Every material Form 8-K Celsius filed with the SEC in 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 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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Celsius filing is on SEC EDGAR ↗. 8-K briefs of other companies →