Celsius Holdings — research brief (BMC #096 on gallery, queue id 180)

Prepared 2026-10-12 (America/Chicago). Celsius Holdings, Inc. is public (Nasdaq: CELH), headquartered in Boca Raton, Florida, and reports in US dollars on a calendar year (FY2025 = year to Dec 31, 2025, the latest full year). Labels: FACT = stated by Celsius in its Form 10-K or results releases filed with the SEC. SECONDARY = third-party press (none used; retail-tracking figures are Circana data as quoted by the company, so they are FACT-as-reported-by-Celsius). INFERENCE = interpretation by this project.

Sources (accessed 2026-10-12)

Form 10-K for fiscal 2025 (filed Mar 2, 2026): https://www.sec.gov/Archives/edgar/data/1341766/000134176626000024/celh-20251231.htm
Full-year and fourth quarter 2025 results release (Feb 26, 2026, Form 8-K Ex. 99.1): https://www.sec.gov/Archives/edgar/data/1341766/000134176626000017/ex9914q20251.htm
Second quarter 2026 results release (Aug 6, 2026, Form 8-K Ex. 99.1): https://www.sec.gov/Archives/edgar/data/1341766/000134176626000047/ex9912q2026.htm
Form 8-K, Aug 10, 2026 (President & COO departure): https://www.sec.gov/Archives/edgar/data/1341766/000119312526342430/d135466d8k.htm
Investor relations: https://ir.celsiusholdingsinc.com
Logo: project monogram ("CE" on a red tile), not Celsius's official logo. Trademark of its owner; identification only.

Teaching arc

Celsius is an asset-light energy-drink brand company: it designs and markets three brands (CELSIUS, Alani Nu, Rockstar Energy), has most cans made by co-packers, and sells cases wholesale — mostly to PepsiCo's bottling system (43.2% of FY2025 revenue) and Costco (10.8%) — which then reach shoppers in grocery, convenience, club and online. In 2025 it bought Alani Nu and took over Rockstar from PepsiCo, became PepsiCo's U.S. energy "category captain", and nearly doubled revenue: FY2025 revenue $2.52B (+85.5%), but GAAP net income fell to $108.0M (−26%) because of $327.5M of one-time distributor termination fees.

Key figures (FACT unless labeled)

FY2025 revenue $2,515.3M vs $1,355.6M (+85.5%; release table rounds to 86%). FY2023 revenue $1,318.0M.
By brand (FY2025): CELSIUS brand $1,457.7M (+7.5%); Alani Nu $1,001.9M (Q2–Q4 only, acquired Apr 1, 2025); Rockstar Energy $55.6M (from Aug 28, 2025).
By geography: North America $2,422.5M (+89%); International $92.8M (+24%) — Europe $72.5M (+17.6%), Asia-Pacific $13.0M, Other $7.3M.
Gross profit $1,267.3M, gross margin 50.4% (vs 50.2%). Cost of revenue $1,247.9M incl. freight $124.3M.
Selling & marketing $548.8M (21.8% of revenue); G&A $250.0M; distributor termination fees $327.5M (to move Alani Nu into PepsiCo's system); acquisition & integration costs $59.5M; advertising expense $318.9M (vs $221.6M).
Income from operations $141.1M (vs $155.7M). FY2025 net income $108.0M (vs $145.1M, −26%); net income attributable to common stockholders $63.8M (after $37.6M preferred dividends to PepsiCo); diluted EPS $0.25 (vs $0.45).
Non-GAAP (company-defined): Adjusted EBITDA $619.6M (+142%, 24.6% margin); adjusted diluted EPS $1.34 (vs $0.70).
Customer concentration: Pepsi 43.2%, Costco 10.8%, all others 46.0% of FY2025 revenue (Pepsi 54.7% in 2024, 59.4% in 2023).
Market position (Circana, as quoted): ~20% dollar share of U.S. RTD energy in Q4 2025 (CELSIUS 10.9%, Alani Nu 6.7%, Rockstar 2.4%); portfolio retail sales +22% in calendar 2025; ACV 99.5%.
Balance sheet Dec 31, 2025: cash $398.9M; long-term debt $669.9M (term loan); goodwill $917.6M; brands $1,280.3M; deferred other costs (non-current) $771.6M; deferred revenue (non-current) $401.2M; Series A preferred $852.4M and Series B preferred $907.6M (mezzanine, held by Pepsi).
People: 1,497 employees at Dec 31, 2025 (10-K, incl. PEO-engaged).

PepsiCo relationship (FACT)

2022: Pepsi bought ~1.5M shares of Series A preferred for $550.0M and became the primary U.S. distributor.
Aug 28, 2025 "Pepsi Transactions": Celsius acquired Rockstar (U.S. & Canada) from Pepsi, issued 390,000 shares of Series B preferred to Pepsi, and started the Captaincy — Pepsi uses commercially reasonable efforts to sell and prioritize Celsius's energy portfolio in the U.S., and Celsius gains influence over energy facings, merchandising and certain promotions in Pepsi's network. A $598.8M payment-to-customer asset is amortized as a reduction of revenue over the ~17-year A&R U.S. Distribution Agreement. Pepsi reimburses distributor termination fees up to $275.0M, recorded as deferred revenue. Preferred stock pays 5.0% cumulative dividends; Pepsi has two board designees.
Alani Nu moved into the PepsiCo distribution system on Dec 1, 2025.

Acquisitions (FACT)

Big Beverages (long-time co-packer, Huntersville, NC), Nov 1, 2024, $75.3M cash — gives in-house manufacturing capacity.
Alani Nu, Apr 1, 2025: $1,275.0M cash + 22,451,224 common shares + $25.0M earnout (target met).
Rockstar Energy (U.S. & Canada), Aug 28, 2025, from Pepsi (non-cash consideration via preferred stock).

Operations (FACT)

Products primarily produced by co-packers that charge a per-case fee, plus the in-house facility; Celsius procures most ingredients and all packaging. Main raw materials: aluminum cans, packaging, natural flavors, sweeteners. Shelf life 15–24 months.
Channels: DSD networks (mainly Pepsi), independent distributors, direct sales to retailers (e.g., Costco), and e-commerce (Amazon, Shopify, Instacart, Walmart.com); international via regional distribution partners (Nordics, UK, Ireland, France, Australia, NZ, Benelux, Iberia).
Promotional allowances / billbacks (price promotions, slotting, shelf-space and in-store fees) are recorded as reductions of revenue.
Seasonal: highest volumes in Q2–Q3.
Marketing: "Live Fit Go" campaign, social media and influencers, sponsorships, sampling vehicles.

2026 to date (not a full year; never annualized)

Q2 2026 revenue $817.9M (+10.6%); Alani Nu ~$364.4M; Rockstar ~$66.5M; CELSIUS brand revenue −11.7% (trade investment, inventory rebalancing, club softness, SKU optimization). Gross margin 48.1%; net income $55.3M (−45%); adjusted EBITDA $184.2M.
H1 2026 revenue $1,600.5M (+49.8%); net income $165.4M; share repurchases ~$124.5M.
Portfolio ~20.1% U.S. RTD energy dollar share (13 weeks to Jun 28, 2026); Alani Nu 8.7%, CELSIUS 9.5%, Rockstar 1.9%.
Aug 10, 2026: President & COO Eric Hanson departed (8-K).

Worked example (INFERENCE)

Of every $100 of FY2025 revenue, about $58 came from the CELSIUS brand, $40 from Alani Nu (nine months) and $2 from Rockstar (four months); about $43 was billed to Pepsi. Of that $100, about $50 went to making and shipping the drinks (cans, co-packing, freight), about $22 to selling & marketing, $10 to G&A and $13 to one-time distributor buyouts — leaving roughly $6 of operating income and $4 of net income.

Atlas notes

primaryTag: retail/DTC — the engine is physical product sales (cases of energy drinks sold to distributors and retailers who resell to consumers); no subscription, fee or ads line. Same tag as Beyond Meat (wholesale CPG). Ranks on FY2025 revenue $2.52B (+85.5%); FY2025 net income $108.0M.

Not used

Analyst estimates, market cap, share-price narrative, PepsiCo's fully diluted ownership percentage (not stated in the sources read), and any annualizing of 2026 figures.

# Celsius Holdings — research brief (BMC #096 on gallery, queue id 180) Prepared 2026-10-12 (America/Chicago). Celsius Holdings, Inc. is **public** (Nasdaq: CELH), headquartered in Boca Raton, Florida, and reports in US dollars on a **calendar year** (FY2025 = year to Dec 31, 2025, the latest full year). Labels: **FACT** = stated by Celsius in its Form 10-K or results releases filed with the SEC. **SECONDARY** = third-party press (none used; retail-tracking figures are Circana data as quoted by the company, so they are FACT-as-reported-by-Celsius). **INFERENCE** = interpretation by this project. ## Sources (accessed 2026-10-12) - Form 10-K for fiscal 2025 (filed Mar 2, 2026): https://www.sec.gov/Archives/edgar/data/1341766/000134176626000024/celh-20251231.htm - Full-year and fourth quarter 2025 results release (Feb 26, 2026, Form 8-K Ex. 99.1): https://www.sec.gov/Archives/edgar/data/1341766/000134176626000017/ex9914q20251.htm - Second quarter 2026 results release (Aug 6, 2026, Form 8-K Ex. 99.1): https://www.sec.gov/Archives/edgar/data/1341766/000134176626000047/ex9912q2026.htm - Form 8-K, Aug 10, 2026 (President & COO departure): https://www.sec.gov/Archives/edgar/data/1341766/000119312526342430/d135466d8k.htm - Investor relations: https://ir.celsiusholdingsinc.com - Logo: project monogram ("CE" on a red tile), **not** Celsius's official logo. Trademark of its owner; identification only. ## Teaching arc **Celsius is an asset-light energy-drink brand company: it designs and markets three brands (CELSIUS, Alani Nu, Rockstar Energy), has most cans made by co-packers, and sells cases wholesale — mostly to PepsiCo's bottling system (43.2% of FY2025 revenue) and Costco (10.8%) — which then reach shoppers in grocery, convenience, club and online. In 2025 it bought Alani Nu and took over Rockstar from PepsiCo, became PepsiCo's U.S. energy "category captain", and nearly doubled revenue: FY2025 revenue $2.52B (+85.5%), but GAAP net income fell to $108.0M (−26%) because of $327.5M of one-time distributor termination fees.** ## Key figures (FACT unless labeled) - **FY2025 revenue $2,515.3M** vs $1,355.6M (**+85.5%**; release table rounds to 86%). FY2023 revenue $1,318.0M. - By brand (FY2025): CELSIUS brand **$1,457.7M (+7.5%)**; Alani Nu **$1,001.9M** (Q2–Q4 only, acquired Apr 1, 2025); Rockstar Energy **$55.6M** (from Aug 28, 2025). - By geography: North America $2,422.5M (+89%); International $92.8M (+24%) — Europe $72.5M (+17.6%), Asia-Pacific $13.0M, Other $7.3M. - Gross profit **$1,267.3M**, gross margin **50.4%** (vs 50.2%). Cost of revenue $1,247.9M incl. freight $124.3M. - Selling & marketing $548.8M (21.8% of revenue); G&A $250.0M; **distributor termination fees $327.5M** (to move Alani Nu into PepsiCo's system); acquisition & integration costs $59.5M; advertising expense **$318.9M** (vs $221.6M). - Income from operations **$141.1M** (vs $155.7M). **FY2025 net income $108.0M** (vs $145.1M, −26%); net income attributable to common stockholders $63.8M (after $37.6M preferred dividends to PepsiCo); diluted EPS $0.25 (vs $0.45). - Non-GAAP (company-defined): Adjusted EBITDA **$619.6M** (+142%, 24.6% margin); adjusted diluted EPS $1.34 (vs $0.70). - Customer concentration: **Pepsi 43.2%**, **Costco 10.8%**, all others 46.0% of FY2025 revenue (Pepsi 54.7% in 2024, 59.4% in 2023). - Market position (Circana, as quoted): ~**20%** dollar share of U.S. RTD energy in Q4 2025 (CELSIUS 10.9%, Alani Nu 6.7%, Rockstar 2.4%); portfolio retail sales +22% in calendar 2025; ACV 99.5%. - Balance sheet Dec 31, 2025: cash $398.9M; long-term debt $669.9M (term loan); goodwill $917.6M; brands $1,280.3M; deferred other costs (non-current) $771.6M; deferred revenue (non-current) $401.2M; Series A preferred $852.4M and Series B preferred $907.6M (mezzanine, held by Pepsi). - People: **1,497** employees at Dec 31, 2025 (10-K, incl. PEO-engaged). ## PepsiCo relationship (FACT) - 2022: Pepsi bought ~1.5M shares of Series A preferred for **$550.0M** and became the primary U.S. distributor. - Aug 28, 2025 "Pepsi Transactions": Celsius acquired Rockstar (U.S. & Canada) from Pepsi, issued 390,000 shares of **Series B preferred** to Pepsi, and started the **Captaincy** — Pepsi uses commercially reasonable efforts to sell and prioritize Celsius's energy portfolio in the U.S., and Celsius gains influence over energy facings, merchandising and certain promotions in Pepsi's network. A **$598.8M** payment-to-customer asset is amortized as a reduction of revenue over the ~17-year A&R U.S. Distribution Agreement. Pepsi reimburses distributor termination fees up to **$275.0M**, recorded as deferred revenue. Preferred stock pays 5.0% cumulative dividends; Pepsi has two board designees. - Alani Nu moved into the PepsiCo distribution system on Dec 1, 2025. ## Acquisitions (FACT) - Big Beverages (long-time co-packer, Huntersville, NC), Nov 1, 2024, $75.3M cash — gives in-house manufacturing capacity. - Alani Nu, Apr 1, 2025: $1,275.0M cash + 22,451,224 common shares + $25.0M earnout (target met). - Rockstar Energy (U.S. & Canada), Aug 28, 2025, from Pepsi (non-cash consideration via preferred stock). ## Operations (FACT) - Products primarily produced by co-packers that charge a **per-case fee**, plus the in-house facility; Celsius procures most ingredients and all packaging. Main raw materials: aluminum cans, packaging, natural flavors, sweeteners. Shelf life 15–24 months. - Channels: DSD networks (mainly Pepsi), independent distributors, direct sales to retailers (e.g., Costco), and e-commerce (Amazon, Shopify, Instacart, Walmart.com); international via regional distribution partners (Nordics, UK, Ireland, France, Australia, NZ, Benelux, Iberia). - Promotional allowances / billbacks (price promotions, slotting, shelf-space and in-store fees) are recorded as reductions of revenue. - Seasonal: highest volumes in Q2–Q3. - Marketing: "Live Fit Go" campaign, social media and influencers, sponsorships, sampling vehicles. ## 2026 to date (not a full year; never annualized) - Q2 2026 revenue $817.9M (+10.6%); Alani Nu ~$364.4M; Rockstar ~$66.5M; CELSIUS brand revenue −11.7% (trade investment, inventory rebalancing, club softness, SKU optimization). Gross margin 48.1%; net income $55.3M (−45%); adjusted EBITDA $184.2M. - H1 2026 revenue $1,600.5M (+49.8%); net income $165.4M; share repurchases ~$124.5M. - Portfolio ~20.1% U.S. RTD energy dollar share (13 weeks to Jun 28, 2026); Alani Nu 8.7%, CELSIUS 9.5%, Rockstar 1.9%. - Aug 10, 2026: President & COO Eric Hanson departed (8-K). ## Worked example (INFERENCE) Of every $100 of FY2025 revenue, about $58 came from the CELSIUS brand, $40 from Alani Nu (nine months) and $2 from Rockstar (four months); about $43 was billed to Pepsi. Of that $100, about $50 went to making and shipping the drinks (cans, co-packing, freight), about $22 to selling & marketing, $10 to G&A and $13 to one-time distributor buyouts — leaving roughly $6 of operating income and $4 of net income. ## Atlas notes - primaryTag: **retail/DTC** — the engine is physical product sales (cases of energy drinks sold to distributors and retailers who resell to consumers); no subscription, fee or ads line. Same tag as Beyond Meat (wholesale CPG). Ranks on FY2025 revenue $2.52B (+85.5%); FY2025 net income $108.0M. ## Not used - Analyst estimates, market cap, share-price narrative, PepsiCo's fully diluted ownership percentage (not stated in the sources read), and any annualizing of 2026 figures.