Every material Form 8-K Celsius filed with the SEC in 2026, 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.
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