Celsius closes $585 million PepsiCo deal, acquires Rockstar Energy brand in U.S. and Canada

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.

Key points

• 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

The filing

Items reported: 1.01 Material Definitive Agreement1.02 Termination of Material Agreement2.01 Acquisition or Disposition Completed3.02 Unregistered Equity Sale3.03 Change to Shareholder Rights5.02 Director / Officer Change5.03 Bylaw / Charter Amendment5.07 Shareholder Vote Results8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 1:17 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on August 29, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.