Form 8-K

8-K — Celsius Holdings, Inc.

Accession: 0001193125-26-251506

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0001341766

SIC: 2086 (BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d354004d8k.htm (Primary)

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8-K

8-K (Primary)

Filename: d354004d8k.htm · Sequence: 1

8-K

NASDAQ false 0001341766 0001341766 2026-06-01 2026-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2026

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Nevada

001-34611

20-2745790

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2381 NW Executive Center Drive

Boca Raton, Florida

33431

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code: (561) 276-2239

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 7.01

Regulation FD Disclosure.

Celsius Holdings, Inc., a Nevada corporation, is participating in the Deutsche Bank Global Consumer Conference on June 2, 2026, and in connection therewith is furnishing the information included as Exhibit 99.1 to this Current Report on Form 8-K which is incorporated by reference in this Item 7.01.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

99.1

June 2, 2026 Conference

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CELSIUS HOLDINGS, INC.

Date: June 1, 2026

By:

/s/ Richard Mattessich

Richard Mattessich, Chief Legal Officer

EX-99.1

Filename: d354004dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1 DeutschE bank global consumer Conference Jun e 2, 2026

Safe harbor & Non-gaap measures Forward-Looking Statements This

presentation contains statements by Celsius Holdings, Inc. (“Celsius Holdings”, “we”, “us”, “our” or the “Company”) that are not historical facts and are considered forward-looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our prospects, plans, business strategy and expected financial and operational results. You can

identify these statements by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,”

“will,” “would”, ”could”, ”project”, ”plan”, “potential”, ”designed”, “seek”, “target”, variations of these terms, the negatives of such

terms and similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other

factors we believe are appropriate in these circumstances. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. You should not rely on forward-looking

statements because our actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: changes to our commercial agreements with

PepsiCo, Inc.; management’s plans and objectives for international expansion and global operations; general economic and business conditions; our business strategy for expanding our presence in our industry; our expectations of revenue;

operating costs and profitability; our expectations regarding our strategy and investments; our ability to successfully integrate business that we may acquire, including Alani Nutrition LLC (“Alani Nu”) and Rockstar Energy; our ability

to achieve the benefits that we expect to realize as a result of our acquisitions, including Alani Nu and Rockstar Energy; the potential negative impact on our financial condition and results of operations if we fail to achieve the benefits that we

expect to realize as a result of our business acquisitions, including Alani Nu and Rockstar Energy; liabilities of the businesses that we acquire that are not known to us; our expectations regarding our business, including market opportunity,

consumer demand and our competitive advantage; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; the Company’s

ability to comply with the rules and regulations of the Securities and Exchange Commission (the “SEC”);ongoing and potential litigation matters; the impact of third parties attempting to replicate our product attributes; and those other

risks and uncertainties discussed in our most recently filed Annual Report on Form 10-K and in our other reports filed with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Forward-looking statements speak only as of the date the statements were made. We do not undertake any obligation to update forward-looking information, except to the extent required by applicable law. Use of Non-GAAP Measures Celsius defines

Adjusted EBITDA as net income before net interest (expense) income, income tax expense (benefit), and depreciation and amortization expense, further adjusted by excluding stock-based compensation expense, foreign exchange gains or losses,

distributor termination fees, legal settlement costs, reorganization costs, acquisition and integration costs, penalties, and inventory step-up adjustment. Adjusted EBITDA Margin is the ratio between the company’s Adjusted EBITDA and net

revenue, expressed as a percentage. Adjusted diluted earnings per share is GAAP diluted earnings per share net of add backs and deductions for distributor termination, legal settlement costs, reorganization costs, acquisitions and integration costs,

penalties, and inventory step-up adjustment. Adjusted SG&A is GAAP SG&A adjusted for acquisition costs, distributor termination fees, penalties and certain legal accruals. Adjusted SG&A as a % of revenue is the ratio between Adjusted

SG&A and net revenue. Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue are non-GAAP financial measures. Celsius uses Adjusted EBITDA, Adjusted

EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue for operational and financial decision- making and believes these measures are useful in evaluating its performance because they

eliminate certain items that management does not consider indicators of Celsius’ operating performance. Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of

revenue may also be used by many of Celsius’ investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. Celsius believes that the presentation of Adjusted

EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue, provides useful information to investors by allowing an understanding of measures that it uses internally for

operational decision-making, budgeting and assessing operating performance. Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue are not recognized terms

under GAAP and should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as

substitutes for analysis of Celsius’ results as reported under GAAP. Celsius strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. Because

non-GAAP financial measures are not standardized, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share. Adjusted SG&A, and Adjusted SG&A as percentage of revenue as defined by Celsius, may not be comparable to

similarly titled measures reported by other companies. It therefore may not be possible to compare Celsius’ use of these non-GAAP financial measures with those used by other companies. Industry and Market Data Unless otherwise indicated,

information contained in this presentation concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management

estimates. Management estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and

knowledge of, such industry and markets, which we believe to be reasonable, but we have not independently verified the accuracy of this information. Any industry forecasts are based on data (including third-party data), models and experience of

various professionals and are based on various assumptions, all of which are subject to change without notice. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future

performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Forward- Looking Statements.” These and other factors could cause results to differ materially from those expressed in

the estimates made by the independent parties and by us. 2

A LEADING portfolio of category-disrupting brands Q1 2026 U.S. Energy

Drink Market Share Weighted retail distribution (%acv) Q1 2026 U.S. Retail Sales Dollar Growth Portfolio In RTD Energy Energy Portfolio In the U.S. 3 1. Circana US MULO+ W/C, CELSIUS INC RTD Energy L13W ended 3/29/2026 2. Includes Alani Nu retails

sales since acquisition date of 4/1/2025 and Rockstar retail sales since acquisition date of 8/28/2025

Q1 2026 BEVERAGE RANKINGS WE ARE A TOP-10 Contribution to $ Retail Sales

$ Retail Sales Chg. yoy Parent Company Rank beverage COMPANY (Billions) (Billions) q1 2026 LRB Growth $7.00 $0.52 22.4% 1 2 $6.12 $0.04 1.6% 3 $3.66 $0.11 4.8% $2.50 $0.26 11.0% 4 5 $2.40 $0.21 8.9% 6 $1.45 $0.77 14.4% $1.31 $0.07 3.2% 7 $0.46 $0.02

0.9% 8 9 $0.37 $0.03 1.2% 10 $0.35 ($0.01) - 4 Circana TOTAL U.S. Bev & RTD ENERGY MULO+ W/C L13W Ending 3/29/2026 Parent Company Rollup; US Tracked Retail Sales Only | Private Label Excluded

CELSIUS: Powering Performance in Modern Energy PERFORMANCE Function

Fitness-first positioning built for Sustained energy, zero sugar, workouts and daily movement metabolism support CONSUMER FLAVOR INNOVATION Active, health-conscious Fruit-forward, crisp flavors consumers fueling performance 5 5 5

ALANI Nu: Igniting A new era of energy Shifted An Entire category 1 #4

in Energy 2 70% Women AGE 18-44 Thrives on 3 Pillars FLAVOR FUN Fans Nostalgic, INVITING, Escapism, fueled Passionate, iconic by design dedicated community 6 1. Circana TOTAL U.S. MULO+ w/C, RTD Energy L52W ending 12/28/2025 6 2. Numerator survey,

TTL market, L26W pe 10/6/2024

ROCKSTAR: Next Generation Energy for the Core Consumer Broad Energy

Distinct Portfolio Category Reach ROLE 2 Caters to a $17.8 billion core ~70% male age 18-44 1 2 energy market Full-flavor energy for core occasions: sports, music, gaming Powering 25 years Iconic flavors a new era of of disrupting and time-tested

ingredients high-performance lifestyles conventional appealing to the next energy generation energy consumer 1. Circana TOTAL U.S. MULO+ w/C, Legacy RTD Energy L52W Ending 12/28/2025 7 2. Celsius Consumer Studies N=1,500

Disrupting the energy category with trusted, better-for-you functional

beverages that fit how people live today. 1,2 CELSIUS PORTFOLIO RETAIL SALES ACROSS TRACKED CHANNELS Q1 2026 (MULO+ W/C | BILLIONS) $1.60 $1.40 Acquired Rockstar Energy Market share $1.20 Acquired Alani Nu $1.00 $0.80 $0.60 Retail sales $0.40 $0.20

$0.00 YOY Growth Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 8 1. Circana US MULO+ W/C, CELSIUS INC RTD Energy by 13W Periods 2023-2026 ended 3/29/2026 2. Includes Alani Nu retails sales

since acquisition date of 4/1/2025 and Rockstar retail sales since acquisition date of 8/28/2025 Billions $0.40 $0.55 $0.64 $0.61 $0.66 $0.73 $0.69 $0.63 $0.64 $1.19 $1.27 $1.30 $1.45

is growing the energy 1,2 CELSIUS PORTFOLIO CONTRIBUTION TO ENERGY

CATEGORY GROWTH drink Category (MULO+ W/C) 50% 46% 44% 45% 41% 40% 37% 33% 35% 33% 32% 30% 28% 26% 23% 25% 20% 16% 15% 10% 4% 5% 0% 0% Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 9 1.

Circana US MULO+ W/C, CELSIUS INC RTD Energy by 13W Periods 2023-2026, ended 3/29/2026 9 2. Includes Alani Nu retails sales since acquisition date of 4/1/2025 and Rockstar retail sales since acquisition date of 8/28/2025

WHY CELSIUS HOLDINGS We operate in a rapidly growing category We are

capitalizing on evolving consumer trends that are driving increased demand We have a leading total energy portfolio that is positioned to win We have an evolved, scaled operating model We Believe we are well positioned for continued growth &

improving profitability C E L SIU S H O L D IN G S, IN C . | C A G N Y IN V E STO R P R E SE N TATIO N 10

Proven growth strategy with disciplined execution PEOPLE PLACES OFTEN

Executing our growth strategy in an evolved way 11 The FDA recommends healthy adults consume no more than 400mg of caffeine per day.

METHODICAL APPROACH TO INTERNATIONAL GROWTH in 2026 & beyond 1

Market Size by Country (USD) US $28.5 billion B r it a in $2.79 billion Au s t r al i a $2.06 billion F ra nc e $945 million Ne t h e rl a nd s $790 million C an ad a $723 million S p a i n $591 million S w ed en $588 million New Zealand $317

million I re l a nd $268 million 1 Market All Data is L52W End 3/22/2026 USA Circana total us energy drinks category mulo+w/ convenience, L52w end 3/22/2026 Ireland Nielsen IE_Tot Scantrack GB Nielsen GB_Tot Cov NED Nielsen Total Supermarkten Excl.

Tankstations + Tankstations Belgium Nielsen Discounters, Proximity + Drug, Supermarkets France Nielsen HMSM + PROXI + DRIVE + SDMP Spain Nielsen HIPER+SUPER+INDEP+EESS+ONLINE Portugal Nielsen PORTUGAL MARKETTRACK Sweden Nielsen Grocery & Service

Trade Canada Nielsen Grocery Banner, Mass Merchandiser, Drug, Convenience & Gas Banner Australia Circana Australia Grocery & Convenience MAT New zealand circana New Zealand Grocery & Convenience MAT 12

Q1 2026 key messages Record Q1 2026 revenue of $782.6M (+138% YoY),

driven by the Alani Nu and Rockstar acquisitions. Portfolio share reached 20.9% of U.S. tracked energy, up 1,000 bps vs. CELSIUS standalone share in Q1 2025. Portfolio integration milestones advanced: Alani Nu integration completed, ~$50M of

synergies captured, PepsiCo DSD transition substantially completed; Rockstar integration on track for completion in 1H 2026. Innovation and assortment discipline supported momentum across the portfolio, with Alani Nu Lime Slush performing especially

well and CELSIUS Fizz Free continuing to expand distribution. Retail resets support additional space gains: approximately +17% for CELSIUS, +100% for Alani Nu, and Rockstar net space maintained during assortment reconfiguration. 13

Q1 2026 financial Results Summary Financials Q1 2026 Q1 2025 Change

(millions except for percentages & EPS) Revenue $782.6 $329.3 138% $747.3 $306.5 144% North America $35.3 $22.7 55% International Gross Margin 48.3% 52.3% -400 BPS Net Income $110.1 $44.4 148% $85.1 $34.4 147% Net Income att. to Common

Shareholders Diluted EPS $0.33 $0.15 120% Adjusted Diluted EPS $0.41 $0.18 128% Adjusted EBITDA $195.5 $69.7 181% 14

Energy mulo+w/c TOP 3 PORTFOLIO $ SHARE OF MULO+ W/C BY QUARTER

2023-PRESENT dollar share Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 MONSTER (PORTFOLIO) RED BULL CELH (PORTFOLIO) 15 1. Circana Total US MULO+ W/C dollar share of RTD Energy by quarter

ended 3/29/2026 15 2. Includes Alani Nu retails sales since acquisition date of 4/1/25 and Rockstar retail sales since acquisition date of 8/28/2025 38.9 36.9 8.1 37.2 36.7 9.6 35.9 35.9 11.1 35.7 36.2 11.3 35.1 35.6 12.2 34.9 36.2 12.2 34.7 36.4

11.7 34.4 37.5 10.9 34.0 37.0 10.8 32.9 36.7 17.2 32.9 35.0 18.3 33.9 34.8 19.9 32.6 34.7 20.9

CELSIUS HOLDINGS $900M Consolidated $800M $35M $25M $23M $22M revenue

$700M $600M $500M $20M $400M $14M $16M $747M $15M $714M $702M $700M $20M $23M $15M $300M $19M $11M $200M $382M $371M $340M $333M $311M $312M $307M $249M $247M $100M $0M Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2023 2024 2025 2026 North America

International 16 1. Acquired Alani Nu 4/1/2025 2. Acquired Rockstar Energy in U.S. and Canada 8/28/2025

Gross profit PERCENTAGES REPRESENT QUARTERLY PERCENTAGE OF REVENUE 60%

& Adjusted Ebitda 52.3% 51.5% 51.3% Margin 48.3% 50% 47.4% 40% 28.4% 28.4% 30% 25.0% 21.2% 18.6% 20% 10% 0% Q1 2026 Q2 2025 Q3 2025 Q1 2025 Q4 2025 GROSS PROFIT MARGIN ADJ EBITDA MARGIN NOTE 1. For GAAP to non-GAAP Adjusted EBITDA schedules for

previous quarters, refer to prior investor presentations accessible at https://ir.celsiusholdingsinc.com 17

Q2 2026 updates Tracked CIRCANA DATA Portfolio brand updates C E L SIU

S H O L D IN G S, IN C . | C A G N Y IN V E STO R P R E SE N TATIO N 18

MULO+C BREADTH — 22 OF 42 MARKETS ABOVE 21% SHARE MULO+C

Portfolio Share Distribution (L13W) 20 18 16 16 15 14 12 of 42 measured MULO+C 10 markets hold portfolio 8 7 6 share above 21% 4 4 Every measured market sits at or above 15% 2 portfolio share — no gaps in our presence, in 0 measured channels.

24%+ 21-23% 18-20% 15-17% L13W Portfolio Share Range We are a top-tier portfolio in RTD Energy — 22 of our 42 measured MULO+C markets sit above 21% share, with seven above 24%, and no measured market below 15%. Source: Circana US Convenience,

CELSIUS INC RTD Energy L13W ended 5/17/2026 19 Number of Markets

C-STORE — SIGNIFICANT RUNWAY VS. MEASURED CHANNELS C-Store

Portfolio Share Distribution (L13W) 25 21 20 18 15 of 43 C-Store markets at 10 or above 16% portfolio share (L13W) 5 Only 2 markets above 20% in C-Store vs. 22 in 2 2 MULO+C — the gap represents distribution and 0 execution runway,

particularly for Alani Nu. 20%+ 16-19% 12-15% <12% L13W Portfolio Share Range Our convenience channel shows meaningful opportunity — 23 markets at or above 16% today, with a 4-to-6 point gap to measured-channel performance. That gap is our

distribution and execution runway. Source: Circana US Convenience, CELSIUS INC RTD Energy L13W ended 5/17/2026 20 Number of Markets

THREE BRANDS, THREE ROLES, ONE DISCIPLINED SYSTEM 21

Brand CELSIUS — BUILDING A STRONGER, MORE PRODUCTIVE GROWTH BASE

WHAT WE'RE DOING EXECUTION TIMELINE JUNE Q3 Q4 Q1 '27 • Prioritizing top SKUs — “fast cars on track” to improve velocity and TDP Dollars Resets Progressive Foundation Core base more productive • Setting the foundation

for innovation rolling out Q1 2027 complete improvement set with Innovation Launches incremental • Reducing integration disruption during Alani Nu’s Pepsi system rollout • Building structure expected to provide margin expansion,

SPACE GAINS consistency, and efficiency • Resets to be completed by the end of june • 17% space gains across 2026 • Revenue quality and shelf productivity as the measure of • All but hard asset placements for one large

retailer in a newer channel to be completed in success July • Upside Potential from cooler placement opportunities not yet factored into expectations CELSIUS core 12-oz singles grew +11% in convenience — the top-performing SKUs are

responding to the optimization, supporting the case for a sharper, more productive assortment Source: Public Q1 2026 earnings disclosure and Circana US MULO+ W/C, CELSIUS INC RTD Energy L13W ended 5/17/2026. 22

ALANI NU — VELOCITY STRENGTHENING AS DISTRIBUTION EXPANDS

Integration complete. Distribution scaling. Velocity strengthening as the brand reaches more consumers. Q1 net sales C-Store ACV gain (l4W) Incremental Growth Shelf space gains ~60% pro forma YoY growth Now at 91% — up from 65% Jan → May

Across channels in 2026 resets INTEGRATION MILESTONES DURABILITY SIGNALS • Integration completed in Q1 — smooth transition • innovation model lifts the portfolio • ~$50M of annual synergies captured • Not an LTO or

distribution-only story — consumer relevance drives durability • PepsiCo DSD transition substantially complete • Learnings from Celsius dist. handover allowed for reduced disruption risk and a more seamless process Consumers are

finding the brand, buying it, and coming back. Source: Public Q1 2026 earnings disclosure. Circana US MULO+ W/C, CELSIUS INC RTD Energy L13W ended 5/17/2026 23

ROCKSTAR — RESET, REFOCUS, AND STABILIZE Integration nearing

completion — cleaner assortment, better execution, and a distinct role in the portfolio. INTEGRATION PORTFOLIO ROLE 2026 FOCUS On track for completion in the first half of Full-sugar, core energy segment — a $17.8B Stabilization: cleaner

assortment, earned shelf 2026. Learnings from CELSIUS and Alani Nu market. ~70% male, 18-44. Sports, music, space. Net space maintained during accelerating the transition. gaming occasions. assortment reconfiguration. Rockstar gives us another point

of participation in energy. The integration is maturing, and the lessons from our other brands are already making us better. Source: Public Q1 2026 earnings disclosure. 24

Appendix 25

non-gaap ebitda schedule 1 Three months ended Selling, general and

administrative expenses related to (Figures in thousands) March 31, employee non-cash stock-based compensation expense. 2026 2025 Stock-based compensation expense consists of non-cash charges for the estimated fair value of unvested restricted Net

income (GAAP measure) $ 110,099 $ 44,419 share units granted to our employees and directors and the Add back/(Deduct): discount provided under the employee stock purchase plan. The Company believes that the exclusion provides a Net interest income

(expense) 8,851 (7,846) more accurate comparison of operating results and is Provision for income taxes 27,437 16,574 useful to investors to understand the impact that stock- based compensation expense has on its operating results. Depreciation and

amortization expense 9,134 2,611 2 Fees and professional services related to acquisition activity. Non-GAAP EBITDA 155,521 55,758 3 Accrued expense in the quarter ended March 31, 2025, 1 Stock-based compensation 7,626 5,029 related to contractual

co-packer obligations. 4 Distributor termination expense. Foreign exchange (408) (920) 5 2026 accrued expense for estimated liability in 2 Acquisition & Integration Costs 3,755 9,112 connection with certain ongoing litigation for the quarter

ended March 31, 2026. 3 Penalties — 710 4 Distributor Termination 4,427 — 5 Legal Settlement Costs 24,557 — Non-GAAP Adjusted EBITDA $ 195,478 $ 69,689 Non-GAAP Adjusted EBITDA Margin 25.0 % 21.2 % 26

non-gaap eps schedule 1 Add backs and deductions are net of their

respective impacts from tax and reallocation of earnings to Three months ended participating securities. The total tax effect of the adjusted items for the quarter ended March 31, 2026 was $(0.08) per diluted share, which includes the tax March 31,

effect of deductible acquisition costs, distributor termination, and legal settlement costs. Tax effects are 2026 2025 determined based on the tax treatment of the related item, the incremental statutory rate of the jurisdictions pertaining to the

adjustment, and their effects on pre- Diluted Earnings per share (GAAP measure) $0.33 $0.15 tax income (loss). 2 Fees and professional services related to acquisition 1 Add back/(Deduct) : activity. 3 Distributor termination expense. 2 4 Acquisition

and Integration Costs 0.01 0.03 2026 accrued expense for estimated liability in connection with certain ongoing litigation for the 3 quarter ended March 31, 2026. Distributor Termination 0.01 — 4 Legal Settlement Costs 0.06 — Adjusted

Diluted Earnings per share $0.41 $0.18 27

THANK YOU 28

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Document and Entity Information

Jun. 01, 2026

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NASDAQ

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Document Period End Date

Jun. 01, 2026

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CELSIUS HOLDINGS, INC.

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001-34611

Entity Tax Identification Number

20-2745790

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2381 NW Executive Center Drive

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Boca Raton

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