market rates and prices) to which we are exposed are fluctuations in commodity and other input

prices affecting the costs of our raw materials (including, but not limited to, increases in the costs of the price of aluminum cans,

sucralose and other sweeteners, as well as other raw materials contained within our products). We do not currently use hedging

agreements or other financial instruments to manage the risks associated with securing sufficient ingredients or raw materials, although

we may consider doing so in the future as part of our risk management strategy. We are also subject to market risks with respect to the

cost of commodities and other inputs because our ability to recover increased costs through higher pricing is limited by the competitive

environment in which we operate.

Interest Rate Risk

We may be subject to market risk from exposure to changes in interest rates based on our financing, investing, and cash management

activities. As of September 30, 2025, the interest rate on our $897.8 million term loan incurred in connection with the Alani Nu

Acquisition was 7.29%. Based on the outstanding balances as of September 30, 2025, if our applicable interest rate increased by 1%,

then our debt service on an annual basis would increase by approximately $8.8 million. For more information, see Note 6. Debt in the

notes to the condensed consolidated financial statements.

We do not use derivative financial instruments to protect ourselves from fluctuations in interest rates.

Except as described herein, there have been no material changes to the information regarding market risk provided in Item 7A.

Quantitative and Qualitative Disclosures about Market Risk contained in our Annual Report.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that

information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the rules and forms adopted by the SEC. These controls also ensure that

information required to be disclosed in the reports that are filed or submitted under the Exchange Act are accumulated and

communicated to the Company’s management, including our Chief Executive Officer (our principal executive officer) and our Chief

Financial Officer (our principal financial and accounting officer), or persons performing similar functions, as appropriate, to allow timely

decisions regarding required disclosure.

Our Chief Executive Officer, as well as our Chief Financial Officer, evaluated the effectiveness of the design and operation of our

disclosure controls and procedures as of September 30, 2025. Based on that evaluation, our Chief Executive Officer and our Chief

Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

On April 1, 2025, we completed the Alani Nu Acquisition. In accordance with interpretive guidance issued by the SEC staff,

management is permitted to exclude an acquired business from its assessment of internal control over financial reporting in the first year

post-acquisition. Given the overlapping nature of internal controls and disclosure controls and procedures, we have excluded the portion

of disclosure controls and procedures that are subsumed within the internal control over financial reporting of Alani Nu from

management's evaluation of our disclosure controls and procedures as of September 30, 2025.

Alani Nu, excluding the effects of purchase accounting, represented approximately 12.6% of our consolidated total assets as of

September 30, 2025 and 35.3% of consolidated revenue for the nine months ended September 30, 2025. We will include Alani Nu in our

assessment of internal controls over financial reporting and disclosure controls and procedures no later than the first anniversary of the

acquisition date, as required.

On August 28, 2025, we completed the Rockstar Acquisition. In accordance with interpretive guidance issued by the SEC staff,

management is permitted to exclude an acquired business from its assessment of internal control over financial reporting in the first year

post-acquisition. Given the overlapping nature of internal controls and disclosure controls and procedures, we have excluded the portion

of disclosure controls and procedures that are subsumed within the internal control over financial reporting of Rockstar from

management's evaluation of our disclosure controls and procedures as of September 30, 2025.

Rockstar, excluding the effects of purchase accounting, represented approximately 0.5% of our consolidated total assets as of

September 30, 2025 and 0.7% of consolidated revenue for the nine months ended September 30, 2025. We will include Rockstar in our

assessment of internal controls over financial reporting and disclosure controls and procedures no later than the first anniversary of the

acquisition date, as required.

Changes in Internal Control Over Financial Reporting

Except as discussed above, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule

13a-15(f)) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings.

The information required by this Item is included in Note 16. Commitments and Contingencies in the condensed consolidated financial

statements in Part I, Item 1 of this Quarterly Report.

Item 1A. Risk Factors.

We face a variety of risks that are inherent in our business and our industry, including operational, legal, regulatory and product risks.

Such risks could cause our actual results to differ materially from our forward-looking statements, expectations and historical trends.

Except for the risks discussed elsewhere in this Quarterly Report, during the reporting period covered by this Quarterly Report, there

have been no material changes to our risk factors as set forth in Part I, Item 1A Risk Factors in our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

During the three months ended September 30, 2025, we purchased the following shares of our common stock to satisfy the employee tax

withholding obligations upon the vesting of equity awards:

Period	Total Number of<br><br>Shares<br><br>Purchased	Average Price<br><br>Paid per Share	Total Number of<br><br>Shares<br><br>Purchased as<br><br>Part of Publicly<br><br>Announced<br><br>Plans or<br><br>Programs	Maximum<br><br>Dollar Value<br><br>that May Yet Be<br><br>Purchased<br><br>Under the Plans<br><br>or Programs
July 1, 2025 to July 31, 2025	133	$31.18	—	$—
August 1, 2025 to August 31, 2025	8,921	50.81	—	—
September 1, 2025 to September 30, 2025	—	—	—	—
Total	9,054		—	$—

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Arrangements

From time to time, certain of our executive officers and directors have, and we expect they will in the future, enter into, amend and

terminate written trading arrangements pursuant to Rule 10b5-1 of the Exchange Act or otherwise. During the quarter ended

September 30, 2025, except as set forth below, none of our officers or directors adopted or terminated any Rule 10b5-1 trading

arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Name and<br><br>Title	Type of Plan	Participant's<br><br>Adoption Date	Termination Date or<br><br>Date Terminated by<br><br>Participant	Aggregate<br><br>Number of<br><br>Securities	Description of Trading<br><br>Arrangement
John Fieldly,<br><br>Chief Executive<br><br>Officer	10b5-1(c)(1)<br><br>Trading Plan	March 7, 2025	Terminated by Mr.<br><br>Fieldly on August 11,<br><br>2025	632,044	Sale of shares of common stock<br><br>(vested stock options or other awards)

Item 6. Exhibits.

Index to Exhibits

Exhibit		Incorporated by Reference
Number	Exhibit Description	Form	Exhibit	Filing<br><br>Date
3.1*	Composite Articles of Incorporation of Celsius Holdings, Inc.
3.2	Second Amended and Restated Bylaws	10-Q	3.2	8/6/2024
3.3	Certificate of Designation of Series B Convertible Preferred Stock of Celsius<br><br>Holdings, Inc	8-K	3.1	8/29/2025
3.4	Certificate of Amendment to Designation of the Series A Convertible Preferred<br><br>Stock of Celsius Holdings, Inc.	8-K	3.2	8/29/2025
10.1†	Securities Purchase Agreement, dated as of August 28, 2025, by and between<br><br>Celsius Holdings, Inc. and PepsiCo., Inc.	8-K	10.1	8/29/2025
10.2	Amended and Restated Registration Rights Agreement, dated as of August 28,<br><br>2025, by and between Celsius Holdings, Inc. and PepsiCo, Inc.	8-K	10.2	8/29/2025
10.3†+	Transaction Agreement, dated as of August 28, 2025, by and between Celsius<br><br>Holdings, Inc., and PepsiCo., Inc.	8-K	10.3	8/29/2025
10.4†+	Amended and Restated Distribution Agreement, dated as of August 28, 2025, by<br><br>and among Celsius, Inc., Alani Nutrition LLC, Celsius Brands LLC, PepsiCo.,<br><br>Inc., and, solely with respect to Section 9, Celsius Holdings, Inc.	8-K	10.4	8/29/2025
31.1*	Section 302 Certification by Chief Executive Officer
31.2*	Section 302 Certification by Chief Financial Officer
32.1**	Section 906 Certification by Chief Executive Officer
32.2**	Section 906 Certification by Chief Financial Officer
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	The cover page of this Quarterly Report on Form 10-Q for the quarter ended<br><br>September 30, 2025, formatted in Inline XBRL (included within the Exhibit 101<br><br>attachment)

__________________________________________________

*Filed herewith.

** Furnished herewith.

Certain provisions and terms of this Exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K, because

Celsius customarily and actually treats that information as private or confidential and the omitted information is not material.

Celsius will supplementally provide a copy of an unredacted copy of this exhibit to the Securities and Exchange Commission or its

staff upon request.

† Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Celsius agrees

to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission or its staff upon

request.

SIGNATURES

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 thereunto duly authorized.

	CELSIUS HOLDINGS, INC.
Date: November 7, 2025	By:	/s/ John Fieldly
		John Fieldly,<br><br>Chief Executive Officer<br><br>(Principal Executive Officer)
Date: November 7, 2025	By:	/s/ Jarrod Langhans
		Jarrod Langhans,<br><br>Chief Financial Officer<br><br>(Principal Financial and Accounting Officer)

celhcompositecharterq371

ACTIVE 716040848v3 THIS COMPOSITE ARTICLES OF INCORPORATION OF CELSIUS HOLDINGS, INC. (THE “CORPORATION”) REFLECTS THE PROVISIONS OF THE CORPORATION’S ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO (INCLUDING CERTIFICATES OF DESIGNATION OF PREFERRED STOCK AND AMENDMENTS THERETO) FILED WITH THE NEVADA SECRETARY OF STATE THEREAFTER ON OR PRIOR TO AUGUST 28, 2025, BUT IS NOT AN AMENDMENT AND/OR RESTATEMENT THEREOF. COMPOSITE ARTICLES OF INCORPORATION I, the undersigned being the original incorporator herein named, for the purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada Revised Statutes, the general corporation laws of the State of Nevada, to do business both within and without the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true: ARTICLE I NAME The name of the corporation is Celsius Holdings, Inc. ARTICLE II PRINCIPAL OFFICE Section 2.01 Resident Agent. The name and address of its resident agent for service process is Resident Agents of Nevada, Inc. 711 S. Carson, Suite 4, Carson City, Nevada 89701. Section 2.02 Other Offices. The corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of directors and stockholders held outside the State of Nevada with the same effect as if in the State of Nevada. ARTICLE III PURPOSE The corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.

2 ACTIVE 716040848v3 ARTICLE IV SHARES OF STOCK Section 4.01 Number and Class. The amount of the total authorized capital stock of this corporation is: (a) 400,000,000 shares of common stock with a par value of $0.001 per share; and (b) 2,500,000 shares of preferred stock with a par value of $0.001 per share. The Common Stock and Preferred Stock may be issued from time to without action by the stockholders. The Common Stock and Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such shares of Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them. Section 4.02 No Preemptive Rights. Holders of the Common Stock of the corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the corporation authorized, issued or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its discretion, may determine from time to time. Section 4.03 Assessment of Shares. The Common Stock of the corporation, after the amount of the subscription price has been paid, in money, property or services, as the directors of the corporation shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular. ARTICLE V TERMS OF SERIES A PREFERRED STOCK AND SERIES B PREFERRED STOCK Section 5.01 Definitions. For purposes of the Series A Preferred Stock, the following terms shall have the following meanings: “10-Day VWAP” per share of Common Stock, measured as of any date of determination, shall mean the arithmetic average of the VWAP per share of Common Stock for each of the ten consecutive Trading Days ending on, and including, the Trading Day immediately preceding such date of determination. “Accrued Dividend Amount” shall have the meaning set forth in Section 5.03(c). “Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 144 under the Securities Act;

3 ACTIVE 716040848v3 provided, however, the Corporation and its Subsidiaries shall not be deemed to be Affiliates of any Holder or any of its Affiliates. “Articles of Incorporation” shall mean the Articles of Incorporation of the Corporation (as amended from time to time). “Automatic Conversion” shall have the meaning set forth in Section 5.06(b)(i). “Automatic Conversion Date” shall mean the date an Automatic Conversion Event occurs. “Automatic Conversion Event” shall have the meaning set forth in Section 5.06(b)(iii). “Board” shall mean the Board of Directors of the Corporation. “Business Day” shall mean any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. “Cash and PIK Dividend” shall have the meaning set forth in Section 5.03(d). “Cash and PIK Dividend Aggregate Cash Amount” shall mean, with respect to any Cash and PIK Dividend authorized and declared by the Board (or any duly authorized committee thereof), the aggregate amount of cash authorized and declared to be paid to the Holders in respect of all issued and outstanding shares of Series A Preferred Stock as of the Record Date for such Cash and PIK Dividend. “Cash and PIK Dividend Cash Settlement Amount” shall mean, with respect to each share of Series A Preferred Stock, an amount equal to the quotient of (A) the Cash and PIK Dividend Aggregate Cash Amount, divided by (B) the aggregate number of shares of Series A Preferred Stock issued and outstanding as of the Record Date for the applicable Cash and PIK Dividend. “Certificate” shall mean the Certificate of Designation for the “Series A Convertible Preferred Stock”. “Change of Control” shall mean: (i) a sale or transfer, directly or indirectly, of all or substantially all of the assets of the Corporation in any transaction or series of related transactions (other than sales in the ordinary course of business); (ii) any merger, consolidation or reorganization of the Corporation with or into any other entity or entities as a result of which the holders of the Corporation’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization no longer represent at least a majority of the voting power of the surviving or resulting corporation or other entity; or (iii) any sale or series of sales, directly or indirectly, beneficially or of record, of shares of the Corporation’s capital stock by the holders thereof which results in any Person or group of Affiliated Persons owning capital stock holding more than 50% of the voting power of the Corporation. “Change of Control Notice” shall have the meaning set forth in Section 5.08(d)(ii).

4 ACTIVE 716040848v3 “Change of Control Redemption” shall have the meaning set forth in Section 5.08(d)(i). “Change of Control Redemption Date” shall have the meaning set forth in Section 5.08(d)(ii). “Change of Control Redemption Price” shall have the meaning set forth in Section 5.08(d)(i). “Close of Business” shall mean 5:00 p.m., New York City time, on any Business Day. “Common Stock” shall mean the Corporation’s common stock, par value $0.001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed into. “Conversion Date” shall mean any Automatic Conversion Date or Mandatory Conversion Date, as applicable. “Conversion Notice” shall mean any Automatic Conversion Notice or Mandatory Conversion Notice, as applicable. “Conversion Ratio” for each share of Series A Preferred Stock with respect to any conversion pursuant to Section 5.06, shall mean the quotient of (a) the sum of (x) the Stated Value of such share of Series A Preferred Stock as of the applicable Conversion Date, plus (y) without duplication of all accrued and unpaid Dividends previously added to the Stated Value of such share of Series A Preferred Stock, all accrued and unpaid Dividends per share of Series A Preferred Stock through the applicable Conversion Date; divided by (b) the Conversion Price as of the Conversion Date. “Conversion Price” shall mean $75.00, as adjusted in accordance with the terms and conditions of Section 5.07. “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities, in each case directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options. “Corporation” shall mean Celsius Holdings, Inc., a corporation organized and existing under the laws of the State of Nevada. “Corporation Optional Redemption” shall have the meaning set forth in Section 5.08(a). “Corporation Optional Redemption Notice” shall have the meaning set forth in Section 5.08(a). “Corporation Optional Redemption Right” shall have the meaning set forth in Section 5.08(a).

5 ACTIVE 716040848v3 “Corporation Termination Event” shall mean the date upon which the Distribution Agreement is terminated as a result of a valid termination by the Corporation in accordance with the terms of the Distribution Agreement. “Distribution Agreement” shall mean that certain amended and restated Distribution Agreement, effective as of August 28, 2025, by and between the Corporation and the Investor, as the same may be amended, supplemented or otherwise modified from time to time. “Dividend” shall have the meaning set forth in Section 5.03(a). “Dividend Payment Date” shall have the meaning set forth in Section 5.03(b). “Dividend Rate” means, for a Regular Dividend Period for a share of Series A Preferred Stock, 5.00% per annum of the Stated Value of such share as of the Record Date for such dividend, as may be adjusted pursuant to Section 5.08(c)(iv). “Exchange Property” shall have the meaning set forth in Section 5.07(b). “Holder” shall mean any holder of Series A Preferred Stock. “Holder Optional Redemption” shall have the meaning set forth in Section 5.08(b). “Holder Optional Redemption Notice” shall have the meaning set forth in Section 5.08(b). “Holder Optional Redemption Right” shall have the meaning set forth in Section 5.08(b). “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976. “Investor” shall mean the initial purchaser of the Series A Preferred Stock. “Investor Termination Event” shall mean the date upon which the Distribution Agreement is terminated as a result of a valid termination by Investor in accordance with the terms of the Distribution Agreement. “Issuance Date” shall mean August 1, 2022. “Junior Stock” shall have the meaning set forth in Section 5.05(a). “Liquidation Event” shall have the meaning set forth in Section 5.05(b). “Liquidation Preference” shall have the meaning set forth in Section 5.05(b). “Majority Holders” shall have the meaning set forth in Section 5.04(b). “Mandatory Conversion” shall have the meaning set forth in Section 5.06(a)(i). “Mandatory Conversion Date” shall have the meaning set forth in Section 5.06(a)(ii).

6 ACTIVE 716040848v3 “Mandatory Conversion Notice” shall have the meaning set forth in Section 5.06(a)(ii). “NRS” shall mean the Nevada Revised Statutes. “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities. “Parity Stock” shall have the meaning set forth in Section 5.05(a). “Participating Dividend” shall have the meaning set forth in Section 5.03(a). “Participating Dividend Payment Date” shall have the meaning set forth in Section 5.03(b). “Person” shall mean any individual, partnership, corporation, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. “PIK Dividend” shall have the meaning set forth in Section 5.03(c). “Preferred Stock” shall mean the Corporation’s Preferred Stock, par value $0.001 per share. “Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of shares of Common Stock or shares of Series A Preferred Stock, as applicable, have the right to receive any cash, securities or other property or in which the shares of Common Stock or shares of Series A Preferred Stock (or other applicable security), as applicable, is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board or a committee thereof, or by statute, contract, this Certificate of Designation or otherwise). “Redemption Date” shall have the meaning set forth in Section 5.08(c)(i). “Redemption Notice” shall have the meaning set forth in Section 5.08(c)(ii). “Redemption Price” shall mean a price per share of Series A Preferred Stock equal to the sum of (i) the Stated Value of such share of Series A Preferred Stock as of the applicable Redemption Date, plus (ii) without duplication of all accrued and unpaid Dividends previously added to the Stated Value of such share of Series A Preferred Stock, all accrued and unpaid Dividends per share of Series A Preferred Stock through such Redemption Date. “Regular Dividend” shall have the meaning set forth in Section 5.03(a). “Regular Dividend Payment Date” shall have the meaning set forth in Section 5.03(b). “Regular Dividend Period” shall have the meaning set forth in Section 5.03(b). “Required Approval” shall have the meaning set forth in Section 5.06(c)(iv).

7 ACTIVE 716040848v3 “Redemption Notice” shall have the meaning set forth in Section 5.08(c)(ii). “Related Person” shall have the meaning given to such term in Item 404(a) of Regulation S-K as promulgated under the Securities Act (“Item 404”). “Related Person Transaction” means any transaction for which disclosure is required under the terms of Item 404 involving the Corporation and any Related Person. “Reorganization Event” shall have the meaning set forth in Section 5.07(b)(iii). “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Securities Purchase Agreement” shall mean that certain Securities Purchase Agreement, effective as of August 1, 2022, by and between the Corporation and Investor. “Senior Stock” shall have the meaning set forth in Section 5.05(a). “Series A Preferred Stock” shall have the meaning set forth in Section 5.02(a). “Series A Preferred Stock Register” shall have the meaning set forth in Section 5.02(b). “Seventh Anniversary Date” shall mean August 28, 2032. “Share Delivery Date” shall have the meaning set forth in Section 5.06(c)(i). “Sixth Anniversary Date” shall mean August 28, 2031. “Stated Value” shall mean $375.00 per share of Series A Preferred Stock, as shall be increased from time to time for any PIK Dividends. “Subject Action” shall have the meaning set forth in Section 5.09(a). “Subsidiary” shall mean, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the total voting power of the equity entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (b) any partnership or limited liability company where (i) more than 50% of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

8 ACTIVE 716040848v3 “Tenth Anniversary Date” shall mean August 28, 2035. “Thirteenth Anniversary Date” shall mean August 28, 2038. “Trading Day” shall mean a day on which the Common Stock is traded for any period on the principal securities exchange or if the Common Stock is not traded on a principal securities exchange, on a day that the Common Stock is traded on another securities market on which the Common Stock is then being traded. “Triggering Condition” shall have the meaning set forth in the Distribution Agreement. “VWAP” per share of Common Stock on any Trading Day means the per share volume- weighted average price as displayed under the heading VWAP with Bloomberg Definition calculation method (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Corporation) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on such Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm selected by the Corporation in good faith). Section 5.02 Designation, Amount and Par Value; Assignment. (a) The series of the Corporation’s preferred stock designated by this Certificate of Designation shall be designated as Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and the number of shares so designated shall be One Million Four Hundred Sixty-Six Thousand Six Hundred Sixty Six (1,466,666). Each share of Series A Preferred Stock shall have a par value of $0.001 per share. The Series A Preferred Stock may be issued in certificated form or in uncertificated book-entry form at the election of the Holder. To the extent that any shares of Series A Preferred Stock are issued in uncertificated book-entry form, references herein to “certificates” shall instead refer to the book-entry notation relating to such shares. (b) The Corporation shall register shares of the Series A Preferred Stock, upon records to be maintained by the Corporation for that purpose (the “Series A Preferred Stock Register”), in the name of the Holders thereof from time to time. The Corporation may deem and treat the registered Holder of shares of Series A Preferred Stock as the absolute owner thereof for the purpose of any conversion thereof and for all other purposes. The Corporation shall register the transfer of any shares of Series A Preferred Stock in the Series A Preferred Stock Register, upon surrender of the certificates, if any, evidencing such shares to be transferred, duly endorsed by the Holder thereof, to the Corporation at its address specified herein. Upon any such registration or transfer of certificated shares of Series A Preferred Stock, a new certificate evidencing the shares of Series A Preferred Stock so transferred shall be issued to the transferee and a new certificate evidencing the remaining portion of the shares not so transferred, if any, shall be issued to the transferring Holder, in each case, within three Business Days. The provisions of this Certificate

9 ACTIVE 716040848v3 of Designation are intended to be for the benefit of all Holders from time to time and shall be enforceable by any such Holder. Section 5.03 Dividends. (a) Each share of Series A Preferred Stock shall be entitled to receive, in the manner set forth in this Section 5.03, (i) cumulative dividends in an amount equal to the Dividend Rate (each such dividend on the Series A Preferred Stock, a “Regular Dividend” and, collectively, the “Regular Dividends”), and (ii) on an as-converted basis, current payments of any dividend or other distribution (other than a distribution upon a Liquidation Event), whether paid in cash, in- kind or in other property (including, for the avoidance of doubt, any securities other than any dividends on shares of Common Stock payable in shares of Common Stock), authorized and declared by the Board on the issued and outstanding shares of Common Stock in an amount determined by assuming that a number of shares of Common Stock equal to the Conversion Ratio in effect on the applicable Record Date for such dividend or distribution (other than a distribution upon a Liquidation Event) were issued to, and held by, the Holder of such share of Series A Preferred Stock on such Record Date (each such dividend on the Series A Preferred Stock pursuant to this clause (ii), a “Participating Dividend” and, collectively, the “Participating Dividends” and, together with the Regular Dividends, the “Dividends”). (b) Regular Dividends shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (unless any such day is not a Business Day, in which event such Regular Dividends shall be payable on the next succeeding Business Day, without accrual of interest thereon to the actual payment date), commencing on September 30, 2022 (each such payment date, a “Regular Dividend Payment Date,” and the period from, and including, the Issuance Date to, and including, the first Regular Dividend Payment Date and each such quarterly period thereafter from, but excluding, the immediately preceding Regular Dividend Payment Date to, and including, the next occurring Regular Dividend Payment Date, a “Regular Dividend Period”). The amount of Regular Dividends payable in respect of each share of Series A Preferred Stock for any period shall be computed on the basis of a 365-day year and actual days elapsed (i.e., the daily accrual rate shall be determined by dividing the Dividend Rate by 365). Regular Dividends shall be cumulative and shall begin to accrue on a daily basis from the Issuance Date whether or not declared and whether or not the Corporation has assets legally available to make payment thereof, at a rate equal to the applicable Dividend Rate, regardless of whether or not in any Regular Dividend Period there are funds of the Corporation legally available for the payment of such Regular Dividend. The Corporation may, in its sole discretion and notwithstanding anything to the contrary in this Certificate of Designation, settle such Regular Dividend in cash out of funds legally available therefor, in-kind pursuant to the terms and conditions of Section 5.03(c), or a combination of cash and in-kind settlement pursuant to the terms and conditions of Section 5.03(d), and the Corporation shall set aside sufficient funds for the portion of any Regular Dividend to be paid in whole or in part in cash before the Board or any other authorized Person may declare, set apart funds for or pay any dividend on the Junior Stock. Participating Dividends shall be payable as and when paid to the holders of shares of Common

10 ACTIVE 716040848v3 Stock (each such date, a “Participating Dividend Payment Date” and, together with a Regular Dividend Payment Date, a “Dividend Payment Date”). (c) With respect to each share of Series A Preferred Stock, any Regular Dividend or portion thereof in respect of such share of Series A Preferred Stock that has accrued during any applicable Regular Dividend Period but is not paid (in whole or in part) in cash on the applicable Regular Dividend Payment Date (the amount of any accrued and unpaid Regular Dividend with respect to any share of Series A Preferred Stock for any Regular Dividend Period, regardless of whether such Regular Dividend is paid in cash or kind, the “Accrued Dividend Amount” with respect to such share of Series A Preferred Stock for such Regular Dividend Period) shall, regardless of whether or not such Regular Dividend is authorized and declared by the Board, or whether the Corporation has assets legally available to make payment thereof, be added to the Stated Value of such share of Series A Preferred Stock immediately following the Close of Business on such Regular Dividend Payment Date. Any such addition of the Accrued Dividend Amount in respect of a share of Series A Preferred Stock to the Stated Value of such share of Series A Preferred Stock pursuant to this Section 5.03(c) is referred to herein as a “PIK Dividend.” The Accrued Dividend Amount in respect of any Regular Dividend Period that is not paid (in whole or in part) in cash shall, without duplication of any prior PIK Dividends (if any) only be added to the Stated Value of such share of Series A Preferred Stock once. Regular Dividends with respect to each share of Series A Preferred Stock shall continue, from and after the date of each PIK Dividend, if any, to accrue in an amount per annum equal to the Dividend Rate (as such amount per annum may be adjusted pursuant to the terms and conditions hereof) of the Stated Value of such share of Series A Preferred Stock as of the relevant Record Date. (d) In the event that the Board has elected to effect the settlement of a Regular Dividend payment in part by payment of cash to each Holder of shares of Series A Preferred Stock and in part pursuant to a PIK Dividend (any such Regular Dividend, a “Cash and PIK Dividend”), the Corporation shall, on the applicable Regular Dividend Payment Date and in respect of each share of Series A Preferred Stock, (i) pay to the Holder thereof an amount of cash equal to the Cash and PIK Dividend Cash Settlement Amount in respect of such share of Series A Preferred Stock, and (ii) add to the Stated Value of such share of Series A Preferred Stock an amount equal to (A) the Accrued Dividend Amount with respect to such share of Series A Preferred Stock for the Regular Dividend Period ending on, and including, such Regular Dividend Payment Date, minus (B) the Cash and PIK Dividend Cash Settlement Amount in respect of such share of Series A Preferred Stock. If the Board declares a Cash and PIK Dividend, and any portion of the cash payment of such Cash and PIK Dividend per share of Series A Preferred Stock is not paid pursuant to the terms of this Section 5.03, then such portion shall be added to the Stated Value of such share of Series A Preferred Stock in accordance with the terms of this Section 5.03(d). (e) In the event that the Board has authorized and declared the payment of a Participating Dividend, such Participating Dividend shall be paid in a manner consistent with the payments of dividends on the shares of Common Stock. The Corporation will not declare any dividend or distribution (other than a distribution upon a Liquidation Event) on the Common Stock

11 ACTIVE 716040848v3 unless, concurrently therewith, the Corporation declares a corresponding Participating Dividend in accordance with Section 5.03(a). (f) Except as otherwise provided herein, if at any time the Corporation pays, in cash, less than the total amount of Dividends then accrued, but unpaid, with respect to the shares of Series A Preferred Stock, such cash payment shall be distributed pro rata among the Holders thereof based upon the Stated Value of all shares of Series A Preferred Stock held by each such Holder as of the Record Date for such payment. When Dividends are not paid in full upon the Series A Preferred Stock, all dividends on Series A Preferred Stock and any other class or series of Parity Stock shall be paid pro rata so that the amount of dividends on the shares of Series A Preferred Stock and each such other class or series of Parity Stock shall in all cases bear to each other the same ratio as accrued, but unpaid, Dividends (for the full amount of dividends that would be payable for the most recently completed Regular Dividend Period if dividends were declared in full on non-cumulative Parity Stock) on the Series A Preferred Stock and such other class or series of Parity Stock bear to each other. (g) Within one Business Day of the Record Date for any Regular Dividend, the Corporation will send written notice to each Holder of shares of Series A Preferred Stock stating (i) whether such Regular Dividend will be paid in cash or in kind pursuant to Section 5.03(c), or pursuant to a Cash and PIK Dividend pursuant to Section 5.03(d), and (ii) if such Regular Dividend will be paid, at least in part, in kind pursuant to Section 5.03(c) or pursuant to a Cash and PIK Dividend pursuant to Section 5.03(d), the Stated Value of each share of Series A Preferred Stock immediately before and immediately after the applicable increase. Section 5.04 Voting Rights. (a) Except as otherwise provided herein or as otherwise required by the NRS, the Series A Preferred Stock shall have no voting rights. (b) As long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series A Preferred Stock (“Majority Holders”): (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Articles of Incorporation or the bylaws of the Corporation, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to or other alteration of the Articles of Incorporation (including, without limitation, by way of filing a certificate of amendment or certificate of correction or by way of filing a certificate of designation with respect to any class or series of the Corporation’s capital stock, or any amendment or correction to such certificate of designation) or by merger, consolidation or otherwise; (ii) increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock;

12 ACTIVE 716040848v3 (iii) authorize, create, issue or reclassify securities (or securities that are convertible into or exercisable for such securities) that would be Parity Stock or Senior Stock; or (iv) enter into any agreement with respect to any of the foregoing. (c) As long as any share of Series A Preferred Stock remains issued and outstanding, any action required or permitted to be taken by the Holders of shares of Series A Preferred Stock may be effected without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Majority Holders and shall be delivered to the Corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of holders of any other class or series of capital stock of the Corporation are recorded. (d) During such time or times as any Holder of Series A Preferred Stock is entitled to nominate for election a director (or directors) and at least one such seat is filled (each, a “Preferred Director”), the Corporation shall not, without approval of the Board (which such approval must include the affirmative approval of each such Preferred Director), enter into any Related Person Transaction other than on an arms’ length basis (as determined in the reasonable discretion of the Board). Section 5.05 Rank; Liquidation. (a) The Series A Preferred Stock shall, with respect to dividend rights and rights upon a Liquidation Event, rank: (i) senior to all of the Common Stock; (ii) senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series A Preferred Stock (any such junior class, together with the Common Stock, “Junior Stock”); (iii) on parity with any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms on parity with the Series A Preferred Stock (the “Parity Stock”); and (iv) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms senior to any Series A Preferred Stock (“Senior Stock”). (b) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (but excluding any Change of Control) (each, a “Liquidation Event”), after satisfaction of all liabilities and obligations to creditors of the Corporation, subject to the rights of any class or series of Senior Stock and before any distribution or payment shall be made to any holder of any Junior Stock, and subject to Section 5.05(d), each Holder shall be entitled to receive, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) legally available therefor, an amount per share of Series A Preferred Stock equal to the greater of (i) the sum of (1) the Stated Value of such share of Series A Preferred Stock as of the applicable as of the date of the liquidating payment, plus (2) without duplication of all accrued and unpaid Dividends previously added to the Stated Value of such share of Series A Preferred Stock, all accrued and unpaid Dividends per share of Series A Preferred Stock through the date of the liquidating payment; and (ii) the amount that such Holder would have received had each share of Series A Preferred Stock held by such Holder, as of the commencement of such Liquidation Event,

13 ACTIVE 716040848v3 converted into a number of shares of Common Stock equal to the then-applicable Conversion Ratio (such greater amount, the “Liquidation Preference”). (c) No Holder shall (i) be entitled to any payment in respect of its shares of Series A Preferred Stock in the event of any Liquidation Event other than payment of the Liquidation Preference expressly provided for in Section 5.05(b), or (ii) have any further right or claim to any of the Corporation’s remaining assets, including any right or claim to participate in the receipt of any payment on Junior Stock in connection therewith (except as provided in Section 5.05(b)(ii)). (d) If, in connection with any liquidating distribution pursuant to Section 5.05(b), the assets of the Corporation or proceeds thereof are not sufficient to pay in full the applicable Liquidation Preference payable on the shares of Series A Preferred Stock and the corresponding liquidating distributions payable on the shares of Parity Stock, if any, then such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective aggregate liquidating distributions that would be payable on all such shares if all amounts payable thereon were paid in full. Section 5.06 Conversion. (a) Conversion at the Option of the Corporation. (i) At any time from and after the Seventh Anniversary Date, provided the 10- Day VWAP immediately prior to the date the Corporation delivers a Mandatory Conversion Notice to the Holders exceeds the Conversion Price, the Corporation may elect to convert (a “Mandatory Conversion”) all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock. In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into the number of shares of Common Stock equal to the Conversion Ratio of such share in effect as of the Mandatory Conversion Date. (ii) If the Corporation elects to effect a Mandatory Conversion, the Corporation shall provide notice thereof to each Holder (such notice, a “Mandatory Conversion Notice”) and the Holder Optional Redemption Right with respect to such shares shall terminate. The Mandatory Conversion Notice shall state: (A) the date selected by the Corporation for the Mandatory Conversion to become effective, which shall be at least 5 Business Days and not more than 15 Business Days after the date on which the Corporation provides the Mandatory Conversion Notice to each such Holder (the “Mandatory Conversion Date”); (B) the applicable Conversion Price and Conversion Ratio as in effect on the date of the Mandatory Conversion Notice; and (C) the number of shares of Common Stock to be issued (and the amount of cash to be paid in lieu of any fractional share) to such Holder upon conversion of the shares of Series A Preferred Stock held by such Holder, calculated in accordance with the Conversion Price and Conversion Ratio referred to in the immediately preceding clause (B). (b) Automatic Conversion. (i) Each share of Series A Preferred Stock shall automatically convert (an “Automatic Conversion”) into shares of Common Stock upon the occurrence of an

14 ACTIVE 716040848v3 Automatic Conversion Event and the Holder Optional Redemption Right shall terminate. In the case of an Automatic Conversion, each share of Series A Preferred Stock then outstanding shall be converted into the number of shares of Common Stock equal to the Conversion Ratio of such share in effect as of the Automatic Conversion Date. (ii) If an Automatic Conversion Event occurs, the Corporation shall promptly, and in any event within 10 Business Days of such Automatic Conversion Event, provide notice of such Automatic Conversion to each Holder (such notice, a “Automatic Conversion Notice”). The Automatic Conversion Notice shall state: (A) the Automatic Conversion Date; (B) a description in reasonable detail of the Automatic Conversion Event, with such supporting information as the Holder may reasonably request; (C) the applicable Conversion Price and Conversion Ratio as in effect on the Automatic Conversion Date; and (D) the number of shares of Common Stock to be issued (and the amount of cash to be paid in lieu of any fractional share) to such Holder upon conversion of the shares of Series A Preferred Stock held by such Holder, calculated in accordance with the Conversion Price and Conversion Ratio referred to in the immediately preceding clause (C). (iii) Each of the following shall be an “Automatic Conversion Event” with respect to any share of Series A Preferred Stock: (A) Any date from and after the Sixth Anniversary Date on which (x) the Triggering Condition is satisfied in accordance with the Distribution Agreement and (y) the 10-Day VWAP immediately prior to such date exceeds the Conversion Price of such share as of such date; and (B) Any date from and after the occurrence of a Corporation Termination Event, if the 10-Day VWAP immediately preceding such date exceeds the Conversion Price of such share as of such date. (C) Any date from and after the occurrence of an Investor Termination Event, if the 10-Day VWAP immediately preceding such date exceeds the Conversion Price of such share as of such date. (c) Mechanics of Conversion. (i) Record Holder; Delivery. The Holder entitled to receive shares of Common Stock issuable upon conversion of Series A Preferred Stock shall be treated for all purposes as the record holder(s) of such Common Stock as of the Close of Business on the Conversion Date for such conversion. As promptly as practicable on or after the Conversion Date (and in no event later than three Trading Days thereafter) (the “Share Delivery Date”), the Corporation shall issue the number of whole shares of Common Stock issuable upon conversion (and deliver payment of cash in lieu of fractional shares in accordance with Section 5.06(c)(iii)). Such shares of Common Stock shall be issued, at the option of the applicable Holder, in certificated or uncertificated form. Any such certificate or certificates, if applicable, shall be delivered by the Corporation to the appropriate Holder(s) by mailing certificates evidencing the shares to such Holder(s) at their respective addresses as set forth in the applicable conversion notice. Any such

15 ACTIVE 716040848v3 uncertificated shares of Common Stock, if applicable, shall be registered in the name and delivered to the Depository Trust Company or other applicable account directed by the applicable Holder. If fewer than all of the certificated shares of Series A Preferred Stock held by any Holder are converted pursuant to this Section 5.06, then a new certificate representing the unconverted certificated shares of Series A Preferred Stock shall be issued to such Holder representing such unconverted certificated shares. In all cases, the Holder shall retain all of its rights and remedies for the Corporation’s failure to convert Series A Preferred Stock. (ii) Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of the Series A Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments of Section 5.07) upon the conversion of all outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. (iii) Fractional Shares. Notwithstanding anything herein to the contrary, the Corporation shall not issue any fractional share of Common Stock upon conversion, as applicable, of any share of Series A Preferred Stock. In lieu of fractional shares otherwise issuable, Holders of shares of Series A Preferred Stock will be entitled to receive an amount in cash equal to the product of (i) such fraction of a share of Common Stock, multiplied by (ii) the 10-Day VWAP, measured as of the applicable Conversion Date. The Corporation shall pay such cash to the applicable Holder on the applicable Share Delivery Date. (iv) Regulatory Approvals. Notwithstanding anything herein to the contrary, if any Mandatory Conversion or Automatic Conversion would require any consent, waiver, authorization or order of, or any notice provided to or filing or registration made with, any Governmental Entity (as defined in the Purchase Agreement) or the shareholders of the Corporation (a “Required Approval”), including pursuant to the HSR Act, the Corporation and the Majority Holders shall use reasonable best efforts to obtain such Required Approval as promptly as practical, and such Automatic Conversion or Mandatory Conversion shall not be effected until such Required Approval is obtained. If the Corporation and the Majority Holders determine in good faith that such Required Approval is not reasonably likely to be obtained, the Corporation shall take all action necessary to effect such conversion into Common Stock that is non-voting (but otherwise having identical rights as the existing Common Stock). For avoidance of doubt, the Holders shall retain all rights in respect of their Series A Preferred Stock (including with respect to Dividends) until such Required Approval is obtained. (d) Transfer Restriction. With respect to any Mandatory Conversion or Automatic Conversion of Series A Preferred Stock held by Investor, in addition to any transfer restrictions which may otherwise apply to such shares of Common Stock, Investor shall not transfer or otherwise dispose of the shares of Common Stock received by Investor in such Mandatory

16 ACTIVE 716040848v3 Conversion or Automatic Conversion for a period of 35 calendar days after the receipt of the Common Stock in the Mandatory Conversion or Automatic Conversion. Section 5.07 Certain Adjustments. (a) Stock Dividends and Stock Splits. (i) If the Corporation at any time after the Issuance Date: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of this Series A Preferred Stock) with respect to the then-outstanding shares of Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; or (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then the Conversion Ratio shall be divided by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event (excluding any treasury shares of the Corporation). Any adjustment made pursuant to this Section 5.07(a) shall become effective immediately after the Record Date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. All calculations under this Section 5.07 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (ii) Whenever the Conversion Ratio is adjusted pursuant to any provision of this Section 5.07, the Corporation shall promptly deliver to each Holder a notice setting forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (b) Reorganization Events. In the event of: (i) any reclassification, statutory exchange, merger, consolidation or other similar business combination of the Corporation with or into another Person, in each case, pursuant to which at least a majority of the Common Stock is changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or a majority of the property and assets of the Corporation, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (iii) any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Common Stock into other securities; (each of which is referred to as a “Reorganization Event”); then each share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event will, subject to Section 5.08(d), remain outstanding but shall become convertible into, out

17 ACTIVE 716040848v3 of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) that the Holder of such share of Series A Preferred Stock would have received in such Reorganization Event had each of the shares of Series A Preferred Stock held by such Holder been converted into a number of shares of Common Stock equal to the Conversion Ratio in effect immediately prior the Reorganization Event. If the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person, then for the purpose of this Section 5.07(b), the kind and amount of securities, cash and other property receivable upon conversion following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock. Notwithstanding anything herein to the contrary, in the event of a Reorganization Event that constitutes a Change of Control, the provisions of Section 5.08(d) shall control. Section 5.08 Redemption. (a) Corporation Optional Redemption. At any time from and after the earlier of (i) the Seventh Anniversary Date, if the 10-Day VWAP does not exceed the Conversion Price on the date immediately prior to the date the Corporation delivers a Corporation Optional Redemption Notice to the Holders, and (ii) the occurrence of a Corporation Termination Event, if the 10-Day VWAP does not exceed the Conversion Price on the date immediately prior to the date the Corporation delivers a Corporation Optional Redemption Notice to the Holders, the Corporation shall have the right (the “Corporation Optional Redemption Right” and, such redemption, a “Corporation Optional Redemption”) upon written notice to the Holders (such written notice, the “Corporation Optional Redemption Notice”) to redeem all (and not less than all) of the then- outstanding shares of Series A Preferred Stock, at the Redemption Price in the manner set forth in Section 5.08(c). (b) Holder Optional Redemption. On each of the Seventh Anniversary Date, the Tenth Anniversary Date and the Thirteenth Anniversary Date, the Majority Holders shall have the right (the “Holder Optional Redemption Right” and, such redemption, a “Holder Optional Redemption”), upon no less than six months prior written notice to the Corporation (such written notice, the “Holder Optional Redemption Notice”), to require the Corporation to redeem all (and not less than all) of the then-outstanding shares of Series A Preferred Stock, at the Redemption Price in the manner set forth in Section 5.08(c). (c) Mechanics of Optional Redemption. (i) In the event of a Corporation Optional Redemption, the Corporation shall effect such redemption by paying the entire Redemption Price on or before the date that is 30 days after the delivery of the Corporation Optional Redemption Notice and by redeeming all of the shares of Series A Preferred Stock on such date. In the event of a Holder Optional Redemption, the Redemption Price shall be payable, and the shares of Series A Preferred Stock redeemed by the Corporation, in three equal installments, commencing on the Seventh Anniversary Date, the Tenth Anniversary Date or the Thirteenth Anniversary Date, as applicable, and in each case on the 15th and 30th month anniversary thereafter. The date any portion of the Redemption Price is paid pursuant hereto shall be referred to as a “Redemption Date”. On each Redemption Date for a

18 ACTIVE 716040848v3 Holder Optional Redemption, the Corporation shall redeem, on a pro rata basis in accordance with the number of shares of Series A Preferred Stock owned by each Holder, that number of outstanding shares of Series A Preferred Stock determined by dividing (i) the total number of shares of Series A Preferred Stock outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If, on any Redemption Date, Nevada law governing distributions to stockholders or the terms of any indebtedness of the Corporation to banks and other financial institutions engaged in the business of lending money prevent the Corporation from redeeming all share of Series A Preferred Stock to be redeemed, the Corporation shall ratably redeem the maximum number of shares that it may redeem consistent with such law, and shall redeem the remaining shares as soon as it may lawfully do so under such law. (ii) Upon receipt of a Holder Optional Redemption Notice or delivery of the Corporation Optional Redemption Notice, the Corporation shall send written notice (the “Redemption Notice”) to each holder of record of Series A Preferred Stock not less than 15 days prior to each Redemption Date. Each Redemption Notice shall state: (A) The number of shares of Series A Preferred Stock held by the Holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice; (B) the Redemption Date and the Redemption Price; (C) for shares in certificated form, that the Holder is to surrender to the Corporation, in the manner and at the place designated, such certificate or certificates representing the shares of Series A Preferred Stock to be redeemed; and (D) the procedures that Holders must follow in order for their shares of Series A Preferred Stock to be redeemed. On or before the applicable Redemption Date, the Corporation shall deliver to each Holder, by wire transfer of immediately available funds to an account or accounts specified in writing by such Holder, the Redemption Price for the shares being redeemed on such Redemption Date, subject to such Holder having complied with the procedures for surrender specified in the Redemption Notice. In the event that less than all of the shares of Series A Preferred Stock represented by a certificate are redeemed, a new certificate or book entry representing the unredeemed shares of Series A Preferred Stock shall be promptly issued to such Holder. (iii) If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that any certificates evidencing any of the shares of Series A Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the

19 ACTIVE 716040848v3 Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of any such certificate or certificates therefor. (iv) If any shares of Series A Preferred Stock scheduled for redemption on a Redemption Date are not redeemed for any reason on such Redemption Date, (x) from such Redemption Date until the 15-month anniversary of such Redemption Date, the Dividend Rate with respect to such unredeemed share of Series A Preferred Stock shall automatically increase to 8%, (y) from such 15-month anniversary of such Redemption Date until the 30th-month anniversary of such Redemption Date, the Dividend Rate with respect to such unredeemed share of Series A Preferred Stock shall automatically increase to 10% and (z) from and after such 30th-month anniversary of such Redemption Date, the Dividend Rate with respect to any such unredeemed share of Series A Preferred Stock shall automatically increase to 12%, in each case until such share is duly redeemed. (d) Change of Control Redemption. (i) In the event of a transaction resulting in a Change of Control, the Corporation (or its successor) shall redeem (a “Change of Control Redemption”) all (and not less than all) of the then-issued and outstanding shares of Series A Preferred Stock. Upon such redemption, the Corporation will pay or deliver, as applicable, to each Holder in respect of each share of Series A Preferred Stock held by such Holder, an amount equal to the greater of (A) cash in an amount equal to the Redemption Price and (B) the amount of cash and/or other assets (including securities) such Holder would have received had each share of Series A Preferred Stock held by such Holder as of the Close of Business on the Business Day immediately prior to the effective date of such transaction resulting in a Change of Control, converted into a number of shares of Common Stock equal to the then-applicable Conversion Ratio and participated in such transaction resulting in such Change of Control as a holder of shares of Common Stock (such greater amount, the “Change of Control Redemption Price”). No later than the consummation of any transaction resulting in a Change of Control, the Corporation (or its successor) shall deliver or cause to be delivered to each Holder the Change of Control Redemption Price with respect to such Holder’s shares of Series A Preferred Stock. (ii) On or prior to the 10th Business Day prior to the date on which the Corporation anticipates consummating a transaction which would result in a Change of Control (or, if later, promptly after the Corporation shall have discovered that a transaction resulting in a Change of Control has occurred), the Corporation shall send written notice (a “Change of Control Notice”) to the Holders of record of shares of Series A Preferred Stock, which such Change of Control Notice shall include (A) the date on which the transaction that would result in a Change of Control is anticipated to be effected (or, to the extent applicable, the date on which a Schedule TO or other similar schedule, form or report disclosing the occurrence of a Change of Control was filed), (B) a description of the material terms and conditions of such transaction, (C) a statement that all shares of Series A Preferred Stock shall be redeemed by the Corporation (or its successor) on a date specified in such Change of Control Notice (the “Change of Control Redemption Date”), which such date must be a Business Day of the Corporation’s choosing that is no later than the date of the consummation of the transaction resulting in such Change of Control,

20 ACTIVE 716040848v3 (D) the Change of Control Redemption Price with respect to each share of Series A Preferred Stock, and (E) the procedures that Holders of shares of Series A Preferred Stock must follow in order for their shares of Series A Preferred Stock to be redeemed. The Holder of shares of Series A Preferred Stock subject to any Change of Control Redemption entitled to receive any securities or other assets payable upon such redemption shall be treated for all purposes as the record holder of such securities or assets as of the Close of Business on the Change of Control Redemption Date; provided, however, that such Holder may identify one or more other Persons to receive such securities or assets in connection with any such redemption in a written notice sent to the Corporation no later than three Business Days prior to the Change of Control Redemption Date. (iii) If, in connection with a transaction resulting in a Change of Control, the Corporation or its successor shall not have sufficient funds legally available under the Nevada law governing distributions to stockholders to redeem all outstanding shares of Series A Preferred Stock, then the Corporation shall (A) redeem, pro rata among the Holders, a number of shares of Series A Preferred Stock equal to the number of shares of Series A Preferred Stock that can be redeemed with the maximum amount legally available for the redemption of such shares of Series A Preferred Stock under the Nevada law governing distributions to stockholders, and (B) redeem all remaining shares of Series A Preferred Stock not redeemed because of the foregoing limitations at the applicable Change of Control Redemption Price as soon as practicable after the Corporation (or its successor) is able to make such redemption out of assets legally available for the purchase of such share of Series A Preferred Stock. The inability of the Corporation (or its successor) to make a redemption payment for any reason shall not relieve the Corporation (or its successor) from its obligation to effect any required redemption when, as and if permitted by applicable law. Section 5.09 Miscellaneous. (a) Notwithstanding anything herein to the contrary, if at any time the payment of any PIK Dividend or a conversion of Series A Preferred Stock (a “Subject Action”) would be prohibited until the Corporation has obtained the approval of the shareholders of the Corporation under the NRS, continued listing rules of Nasdaq or otherwise, the Corporation and the Holder shall not effect such Subject Action until such vote has been duly obtained; provided, however, that nothing herein will affect the compounding of any Dividend that the Corporation does not pay in cash (which compounding will apply even if the Corporation is otherwise prohibited from electing to make any PIK Dividend pursuant to this sentence). In such case, until such time as the requisite shareholder approval has been obtained for the Subject Action, the Corporation covenants that it shall use its reasonable best efforts to obtain such approval at any annual or special meeting of the shareholders entitled to vote on such for the purpose of voting on such Subject Action to be called as soon as reasonably practicable. (b) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Conversion Notice or Redemption Notice, shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service, addressed to the Corporation, 2381 NW Executive Center Drive, Boca Raton, Florida 33431, Attn: Chief Financial Officer and Legal Department, email address: [***],

21 ACTIVE 716040848v3 or such other address or email address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service addressed to each Holder at the address or email address of such Holder appearing on the books of the Corporation, or if no such address or email address appears on the books of the Corporation, at the principal place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email, (ii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iii) upon actual receipt by the party to whom such notice is required to be given. (c) Lost or Mutilated Series A Preferred Stock Certificate. If a Holder’s Series A Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series A Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership thereof, reasonably satisfactory to the Corporation and, in each case, customary and reasonable indemnity, if requested. Applicants for a new certificate under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third- party costs as the Corporation may prescribe. (d) Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver by the Corporation or a Holder must be in writing. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the Holders of Series A Preferred Stock granted hereunder may be waived as to all shares of Series A Preferred Stock (and the Holders thereof) upon the written consent of the Majority Holders, unless a higher percentage is required by the NRS, in which case the written consent of the Holders of not less than such higher percentage shall be required. (e) Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest

22 ACTIVE 716040848v3 due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. (f) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. (g) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof. (h) Status of Converted Series A Preferred Stock. If any shares of Series A Preferred Stock shall be converted or reacquired by the Corporation, such shares shall be automatically, and without need for further action by the Board, restored to the status of authorized and unissued shares of Preferred Stock, without designation or classification as to series, until such shares are once more designated or classified as part of a particular series by the Board pursuant to the provisions of the Articles of Incorporation. Section 5.10 Definitions. For purposes of the Series B Preferred Stock, the following terms shall have the following meanings: “10-Day VWAP” per share of Common Stock, measured as of any date of determination, shall mean the arithmetic average of the VWAP per share of Common Stock for each of the ten consecutive Trading Days ending on, and including, the Trading Day immediately preceding such date of determination. “Accrued Dividend Amount” shall have the meaning set forth in Section 5.12(c). “Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 144 under the Securities Act; provided, however, the Corporation and its Subsidiaries shall not be deemed to be Affiliates of any Holder or any of its Affiliates. “Articles of Incorporation” shall mean the Articles of Incorporation of the Corporation (as amended from time to time). “Automatic Conversion” shall have the meaning set forth in Section 5.15(b)(i). “Automatic Conversion Date” shall mean the date an Automatic Conversion Event occurs. “Automatic Conversion Event” shall have the meaning set forth in Section 5.15(b)(iii). “Automatic Conversion Notice” shall have the meaning set forth in Section 5.15(b)(ii). “Board” shall mean the Board of Directors of the Corporation.

23 ACTIVE 716040848v3 “Business Day” shall mean any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. “Cash and PIK Dividend” shall have the meaning set forth in Section 5.12(d). “Cash and PIK Dividend Aggregate Cash Amount” shall mean, with respect to any Cash and PIK Dividend authorized and declared by the Board (or any duly authorized committee thereof), the aggregate amount of cash authorized and declared to be paid to the Holders in respect of all issued and outstanding shares of Series B Preferred Stock as of the Record Date for such Cash and PIK Dividend. “Cash and PIK Dividend Cash Settlement Amount” shall mean, with respect to each share of Series B Preferred Stock, an amount equal to the quotient of (A) the Cash and PIK Dividend Aggregate Cash Amount, divided by (B) the aggregate number of shares of Series B Preferred Stock issued and outstanding as of the Record Date for the applicable Cash and PIK Dividend. “Certificate” shall mean the Certificate of Designation for the “Series B Convertible Preferred Stock”. “Change of Control” shall mean: (i) a sale or transfer, directly or indirectly, of all or substantially all of the assets of the Corporation in any transaction or series of related transactions (other than sales in the ordinary course of business); (ii) any merger, consolidation or reorganization of the Corporation with or into any other entity or entities as a result of which the holders of the Corporation’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization no longer represent at least a majority of the voting power of the surviving or resulting corporation or other entity; or (iii) any sale or series of sales, directly or indirectly, beneficially or of record, of shares of the Corporation’s capital stock by the holders thereof which results in any Person or group of Affiliated Persons owning capital stock holding more than 50% of the voting power of the Corporation. “Change of Control Notice” shall have the meaning set forth in Section 5.17(d)(ii). “Change of Control Redemption” shall have the meaning set forth in Section 5.17(d)(i). “Change of Control Redemption Date” shall have the meaning set forth in Section 5.17(d)(ii). “Change of Control Redemption Price” shall have the meaning set forth in Section 5.17(d)(i). “Close of Business” shall mean 5:00 p.m., New York City time, on any Business Day. “Common Stock” shall mean the Corporation’s common stock, par value $0.001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed into.

24 ACTIVE 716040848v3 “Conversion Date” shall mean any Automatic Conversion Date or Mandatory Conversion Date, as applicable. “Conversion Notice” shall mean any Automatic Conversion Notice or Mandatory Conversion Notice, as applicable. “Conversion Ratio” for each share of Series B Preferred Stock with respect to any conversion pursuant to Section 5.15, shall mean the quotient of (a) the sum of (x) the Stated Value of such share of Series B Preferred Stock as of the applicable Conversion Date, plus (y) without duplication of all accrued and unpaid Dividends previously added to the Stated Value of such share of Series B Preferred Stock, all accrued and unpaid Dividends per share of Series B Preferred Stock through the applicable Conversion Date; divided by (b) the Conversion Price as of the Conversion Date. “Conversion Price” shall mean $51.75, as adjusted in accordance with the terms and conditions of Section 5.16. “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities, in each case directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options. “Corporation” shall mean Celsius Holdings, Inc., a corporation organized and existing under the laws of the State of Nevada. “Corporation Optional Redemption” shall have the meaning set forth in Section 5.17(a). “Corporation Optional Redemption Notice” shall have the meaning set forth in Section 5.17(a). “Corporation Optional Redemption Right” shall have the meaning set forth in Section 5.17(a). “Corporation Termination Event” shall mean the date upon which the Distribution Agreement is terminated as a result of a valid termination by the Corporation in accordance with the terms of the Distribution Agreement. “Distribution Agreement” shall mean that certain amended and restated Distribution Agreement, effective as of August 28, 2025, by and between the Corporation and the Investor, as the same may be amended, supplemented or otherwise modified from time to time. “Dividend” shall have the meaning set forth in Section 5.12(a). “Dividend Payment Date” shall have the meaning set forth in Section 5.12(b). “Dividend Rate” means, for a Regular Dividend Period for a share of Series B Preferred Stock, 5.00% per annum of the Stated Value of such share as of the Record Date for such dividend, as may be adjusted pursuant to Section 5.17(c)(iv).

25 ACTIVE 716040848v3 “Exchange Property” shall have the meaning set forth in Section 5.16(b). “Holder” shall mean any holder of Series B Preferred Stock. “Holder Optional Redemption” shall have the meaning set forth in Section 5.17(b). “Holder Optional Redemption Notice” shall have the meaning set forth in Section 5.17(b). “Holder Optional Redemption Right” shall have the meaning set forth in Section 5.17(b). “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976. “Investor” shall mean the initial purchaser of the Series B Preferred Stock. “Investor Termination Event” shall mean the date upon which the Distribution Agreement is terminated as a result of a valid termination by Investor in accordance with the terms of the Distribution Agreement. “Issuance Date” shall mean August 28, 2025. “Junior Stock” shall have the meaning set forth in Section 5.14(a). “Liquidation Event” shall have the meaning set forth in Section 5.14(b). “Liquidation Preference” shall have the meaning set forth in Section 5.14(b). “Majority Holders” shall have the meaning set forth in Section 5.13(b). “Mandatory Conversion” shall have the meaning set forth in Section 5.15(a)(i). “Mandatory Conversion Date” shall have the meaning set forth in Section 5.15(a)(ii). “Mandatory Conversion Notice” shall have the meaning set forth in Section 5.15(a)(ii). “NRS” shall mean the Nevada Revised Statutes. “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities. “Parity Stock” shall have the meaning set forth in Section 5.14(a). “Participating Dividend” shall have the meaning set forth in Section 5.12(a). “Participating Dividend Payment Date” shall have the meaning set forth in Section 5.12(b).

26 ACTIVE 716040848v3 “Person” shall mean any individual, partnership, corporation, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. “PIK Dividend” shall have the meaning set forth in Section 5.12(c). “Preferred Stock” shall mean the Corporation’s Preferred Stock, par value $0.001 per share. “Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of shares of Common Stock or shares of Series B Preferred Stock, as applicable, have the right to receive any cash, securities or other property or in which the shares of Common Stock or shares of Series B Preferred Stock (or other applicable security), as applicable, is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board or a committee thereof, or by statute, contract, this Certificate of Designation or otherwise). “Redemption Date” shall have the meaning set forth in Section 5.17(c)(i). “Redemption Notice” shall have the meaning set forth in Section 5.17(c)(ii). “Redemption Price” shall mean a price per share of Series B Preferred Stock equal to the sum of (i) the Stated Value of such share of Series B Preferred Stock as of the applicable Redemption Date, plus (ii) without duplication of all accrued and unpaid Dividends previously added to the Stated Value of such share of Series B Preferred Stock, all accrued and unpaid Dividends per share of Series B Preferred Stock through such Redemption Date. “Regular Dividend” shall have the meaning set forth in Section 5.12(a). “Regular Dividend Payment Date” shall have the meaning set forth in Section 5.12(b). “Regular Dividend Period” shall have the meaning set forth in Section 5.12(b). “Required Approval” shall have the meaning set forth in Section 5.15(c)(iv). “Redemption Notice” shall have the meaning set forth in Section 5.17(c)(ii). “Related Person” shall have the meaning given to such term in Item 404(a) of Regulation S-K as promulgated under the Securities Act (“Item 404”). “Related Person Transaction” means any transaction for which disclosure is required under the terms of Item 404 involving the Corporation and any Related Person. “Reorganization Event” shall have the meaning set forth in Section 5.16(b)(iii). “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

27 ACTIVE 716040848v3 “Securities Purchase Agreement” shall mean that certain Securities Purchase Agreement, effective as of August 28, 2025, by and between the Corporation and Investor. “Senior Stock” shall have the meaning set forth in Section 5.14(a). “Series A Preferred Stock” means the shares of Series A Convertible Preferred Stock, par value $0.001 per share, of the Corporation, having the rights, preferences, privileges, and restrictions set forth in the Certificate of Designation of Series A Convertible Preferred Stock (as may be amended from time to time). “Series B Preferred Stock” shall have the meaning set forth in Section 5.11(a). “Series B Preferred Stock Register” shall have the meaning set forth in Section 5.11(b). “Seventh Anniversary Date” shall mean August 28, 2032. “Share Delivery Date” shall have the meaning set forth in Section 5.15(c)(i). “Sixth Anniversary Date” shall mean August 28, 2031. “Stated Value” shall mean $1,500.00 per share of Series B Preferred Stock, as shall be increased from time to time for any PIK Dividends. “Subject Action” shall have the meaning set forth in Section 5.18(a). “Subsidiary” shall mean, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the total voting power of the equity entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (b) any partnership or limited liability company where (i) more than 50% of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company. “Tenth Anniversary Date” shall mean August 28, 2035. “Thirteenth Anniversary Date” shall mean August 28, 2038. “Trading Day” shall mean a day on which the Common Stock is traded for any period on the principal securities exchange or if the Common Stock is not traded on a principal securities exchange, on a day that the Common Stock is traded on another securities market on which the Common Stock is then being traded.

28 ACTIVE 716040848v3 “Triggering Condition” shall have the meaning set forth in the Distribution Agreement. “VWAP” per share of Common Stock on any Trading Day means the per share volume- weighted average price as displayed under the heading VWAP with Bloomberg Definition calculation method (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Corporation) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on such Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm selected by the Corporation in good faith). Section 5.11 Designation, Amount and Par Value; Assignment. (a) The series of the Corporation’s preferred stock designated by this Certificate of Designation shall be designated as Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and the number of shares so designated shall be Three Hundred Ninety Thousand (390,000). Each share of Series B Preferred Stock shall have a par value of $0.001 per share. The Series B Preferred Stock may be issued in certificated form or in uncertificated book-entry form at the election of the Holder. To the extent that any shares of Series B Preferred Stock are issued in uncertificated book-entry form, references herein to “certificates” shall instead refer to the book- entry notation relating to such shares. (b) The Corporation shall register shares of the Series B Preferred Stock, upon records to be maintained by the Corporation for that purpose (the “Series B Preferred Stock Register”), in the name of the Holders thereof from time to time. The Corporation may deem and treat the registered Holder of shares of Series B Preferred Stock as the absolute owner thereof for the purpose of any conversion thereof and for all other purposes. The Corporation shall register the transfer of any shares of Series B Preferred Stock in the Series B Preferred Stock Register, upon surrender of the certificates, if any, evidencing such shares to be transferred, duly endorsed by the Holder thereof, to the Corporation at its address specified herein. Upon any such registration or transfer of certificated shares of Series B Preferred Stock, a new certificate evidencing the shares of Series B Preferred Stock so transferred shall be issued to the transferee and a new certificate evidencing the remaining portion of the shares not so transferred, if any, shall be issued to the transferring Holder, in each case, within three Business Days. The provisions of this Certificate of Designation are intended to be for the benefit of all Holders from time to time and shall be enforceable by any such Holder. Section 5.12 Dividends. (a) Each share of Series B Preferred Stock shall be entitled to receive, in the manner set forth in this Section 5.12, (i) cumulative dividends in an amount equal to the Dividend Rate (each such dividend on the Series B Preferred Stock, a “Regular Dividend” and, collectively, the “Regular Dividends”), and (ii) on an as-converted basis, current payments of any dividend or other distribution (other than a distribution upon a Liquidation Event), whether paid in cash, in- kind or in other property (including, for the avoidance of doubt, any securities other than any dividends on shares of Common Stock payable in shares of Common Stock), authorized and declared by the Board on the issued and outstanding shares of Common Stock in an amount

29 ACTIVE 716040848v3 determined by assuming that a number of shares of Common Stock equal to the Conversion Ratio in effect on the applicable Record Date for such dividend or distribution (other than a distribution upon a Liquidation Event) were issued to, and held by, the Holder of such share of Series B Preferred Stock on such Record Date (each such dividend on the Series B Preferred Stock pursuant to this clause (a), a “Participating Dividend” and, collectively, the “Participating Dividends” and, together with the Regular Dividends, the “Dividends”). (b) Regular Dividends shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (unless any such day is not a Business Day, in which event such Regular Dividends shall be payable on the next succeeding Business Day, without accrual of interest thereon to the actual payment date), commencing on September 30, 2025 (each such payment date, a “Regular Dividend Payment Date,” and the period from, and including, the Issuance Date to, and including, the first Regular Dividend Payment Date and each such quarterly period thereafter from, but excluding, the immediately preceding Regular Dividend Payment Date to, and including, the next occurring Regular Dividend Payment Date, a “Regular Dividend Period”). The amount of Regular Dividends payable in respect of each share of Series B Preferred Stock for any period shall be computed on the basis of a 365-day year and actual days elapsed (i.e., the daily accrual rate shall be determined by dividing the Dividend Rate by 365). Regular Dividends shall be cumulative and shall begin to accrue on a daily basis from the Issuance Date whether or not declared and whether or not the Corporation has assets legally available to make payment thereof, at a rate equal to the applicable Dividend Rate, regardless of whether or not in any Regular Dividend Period there are funds of the Corporation legally available for the payment of such Regular Dividend. The Corporation may, in its sole discretion and notwithstanding anything to the contrary in this Certificate of Designation, settle such Regular Dividend in cash out of funds legally available therefor, in-kind pursuant to the terms and conditions of Section 5.12(c), or a combination of cash and in-kind settlement pursuant to the terms and conditions of Section 5.12(d), and the Corporation shall set aside sufficient funds for the portion of any Regular Dividend to be paid in whole or in part in cash before the Board or any other authorized Person may declare, set apart funds for or pay any dividend on the Junior Stock. Participating Dividends shall be payable as and when paid to the holders of shares of Common Stock (each such date, a “Participating Dividend Payment Date” and, together with a Regular Dividend Payment Date, a “Dividend Payment Date”). (c) With respect to each share of Series B Preferred Stock, any Regular Dividend or portion thereof in respect of such share of Series B Preferred Stock that has accrued during any applicable Regular Dividend Period but is not paid (in whole or in part) in cash on the applicable Regular Dividend Payment Date (the amount of any accrued and unpaid Regular Dividend with respect to any share of Series B Preferred Stock for any Regular Dividend Period, regardless of whether such Regular Dividend is paid in cash or kind, the “Accrued Dividend Amount” with respect to such share of Series B Preferred Stock for such Regular Dividend Period) shall, regardless of whether or not such Regular Dividend is authorized and declared by the Board, or whether the Corporation has assets legally available to make payment thereof, be added to the Stated Value of such share of Series B Preferred Stock immediately following the Close of Business on such Regular Dividend Payment Date. Any such addition of the Accrued Dividend Amount in respect of a share of Series B Preferred Stock to the Stated Value of such share of Series B Preferred Stock pursuant to this Section 5.12(c) is referred to herein as a “PIK Dividend.” The Accrued Dividend Amount in respect of any Regular Dividend Period that is not paid (in whole or

30 ACTIVE 716040848v3 in part) in cash shall, without duplication of any prior PIK Dividends (if any) only be added to the Stated Value of such share of Series B Preferred Stock once. Regular Dividends with respect to each share of Series B Preferred Stock shall continue, from and after the date of each PIK Dividend, if any, to accrue in an amount per annum equal to the Dividend Rate (as such amount per annum may be adjusted pursuant to the terms and conditions hereof) of the Stated Value of such share of Series B Preferred Stock as of the relevant Record Date. (d) In the event that the Board has elected to effect the settlement of a Regular Dividend payment in part by payment of cash to each Holder of shares of Series B Preferred Stock and in part pursuant to a PIK Dividend (any such Regular Dividend, a “Cash and PIK Dividend”), the Corporation shall, on the applicable Regular Dividend Payment Date and in respect of each share of Series B Preferred Stock, (i) pay to the Holder thereof an amount of cash equal to the Cash and PIK Dividend Cash Settlement Amount in respect of such share of Series B Preferred Stock, and (ii) add to the Stated Value of such share of Series B Preferred Stock an amount equal to (A) the Accrued Dividend Amount with respect to such share of Series B Preferred Stock for the Regular Dividend Period ending on, and including, such Regular Dividend Payment Date, minus (B) the Cash and PIK Dividend Cash Settlement Amount in respect of such share of Series B Preferred Stock. If the Board declares a Cash and PIK Dividend, and any portion of the cash payment of such Cash and PIK Dividend per share of Series B Preferred Stock is not paid pursuant to the terms of this Section 5.12, then such portion shall be added to the Stated Value of such share of Series B Preferred Stock in accordance with the terms of this Section 5.12(d). (e) In the event that the Board has authorized and declared the payment of a Participating Dividend, such Participating Dividend shall be paid in a manner consistent with the payments of dividends on the shares of Common Stock. The Corporation will not declare any dividend or distribution (other than a distribution upon a Liquidation Event) on the Common Stock unless, concurrently therewith, the Corporation declares a corresponding Participating Dividend in accordance with Section 5.12(a). (f) Except as otherwise provided herein, if at any time the Corporation pays, in cash, less than the total amount of Dividends then accrued, but unpaid, with respect to the shares of Series B Preferred Stock, such cash payment shall be distributed pro rata among the Holders thereof based upon the Stated Value of all shares of Series B Preferred Stock held by each such Holder as of the Record Date for such payment. When Dividends are not paid in full upon the Series B Preferred Stock, all dividends on Series B Preferred Stock and any other class or series of Parity Stock shall be paid pro rata so that the amount of dividends on the shares of Series B Preferred Stock and each such other class or series of Parity Stock shall in all cases bear to each other the same ratio as accrued, but unpaid, Dividends (for the full amount of dividends that would be payable for the most recently completed Regular Dividend Period if dividends were declared in full on non-cumulative Parity Stock) on the Series B Preferred Stock and such other class or series of Parity Stock bear to each other. (g) Within one Business Day of the Record Date for any Regular Dividend, the Corporation will send written notice to each Holder of shares of Series B Preferred Stock stating (i) whether such Regular Dividend will be paid in cash or in kind pursuant to Section 5.12(c), or pursuant to a Cash and PIK Dividend pursuant to Section 5.12(d), and (ii) if such Regular Dividend will be paid, at least in part, in kind pursuant to Section 5.12(c) or pursuant to a Cash and PIK

31 ACTIVE 716040848v3 Dividend pursuant to Section 5.12(d), the Stated Value of each share of Series B Preferred Stock immediately before and immediately after the applicable increase. Section 5.13 Voting Rights. (a) Except as otherwise provided herein or as otherwise required by the NRS, the Series B Preferred Stock shall have no voting rights. (b) As long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Preferred Stock (“Majority Holders”): (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Articles of Incorporation or the bylaws of the Corporation, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series B Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to or other alteration of the Articles of Incorporation (including, without limitation, by way of filing a certificate of amendment or certificate of correction or by way of filing a certificate of designation with respect to any class or series of the Corporation’s capital stock, or any amendment or correction to such certificate of designation) or by merger, consolidation or otherwise; (ii) increase or decrease (other than by conversion) the number of authorized shares of Series B Preferred Stock; (iii) authorize, create, issue or reclassify securities (or securities that are convertible into or exercisable for such securities) that would be Parity Stock or Senior Stock; or (iv) enter into any agreement with respect to any of the foregoing. (c) As long as any share of Series B Preferred Stock remains issued and outstanding, any action required or permitted to be taken by the Holders of shares of Series B Preferred Stock may be effected without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Majority Holders and shall be delivered to the Corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of holders of any other class or series of capital stock of the Corporation are recorded. (d) During such time or times as any Holder of Series B Preferred Stock is entitled to nominate for election a director (or directors) and at least one such seat is filled (each, a “Preferred Director”), the Corporation shall not, without approval of the Board (which such approval must include the affirmative approval of each such Preferred Director), enter into any Related Person

32 ACTIVE 716040848v3 Transaction other than on an arms’ length basis (as determined in the reasonable discretion of the Board). Section 5.14 Rank; Liquidation. (a) The Series B Preferred Stock shall, with respect to dividend rights and rights upon a Liquidation Event, rank: (i) senior to all of the Common Stock; (ii) senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series B Preferred Stock (any such junior class, together with the Common Stock, “Junior Stock”); (iii) on parity with the Series A Preferred Stock and any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms on parity with the Series B Preferred Stock (collectively, the “Parity Stock”); and (iv) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms senior to any Series B Preferred Stock (“Senior Stock”). (b) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (but excluding any Change of Control) (each, a “Liquidation Event”), after satisfaction of all liabilities and obligations to creditors of the Corporation, subject to the rights of any class or series of Senior Stock and before any distribution or payment shall be made to any holder of any Junior Stock, and subject to Section 5.14(d), each Holder shall be entitled to receive, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) legally available therefor, an amount per share of Series B Preferred Stock equal to the greater of (i) the sum of (1) the Stated Value of such share of Series B Preferred Stock as of the applicable as of the date of the liquidating payment, plus (2) without duplication of all accrued and unpaid Dividends previously added to the Stated Value of such share of Series B Preferred Stock, all accrued and unpaid Dividends per share of Series B Preferred Stock through the date of the liquidating payment; and (ii) the amount that such Holder would have received had each share of Series B Preferred Stock held by such Holder, as of the commencement of such Liquidation Event, converted into a number of shares of Common Stock equal to the then-applicable Conversion Ratio (such greater amount, the “Liquidation Preference”). (c) No Holder shall (i) be entitled to any payment in respect of its shares of Series B Preferred Stock in the event of any Liquidation Event other than payment of the Liquidation Preference expressly provided for in Section 5.14(b), or (ii) have any further right or claim to any of the Corporation’s remaining assets, including any right or claim to participate in the receipt of any payment on Junior Stock in connection therewith (except as provided in Section 5.14(b)(ii)). (d) If, in connection with any liquidating distribution pursuant to Section 5.14(b), the assets of the Corporation or proceeds thereof are not sufficient to pay in full the applicable Liquidation Preference payable on the shares of Series B Preferred Stock and the corresponding liquidating distributions payable on the shares of Parity Stock, if any, then such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective aggregate liquidating

33 ACTIVE 716040848v3 distributions that would be payable on all such shares if all amounts payable thereon were paid in full. Section 5.15 Conversion. (a) Conversion at the Option of the Corporation. (i) At any time from and after the Seventh Anniversary Date, provided the 10- Day VWAP immediately prior to the date the Corporation delivers a Mandatory Conversion Notice to the Holders exceeds the Conversion Price, the Corporation may elect to convert (a “Mandatory Conversion”) all, but not less than all, of the outstanding shares of Series B Preferred Stock into shares of Common Stock. In the case of a Mandatory Conversion, each share of Series B Preferred Stock then outstanding shall be converted into the number of shares of Common Stock equal to the Conversion Ratio of such share in effect as of the Mandatory Conversion Date. (ii) If the Corporation elects to effect a Mandatory Conversion, the Corporation shall provide notice thereof to each Holder (such notice, a “Mandatory Conversion Notice”) and the Holder Optional Redemption Right with respect to such shares shall terminate. The Mandatory Conversion Notice shall state: (A) the date selected by the Corporation for the Mandatory Conversion to become effective, which shall be at least 5 Business Days and not more than 15 Business Days after the date on which the Corporation provides the Mandatory Conversion Notice to each such Holder (the “Mandatory Conversion Date”); (B) the applicable Conversion Price and Conversion Ratio as in effect on the date of the Mandatory Conversion Notice; and (C) the number of shares of Common Stock to be issued (and the amount of cash to be paid in lieu of any fractional share) to such Holder upon conversion of the shares of Series B Preferred Stock held by such Holder, calculated in accordance with the Conversion Price and Conversion Ratio referred to in the immediately preceding clause (B). (b) Automatic Conversion. (i) Each share of Series B Preferred Stock shall automatically convert (an “Automatic Conversion”) into shares of Common Stock upon the occurrence of an Automatic Conversion Event and the Holder Optional Redemption Right shall terminate. In the case of an Automatic Conversion, each share of Series B Preferred Stock then outstanding shall be converted into the number of shares of Common Stock equal to the Conversion Ratio of such share in effect as of the Automatic Conversion Date. (ii) If an Automatic Conversion Event occurs, the Corporation shall promptly, and in any event within 10 Business Days of such Automatic Conversion Event, provide notice of such Automatic Conversion to each Holder (such notice, a “Automatic Conversion Notice”). The Automatic Conversion Notice shall state: (A) the Automatic Conversion Date; (B) a description in reasonable detail of the Automatic Conversion Event, with such supporting information as the Holder may reasonably request; (C) the applicable Conversion Price and Conversion Ratio as in effect on the Automatic Conversion Date; and (D) the number of shares of Common Stock to be issued (and the amount of cash to be

34 ACTIVE 716040848v3 paid in lieu of any fractional share) to such Holder upon conversion of the shares of Series B Preferred Stock held by such Holder, calculated in accordance with the Conversion Price and Conversion Ratio referred to in the immediately preceding clause (C). (iii) Each of the following shall be an “Automatic Conversion Event” with respect to any share of Series B Preferred Stock: (A) Any date from and after the Sixth Anniversary Date on which (x) the Triggering Condition is satisfied in accordance with the Distribution Agreement and (y) the 10-Day VWAP immediately prior to such date exceeds the Conversion Price of such share as of such date; and (B) Any date from and after the occurrence of a Corporation Termination Event, if the 10-Day VWAP immediately preceding such date exceeds the Conversion Price of such share as of such date. (C) Any date from and after the occurrence of an Investor Termination Event, if the 10-Day VWAP immediately preceding such date exceeds the Conversion Price of such share as of such date. (c) Mechanics of Conversion (i) Record Holder; Delivery. The Holder entitled to receive shares of Common Stock issuable upon conversion of Series B Preferred Stock shall be treated for all purposes as the record holder(s) of such Common Stock as of the Close of Business on the Conversion Date for such conversion. As promptly as practicable on or after the Conversion Date (and in no event later than three Trading Days thereafter) (the “Share Delivery Date”), the Corporation shall issue the number of whole shares of Common Stock issuable upon conversion (and deliver payment of cash in lieu of fractional shares in accordance with Section 5.15(c)(iii)). Such shares of Common Stock shall be issued, at the option of the applicable Holder, in certificated or uncertificated form. Any such certificate or certificates, if applicable, shall be delivered by the Corporation to the appropriate Holder(s) by mailing certificates evidencing the shares to such Holder(s) at their respective addresses as set forth in the applicable conversion notice. Any such uncertificated shares of Common Stock, if applicable, shall be registered in the name and delivered to the Depository Trust Company or other applicable account directed by the applicable Holder. If fewer than all of the certificated shares of Series B Preferred Stock held by any Holder are converted pursuant to this Section 5.15, then a new certificate representing the unconverted certificated shares of Series B Preferred Stock shall be issued to such Holder representing such unconverted certificated shares. In all cases, the Holder shall retain all of its rights and remedies for the Corporation’s failure to convert Series B Preferred Stock. (ii) Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series B Preferred Stock, free from preemptive rights or any other actual contingent

35 ACTIVE 716040848v3 purchase rights of Persons other than the Holders of the Series B Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments of Section 5.16) upon the conversion of all outstanding shares of Series B Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. (iii) Fractional Shares. Notwithstanding anything herein to the contrary, the Corporation shall not issue any fractional share of Common Stock upon conversion, as applicable, of any share of Series B Preferred Stock. In lieu of fractional shares otherwise issuable, Holders of shares of Series B Preferred Stock will be entitled to receive an amount in cash equal to the product of (i) such fraction of a share of Common Stock, multiplied by (ii) the 10-Day VWAP, measured as of the applicable Conversion Date. The Corporation shall pay such cash to the applicable Holder on the applicable Share Delivery Date. (iv) Regulatory Approvals. Notwithstanding anything herein to the contrary, if any Mandatory Conversion or Automatic Conversion would require any consent, waiver, authorization or order of, or any notice provided to or filing or registration made with, any Governmental Entity (as defined in the Purchase Agreement) or the shareholders of the Corporation (a “Required Approval”), including pursuant to the HSR Act, the Corporation and the Majority Holders shall use reasonable best efforts to obtain such Required Approval as promptly as practical, and such Automatic Conversion or Mandatory Conversion shall not be effected until such Required Approval is obtained. If the Corporation and the Majority Holders determine in good faith that such Required Approval is not reasonably likely to be obtained, the Corporation shall take all action necessary to effect such conversion into Common Stock that is non-voting (but otherwise having identical rights as the existing Common Stock). For avoidance of doubt, the Holders shall retain all rights in respect of their Series B Preferred Stock (including with respect to Dividends) until such Required Approval is obtained. (d) Transfer Restriction. With respect to any Mandatory Conversion or Automatic Conversion of Series B Preferred Stock held by Investor, in addition to any transfer restrictions which may otherwise apply to such shares of Common Stock, Investor shall not transfer or otherwise dispose of the shares of Common Stock received by Investor in such Mandatory Conversion or Automatic Conversion for a period of 35 calendar days after the receipt of the Common Stock in the Mandatory Conversion or Automatic Conversion. Section 5.16 Certain Adjustments. (a) Stock Dividends and Stock Splits. (i) If the Corporation at any time after the Issuance Date: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of this Series B Preferred Stock) with respect to the then-outstanding shares of Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; or (iii) combines (including by way of a reverse stock

36 ACTIVE 716040848v3 split) outstanding shares of Common Stock into a smaller number of shares, then the Conversion Ratio shall be divided by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event (excluding any treasury shares of the Corporation). Any adjustment made pursuant to this Section 5.16(a) shall become effective immediately after the Record Date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. All calculations under this Section 5.16 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (ii) Whenever the Conversion Ratio is adjusted pursuant to any provision of this Section 5.16, the Corporation shall promptly deliver to each Holder a notice setting forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (b) Reorganization Events. In the event of: (i) any reclassification, statutory exchange, merger, consolidation or other similar business combination of the Corporation with or into another Person, in each case, pursuant to which at least a majority of the Common Stock is changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or a majority of the property and assets of the Corporation, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (iii) any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Common Stock into other securities; (each of which is referred to as a “Reorganization Event”); then each share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event will, subject to Section 5.17(d), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) that the Holder of such share of Series B Preferred Stock would have received in such Reorganization Event had each of the shares of Series B Preferred Stock held by such Holder been converted into a number of shares of Common Stock equal to the Conversion Ratio in effect immediately prior the Reorganization Event. If the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person, then for the purpose of this Section 5.16(b), the kind and amount of securities, cash and other property receivable upon conversion following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock. Notwithstanding anything herein to the contrary, in the event of a Reorganization Event that constitutes a Change of Control, the provisions of Section 5.17(d) shall control.

37 ACTIVE 716040848v3 Section 5.17 Redemption. (a) Corporation Optional Redemption. At any time from and after the earlier of (i) the Seventh Anniversary Date, if the 10-Day VWAP does not exceed the Conversion Price on the date immediately prior to the date the Corporation delivers a Corporation Optional Redemption Notice to the Holders, and (ii) the occurrence of a Corporation Termination Event, if the 10-Day VWAP does not exceed the Conversion Price on the date immediately prior to the date the Corporation delivers a Corporation Optional Redemption Notice to the Holders, the Corporation shall have the right (the “Corporation Optional Redemption Right” and, such redemption, a “Corporation Optional Redemption”) upon written notice to the Holders (such written notice, the “Corporation Optional Redemption Notice”) to redeem all (and not less than all) of the then- outstanding shares of Series B Preferred Stock, at the Redemption Price in the manner set forth in Section 5.17(c). (b) Holder Optional Redemption. On each of the Seventh Anniversary Date, the Tenth Anniversary Date and the Thirteenth Anniversary Date, the Majority Holders shall have the right (the “Holder Optional Redemption Right” and, such redemption, a “Holder Optional Redemption”), upon no less than six months prior written notice to the Corporation (such written notice, the “Holder Optional Redemption Notice”), to require the Corporation to redeem all (and not less than all) of the then-outstanding shares of Series B Preferred Stock, at the Redemption Price in the manner set forth in Section 5.17(c). (c) Mechanics of Optional Redemption. (i) In the event of a Corporation Optional Redemption, the Corporation shall effect such redemption by paying the entire Redemption Price on or before the date that is 30 days after the delivery of the Corporation Optional Redemption Notice and by redeeming all of the shares of Series B Preferred Stock on such date. In the event of a Holder Optional Redemption, the Redemption Price shall be payable, and the shares of Series B Preferred Stock redeemed by the Corporation, in three equal installments, commencing on the Seventh Anniversary Date, the Tenth Anniversary Date or the Thirteenth Anniversary Date, as applicable, and in each case on the 15th and 30th month anniversary thereafter. The date any portion of the Redemption Price is paid pursuant hereto shall be referred to as a “Redemption Date”. On each Redemption Date for a Holder Optional Redemption, the Corporation shall redeem, on a pro rata basis in accordance with the number of shares of Series B Preferred Stock owned by each Holder, that number of outstanding shares of Series B Preferred Stock determined by dividing (i) the total number of shares of Series B Preferred Stock outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If, on any Redemption Date, Nevada law governing distributions to stockholders or the terms of any indebtedness of the Corporation to banks and other financial institutions engaged in the business of lending money prevent the Corporation from redeeming all share of Series B Preferred Stock to be redeemed, the Corporation shall ratably redeem the maximum number of shares that it may redeem consistent with such law, and shall redeem the remaining shares as soon as it may lawfully do so under such law.

38 ACTIVE 716040848v3 (ii) Upon receipt of a Holder Optional Redemption Notice or delivery of the Corporation Optional Redemption Notice, the Corporation shall send written notice (the “Redemption Notice”) to each holder of record of Series B Preferred Stock not less than 15 days prior to each Redemption Date. Each Redemption Notice shall state: (A) The number of shares of Series B Preferred Stock held by the Holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice; (B) the Redemption Date and the Redemption Price; (C) for shares in certificated form, that the Holder is to surrender to the Corporation, in the manner and at the place designated, such certificate or certificates representing the shares of Series B Preferred Stock to be redeemed; and (D) the procedures that Holders must follow in order for their shares of Series B Preferred Stock to be redeemed. On or before the applicable Redemption Date, the Corporation shall deliver to each Holder, by wire transfer of immediately available funds to an account or accounts specified in writing by such Holder, the Redemption Price for the shares being redeemed on such Redemption Date, subject to such Holder having complied with the procedures for surrender specified in the Redemption Notice. In the event that less than all of the shares of Series B Preferred Stock represented by a certificate are redeemed, a new certificate or book entry representing the unredeemed shares of Series B Preferred Stock shall be promptly issued to such Holder. (iii) If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the shares of Series B Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that any certificates evidencing any of the shares of Series B Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series B Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of any such certificate or certificates therefor. (iv) If any shares of Series B Preferred Stock scheduled for redemption on a Redemption Date are not redeemed for any reason on such Redemption Date, (x) from such Redemption Date until the 15-month anniversary of such Redemption Date, the Dividend Rate with respect to such unredeemed share of Series B Preferred Stock shall automatically increase to 8%, (y) from such 15-month anniversary of such Redemption Date until the 30th-month anniversary of such Redemption Date, the Dividend Rate with respect to such unredeemed share of Series B Preferred Stock shall automatically increase to 10% and (z) from and after such 30th-month anniversary of such Redemption Date, the Dividend Rate with respect to any such unredeemed share of Series B Preferred Stock shall automatically increase to 12%, in each case until such share is duly redeemed.

39 ACTIVE 716040848v3 (d) Change of Control Redemption. (i) In the event of a transaction resulting in a Change of Control, the Corporation (or its successor) shall redeem (a “Change of Control Redemption”) all (and not less than all) of the then-issued and outstanding shares of Series B Preferred Stock. Upon such redemption, the Corporation will pay or deliver, as applicable, to each Holder in respect of each share of Series B Preferred Stock held by such Holder, an amount equal to the greater of (A) cash in an amount equal to the Redemption Price and (B) the amount of cash and/or other assets (including securities) such Holder would have received had each share of Series B Preferred Stock held by such Holder as of the Close of Business on the Business Day immediately prior to the effective date of such transaction resulting in a Change of Control, converted into a number of shares of Common Stock equal to the then-applicable Conversion Ratio and participated in such transaction resulting in such Change of Control as a holder of shares of Common Stock (such greater amount, the “Change of Control Redemption Price”). No later than the consummation of any transaction resulting in a Change of Control, the Corporation (or its successor) shall deliver or cause to be delivered to each Holder the Change of Control Redemption Price with respect to such Holder’s shares of Series B Preferred Stock. (ii) On or prior to the 10th Business Day prior to the date on which the Corporation anticipates consummating a transaction which would result in a Change of Control (or, if later, promptly after the Corporation shall have discovered that a transaction resulting in a Change of Control has occurred), the Corporation shall send written notice (a “Change of Control Notice”) to the Holders of record of shares of Series B Preferred Stock, which such Change of Control Notice shall include (A) the date on which the transaction that would result in a Change of Control is anticipated to be effected (or, to the extent applicable, the date on which a Schedule TO or other similar schedule, form or report disclosing the occurrence of a Change of Control was filed), (B) a description of the material terms and conditions of such transaction, (C) a statement that all shares of Series B Preferred Stock shall be redeemed by the Corporation (or its successor) on a date specified in such Change of Control Notice (the “Change of Control Redemption Date”), which such date must be a Business Day of the Corporation’s choosing that is no later than the date of the consummation of the transaction resulting in such Change of Control, (D) the Change of Control Redemption Price with respect to each share of Series B Preferred Stock, and (E) the procedures that Holders of shares of Series B Preferred Stock must follow in order for their shares of Series B Preferred Stock to be redeemed. The Holder of shares of Series B Preferred Stock subject to any Change of Control Redemption entitled to receive any securities or other assets payable upon such redemption shall be treated for all purposes as the record holder of such securities or assets as of the Close of Business on the Change of Control Redemption Date; provided, however, that such Holder may identify one or more other Persons to receive such securities or assets in connection with any such redemption in a written notice sent to the Corporation no later than three Business Days prior to the Change of Control Redemption Date. (iii) If, in connection with a transaction resulting in a Change of Control, the Corporation or its successor shall not have sufficient funds legally available under the Nevada law governing distributions to stockholders to redeem all outstanding shares of

40 ACTIVE 716040848v3 Series B Preferred Stock, then the Corporation shall (A) redeem, pro rata among the Holders, a number of shares of Series B Preferred Stock equal to the number of shares of Series B Preferred Stock that can be redeemed with the maximum amount legally available for the redemption of such shares of Series B Preferred Stock under the Nevada law governing distributions to stockholders, and (B) redeem all remaining shares of Series B Preferred Stock not redeemed because of the foregoing limitations at the applicable Change of Control Redemption Price as soon as practicable after the Corporation (or its successor) is able to make such redemption out of assets legally available for the purchase of such share of Series B Preferred Stock. The inability of the Corporation (or its successor) to make a redemption payment for any reason shall not relieve the Corporation (or its successor) from its obligation to effect any required redemption when, as and if permitted by applicable law. Section 5.18 Miscellaneous. (a) Notwithstanding anything herein to the contrary, if at any time the payment of any PIK Dividend or a conversion of Series B Preferred Stock (a “Subject Action”) would be prohibited until the Corporation has obtained the approval of the shareholders of the Corporation under the NRS, continued listing rules of Nasdaq or otherwise, the Corporation and the Holder shall not effect such Subject Action until such vote has been duly obtained; provided, however, that nothing herein will affect the compounding of any Dividend that the Corporation does not pay in cash (which compounding will apply even if the Corporation is otherwise prohibited from electing to make any PIK Dividend pursuant to this sentence). In such case, until such time as the requisite shareholder approval has been obtained for the Subject Action, the Corporation covenants that it shall use its reasonable best efforts to obtain such approval at any annual or special meeting of the shareholders entitled to vote on such for the purpose of voting on such Subject Action to be called as soon as reasonably practicable. (b) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Conversion Notice or Redemption Notice, shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service, addressed to the Corporation, 2381 NW Executive Center Drive, Boca Raton, Florida 33431, Attn: Chief Financial Officer and Legal Department, email address: [***], or such other address or email address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service addressed to each Holder at the address or email address of such Holder appearing on the books of the Corporation, or if no such address or email address appears on the books of the Corporation, at the principal place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email, (ii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iii) upon actual receipt by the party to whom such notice is required to be given. (c) Lost or Mutilated Series B Preferred Stock Certificate. If a Holder’s Series B Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall

41 ACTIVE 716040848v3 execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series B Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership thereof, reasonably satisfactory to the Corporation and, in each case, customary and reasonable indemnity, if requested. Applicants for a new certificate under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third- party costs as the Corporation may prescribe. (d) Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver by the Corporation or a Holder must be in writing. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the Holders of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the Holders thereof) upon the written consent of the Majority Holders, unless a higher percentage is required by the NRS, in which case the written consent of the Holders of not less than such higher percentage shall be required. (e) Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. (f) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. (g) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof. (h) Status of Converted Series B Preferred Stock. If any shares of Series B Preferred Stock shall be converted or reacquired by the Corporation, such shares shall be automatically, and without need for further action by the Board, restored to the status of authorized and unissued shares of Preferred Stock, without designation or classification as to series, until such shares are

42 ACTIVE 716040848v3 once more designated or classified as part of a particular series by the Board pursuant to the provisions of the Articles of Incorporation. ARTICLE VI DIRECTORS Section 6.01 Governing Board. The members of the Board of Directors of the corporation shall be styled directors. Section 6.02 Initial Board of Directors. The Board of Directors shall consist of at least one (1) but no more than five (5) members. The name(s) and addresses of the initial members of the Board of Directors are as follows: NAME ADDRESS Kristian Kostovski Analipseos 30, Apt #25 52236 Panorama, Thessaloniki, Greece These individuals shall serve as directors of the corporation until the first annual meeting of the stockholders or until their successors shall have been elected and qualified. Section 6.03 Change in the Number of Directors. The number of directors may be increased or decreased by duly adopted amendment to the Bylaws of the corporation. ARTICLE VII INCORPORATORS The name and address of the sole incorporator is Sandra L. Miller 711 St. Carson, Ste 4, Carson City, Nevada 89701. ARTICLE VIII PERIOD OF DURATION This corporation is to have A PERPETUAL existence. ARTICLE IX DIRECTORS AND OFFICERS’ LIABILITY A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director of officers, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts and omissions prior to such repeal or modification.

43 ACTIVE 716040848v3 ARTICLE X INDEMNITY Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director of officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any Bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article. Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person. ARTICLE XI AMENDMENTS Subject at all times to the express provisions of Section 4.03 hereof, which cannot be amended, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its Bylaws, in the manner now or hereafter prescribed by statute or by these Articles of Incorporation or said Bylaws, and all rights conferred upon the stockholders are granted subject to this reservation.

44 ACTIVE 716040848v3 ARTICLE XII POWERS OF DIRECTORS In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized: (1) Subject to the Bylaws, if any, adopted by the stockholders, to make, alter or repeal the Bylaws of the corporation; (2) To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the corporation; (3) To authorize the guaranty by the corporation of securities, evidences of indebtedness and obligations of other persons, corporations and business entities; (4) To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve; and (5) By resolution adopted by a majority of the whole Board of Directors, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the Bylaws of the Board of Directors in the management of the business and affairs of the corporation, any may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the Bylaws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors. All corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise provided herein or by law. ARTICLE XIII CONTROL SHARE ACQUISITIONS The corporation expressly opts-out of or elects not to be governed by the “Acquisition of Controlling Interest” provisions contained in NRS Sections 78.378 through 78.3793 inclusive all as permitted under NRS 78.378.1. ARTICLE XIV COMBINATIONS WITH INTERESTED STOCKHOLDERS The corporation expressly opts-out of, and elects not to be governed by the “Combinations with Interested Stockholder” provisions contained in NRS Section 78.411 through 78.444, inclusive all as permitted under NRS Section 78.434.

Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Fieldly, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 of Celsius Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2025
	By:	/s/ John Fieldly
		John Fieldly, Chief Executive Officer<br>(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jarrod Langhans, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, of Celsius Holdings, Inc.;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2025

By:	/s/ Jarrod Langhans
	Name:	Jarrod Langhans, Chief Financial Officer
		(Principal Financial and Accounting Officer)

Document

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Celsius Holdings, Inc., a Nevada corporation (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Fieldly, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2025

By:	/s/ John Fieldly
	John Fieldly, Chief Executive Officer
	(Principal Executive Officer)

Document

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Celsius Holdings, Inc., a Nevada corporation (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jarrod Langhans, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2025
	By:	/s/ Jarrod Langhans
		Jarrod Langhans, Chief Financial Officer<br>(Principal Financial and Accounting Officer)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

CELSIUS HOLDINGS, INC.

TABLE OF CONTENTS

MASTER GLOSSARY

MASTER GLOSSARY

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Celsius Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

[3]

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

2024.

Celsius Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

1.ORGANIZATION AND DESCRIPTION OF BUSINESS

Business Overview

Securities Purchase Agreement

Mezzanine Equity.

Transaction Agreement – Rockstar Acquisition and Captaincy

The Amended and Restated U.S. Distribution Agreement

Transactions.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

Alani Nu Acquisition

Credit Agreement

2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

5. Acquisitions.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

Segment Reporting.

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

Recently Issued Accounting Pronouncements

2024-03,

2024-03

3. EARNINGS PER SHARE

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

4.REVENUE

Celsius Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

Promotional (Billback) Allowances

Celsius Holdings, Inc.