Every material Form 8-K Celsius has filed with the SEC since February 20, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Celsius Holdings reported third-quarter 2026 revenue of $847.2 million, up 17% from a year earlier, and GAAP diluted EPS of $0.39 versus a loss of $0.27 a year earlier. Adjusted diluted EPS fell 2% to $0.41 and gross margin declined to 46.8% from 51.3%, so shareholders see higher sales alongside lower adjusted profit and margin. The filing contains no guidance.
Revenue $847.2 million, up 17%; Alani Nu revenue rose about 24% to $410.1 million while CELSIUS brand revenue fell about 6% to $356.8 million
GAAP diluted EPS $0.39 versus a loss of $(0.27) in the prior-year quarter, which included $246.7 million in distributor termination fees
Adjusted diluted EPS $0.41 versus $0.42; adjusted EBITDA $198.6 million versus $205.6 million
Repurchased about $44.5 million of shares in the quarter under a $300 million authorization
Celsius Holdings said its President and Chief Operating Officer, Eric Hanson, has departed the company effective August 10, 2026, and that he is eligible for severance under the Executive Severance Pay Plan, subject to plan conditions. The company also named Tyler Bohannon Chief Commercial Officer and created a Chief Business Transformation Officer role for Tony Guilfoyle, reshaping senior leadership as it pursues its total energy portfolio strategy. The filing includes no financial results or guidance, so its direct effect on shareholders is limited to the leadership change.
Eric Hanson, President and Chief Operating Officer, departed effective August 10, 2026, and is eligible for severance under the Executive Severance Pay Plan, subject to conditions
Tyler Bohannon, previously EVP of North American Sales since February 2025, was appointed Chief Commercial Officer effective August 10, 2026
Tony Guilfoyle, former Chief Customer Officer, was appointed to the newly created role of Chief Business Transformation Officer effective July 1, 2026
Celsius Holdings reported second-quarter 2026 revenue of $817.9 million, up 11% from $739.3 million a year earlier, while GAAP diluted EPS fell to $0.14 from $0.33 and net income fell to $55.3 million from $99.9 million. The decline was driven largely by $80.9 million in distributor termination fees and a lower gross margin of 48.1% versus 51.5%. Adjusted diluted EPS, which excludes those items, was $0.36 versus $0.47 a year earlier.
Q2 2026 revenue was $817.9 million, up 11% from $739.3 million; Alani Nu contributed $364.4 million and Rockstar Energy $66.5 million
GAAP diluted EPS was $0.14 versus $0.33; adjusted diluted EPS was $0.36 versus $0.47
Distributor termination fees were $80.9 million in the quarter; gross margin declined to 48.1% from 51.5%
CELSIUS brand revenue fell about 11.7%, while the company repurchased about $100.4 million of shares in the quarter
Celsius Holdings amended its credit agreement on July 15, 2026, cutting the interest rate on its term loan by 0.25%, with a possible further 0.25% cut tied to achieving certain credit ratings. The company used a new $694.75 million term loan to fully repay the $700 million existing term loan, with no prepayment penalties, which lowers borrowing costs for shareholders.
Second Amendment reduces the Term Loan Facility interest rate by 0.25%, with a potential additional 0.25% cut if certain public corporate or corporate family ratings are achieved on an ongoing basis
New term loan of $694.75 million repaid the entire $700 million Existing Term Loan on July 15, 2026
No prepayment penalties were incurred; Revolving Facility interest rate is unchanged
Celsius Holdings reported first-quarter 2026 revenue of $782.6 million, up 138% from $329.3 million a year earlier, and GAAP diluted earnings per share of $0.33 versus $0.15. The company attributed the growth mainly to the Alani Nu and Rockstar Energy acquisitions, while gross margin fell to 48.3% from 52.3%. The filing does not include updated full-year guidance.
Revenue $782.6 million vs. $329.3 million; net income $110.1 million vs. $44.4 million
Gross margin 48.3% vs. 52.3% a year earlier, which the company linked to the lower-margin Alani Nu and Rockstar Energy businesses
Non-GAAP adjusted diluted EPS $0.41 vs. $0.18, after a $24.6 million legal settlement cost accrual
Approximately $24.1 million of share repurchases in the quarter
Celsius reported fourth-quarter and full-year 2025 results on February 26, 2026. Full-year revenue rose 86% to $2,515.3 million, but net income fell 26% to $108.0 million and GAAP diluted EPS fell to $0.25 from $0.45, mainly due to $327.5 million of distributor termination costs tied to the Alani Nu distribution transition. Shareholders get a split picture: sales grew strongly, while GAAP profit declined and the company's margin and CELSIUS brand trends remain under pressure.
Full-year 2025 revenue was $2,515.3 million, up 86% from $1,355.6 million, with Alani Nu contributing $1,001.9 million.
Full-year 2025 net income was $108.0 million, down 26%; GAAP diluted EPS was $0.25 versus $0.45, while non-GAAP adjusted diluted EPS rose to $1.34 from $0.70.
Fourth-quarter revenue was $721.6 million, up 117%, but CELSIUS brand revenue fell approximately 8% in the quarter, which the company attributed to integration timing.
The company expects gross margin to return to the low 50s as the Alani Nu integration completes by the end of the first quarter of 2026 and Rockstar Energy by the end of the second quarter of 2026.
On February 10, 2026, Celsius Holdings' board accepted the resignations of directors Israel Kontorvsky and Michael Del Pozzo, both appointed under PepsiCo's board designation rights, and appointed Christy Jacoby and John Short to fill the vacancies. The same day, Tony Guilfoyle moved from Chief Commercial Officer to Chief Customer Officer and no longer serves as an executive officer under SEC rules. The filing reports no compensation for the new directors and describes board seats tied to PepsiCo's rights under an August 28, 2025 securities purchase agreement.
Kontorvsky and Del Pozzo resigned from the board effective February 10, 2026; both had been appointed under PepsiCo's board designation rights.
Christy Jacoby, 55, and John Short, 53, were appointed directors effective February 10, 2026, with terms ending at the 2026 annual meeting.
Jacoby joined the Audit and Enterprise Risk Committee; Short joined the Governance and Nominating Committee.
Tony Guilfoyle became Chief Customer Officer and ceased to be an executive officer under SEC rules.
Celsius Holdings reported third quarter 2025 revenue of $725.1 million, up 173% from a year earlier, driven by the Alani Nu and Rockstar Energy acquisitions. The company posted a GAAP net loss of $61.0 million, or $(0.27) per diluted share, after $246.7 million in distributor termination costs tied to moving Alani Nu distribution to the PepsiCo system, while non-GAAP adjusted diluted EPS was $0.42.
Q3 2025 revenue was $725.1 million versus $265.7 million in Q3 2024; North America revenue was $702.0 million.
GAAP net loss was $61.0 million, compared with net income of $6.4 million in the prior-year quarter.
Distributor termination costs of $246.7 million were recorded; PepsiCo has agreed to fund the termination fees, per the company.
Adjusted diluted EPS was $0.42 for the quarter; adjusted EBITDA was $205.6 million versus $4.4 million a year earlier.
Celsius Holdings amended its credit agreement with UBS AG as administrative agent, lowering interest rates on its term loan and revolving facilities by 0.75%. The company repaid its existing $900.0 million term loan, used in the April 2025 Alani Nutrition acquisition, with about $200.0 million of cash on hand and a new $700.0 million term loan at the reduced rate, and reports no prepayment penalties.
Interest rates on the term loan and revolving facilities were reduced by 0.75% under the First Amendment dated October 2, 2025.
The existing $900.0 million term loan was repaid in full, funded by about $200.0 million of cash on hand and a new $700.0 million term loan.
No prepayment penalties were incurred; all other material terms of the Credit Agreement are unchanged.
Celsius closed a transaction with PepsiCo on August 28, 2025, receiving $585.0 million in cash for 390,000 shares of new Series B Convertible Preferred Stock and acquiring the Rockstar Energy brand in the U.S. and Canada. The deal also gives PepsiCo board designation rights, adds Michael Del Pozzo to the board, and sets up a distribution arrangement covering Alani Nu and Rockstar Energy products, which shareholders should weigh against the dilution and governance rights that come with the preferred stock.
Series B Preferred Stock sold to PepsiCo for $585.0 million in cash; each share is initially convertible into 11,304,348 shares of common stock
Rockstar Energy brand in the U.S. and Canada acquired from PepsiCo under a transaction agreement; the Captaincy also commenced on the Closing Date
PepsiCo may designate two board members, and Michael Del Pozzo was appointed as the second PepsiCo designee, expanding the board from nine to 10 members
Original Purchase Agreement terminated on the Closing Date, August 28, 2025
Celsius Holdings reported second quarter 2025 revenue of $739.3 million, up 84% from a year earlier, with $301.2 million coming from Alani Nu, which the company acquired on April 1, 2025. GAAP diluted earnings per share rose to $0.33 from $0.28, while adjusted diluted EPS was $0.47, but first-half diluted EPS fell to $0.48 from $0.55.
Q2 revenue $739.3 million versus $402.0 million a year earlier; Alani Nu contributed $301.2 million.
Q2 GAAP diluted EPS $0.33 versus $0.28; adjusted diluted EPS $0.47 versus $0.28.
Six-month revenue $1,068.5 million, up 41%; six-month diluted EPS $0.48 versus $0.55.
Q2 gross margin 51.5% versus 52.0%; SG&A rose 107% to $237.9 million, including acquisition-related costs.
At its May 28, 2025 annual meeting, Celsius Holdings stockholders approved a 2025 Omnibus Incentive Compensation Plan, a 2025 Employee Stock Purchase Plan, and an increase in authorized common stock from 300 million to 400 million shares. Shareholders also re-elected all nine directors and ratified Ernst & Young LLP as auditor for 2025, and the filing reports no change to the company's financial results.
Stockholders approved the 2025 Plan for up to 6,000,000 shares and the 2025 ESPP for up to 850,000 shares.
Authorized common stock rises from 300,000,000 to 400,000,000 shares, effective May 28, 2025 with the Nevada filing.
Stockholders voted for an annual say-on-pay vote, with 167,497,782 votes for and 2,887,983 against on the compensation resolution.
All nine director nominees were elected to serve until the 2026 annual meeting.
Celsius Holdings reported first quarter 2025 revenue of $329.3 million, down 7% from $355.7 million a year earlier, and net income of $44.4 million, down 43%. The company said first-quarter revenue was affected by the timing of U.S. distributor incentives and retail promotional allowances, and it closed its Alani Nu acquisition on April 1, 2025. The filing does not include updated financial guidance.
Revenue was $329.3 million, down 7%; North America fell 10% to $306.5 million and International rose 41% to $22.8 million.
Diluted EPS was $0.15 versus $0.27; adjusted diluted EPS was $0.18 versus $0.27, excluding acquisition costs.
Gross margin rose 110 basis points to 52.3%, while SG&A increased 22% to $120.3 million, driven mainly by acquisition-related professional services.
The Alani Nu acquisition closed April 1, 2025; the company said the brand surpassed $1 billion in trailing 52-week retail sales.
Celsius Holdings completed its acquisition of Alani Nutrition LLC (Alani Nu) on April 1, 2025, for $1.8 billion including $150 million in tax assets, or a net purchase price of $1.65 billion paid in a mix of cash and stock. To help fund the cash portion, Celsius entered into a credit agreement with UBS AG as administrative agent, under which the $900 million term loan was fully drawn at closing, and it also received access to a $100 million revolving facility.
Net purchase price of $1.65 billion after $150 million in tax assets, paid in cash and stock.
$900 million term loan fully drawn at closing, maturing April 1, 2032; $100 million revolving facility maturing April 1, 2030.
Credit facilities secured by a first priority interest in Celsius and guarantor cash, receivables and intellectual property.
Stock consideration issued to Holdco is unregistered; Celsius agreed to file a resale registration statement on Form S-3 or other available form.
Celsius Holdings named Eric Hanson, a 30-year food and beverage veteran who most recently led PepsiCo's strategic partnerships unit, as President and Chief Operating Officer, effective March 24, 2025. CEO John Fieldly stays on as CEO and Chairman, and Hanson takes over Fieldly's current title of President.
Eric Hanson, 53, appointed President and Chief Operating Officer; effective March 24, 2025
Hanson's base salary is $700,000 per year, plus a $1,150,000 annual equity award and a one-time $1,200,000 restricted stock unit award
Hanson has been with PepsiCo since 1997, most recently as Senior Vice President, Strategic Partnerships
Celsius agreed to acquire all membership interests in Alani Nu from its founders and Congo Brands for $1.275 billion in cash, 22,451,224 Celsius shares valued at $500 million, and up to $25 million more tied to 2025 sales. The deal is expected to close in the second quarter of 2025, subject to antitrust clearance, and the filing says it is not conditioned on financing. Shareholders face a large cash outlay and share issuance, with the stock portion equal to roughly 8.7% pro forma ownership according to the press release.
Cash consideration of $1.275 billion, subject to adjustment, plus 22,451,224 shares of common stock valued at $500 million
Up to $25 million in additional cash payable only if 2025 Alani Nu net sales meet an agreed target
Closing expected in the second quarter of 2025; Celsius must pay Alani Nu a $53.25 million termination fee if the deal fails on antitrust grounds
Press release says $900 million of fully committed debt financing and about $375 million of cash on hand will fund the cash portion
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