celh-20250630

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 June 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 incorporation or organization)						(I.R.S. Employer 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 July 30, 2025, the registrant had 257,946,135 shares of common stock, $0.001 par value per share, outstanding.

Celsius Holdings, Inc.

TABLE OF CONTENTS


		Page


PART I - FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (unaudited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the three and six months ended June 30, 2025 (unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity for the three and six months ended June 30, 2024 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)	8
	Notes to the Condensed Consolidated Financial Statements (unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	43

PART II - OTHER INFORMATION		44

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44

Item 3.	Defaults Upon Senior Securities	44

Item 4.	Mine Safety Disclosures	44

Item 5.	Other Information	44

Item 6.	Exhibits	45

SIGNATURES		47

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Celsius Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

(Unaudited)



	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	615,233	$	890,190
Accounts receivable-net[1]	490,389		270,342
Inventories-net	230,046		131,165
Deferred other costs-current[2]	14,124		14,124
Prepaid expenses and other current assets	41,420		18,759
Total current assets	1,391,212		1,324,580

Property, plant and equipment-net	72,516		55,602


Customer relationships-net	117,726		11,306
Brands-net	1,104,389		907
Goodwill	802,234		71,582
Deferred other costs-non-current[2]	227,153		234,215
Deferred tax assets	43,158		38,699
Other long-term assets	36,755		29,990
Total Assets	$	3,795,143	$	1,766,881

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable[3]	$	120,962	$	41,287
Accrued expenses[4]	225,859		148,780
Income taxes payable	21,765		10,834

Accrued promotional allowance[5]	200,169		135,948
Contingent consideration	25,000		—



Deferred revenue-current[6]	16,071		9,513
Other current liabilities	49,949		19,173
Total current liabilities	659,775		365,535

Long-term debt	862,917		—



Deferred revenue-non-current[7]	156,135		157,714
Other long term liabilities	25,002		19,215
Total Liabilities	1,703,829		542,464

Commitments and contingencies (Note 15)

Mezzanine equity:
Series A convertible preferred stock, $0.001 par value, 1,467 shares issued and outstanding [2]	824,488		824,488
Stockholders’ equity:
Common stock, $0.001 par value; 400,000 shares authorized, 257,769 and 235,014 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively	101		79
Additional paid-in capital	1,028,384		297,579
Accumulated other comprehensive income (loss)	2,178		(3,250)
Retained earnings	236,163		105,521
Total Stockholders’ Equity	1,266,826		399,929
Total Liabilities, Mezzanine Equity and Stockholders’ Equity	$	3,795,143	$	1,766,881

[1] Includes $204.5 million and $168.2 million from a related party as of June 30, 2025 and December 31, 2024, respectively.

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

[3] Includes $17.3 million and $1.7 million due to a related party as of June 30, 2025 and December 31, 2024, respectively.

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

[5] Includes $94.8 million and $75.1 million due to a related party as of June 30, 2025 and December 31, 2024, respectively.

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

[7] Includes $

SEC Form 10-Q filed by Celsius Holdings Inc.