Celsius Holdings Reports Third Quarter 2026 Financial Results

Celsius Holdings Reports Third Quarter 2026 Financial Results

Scalable, multi-brand Modern Energy platform delivers record third quarter revenue of $847 million

Portfolio scale, distinct brand roles and international momentum support long-term growth

Celsius Holdings’ Portfolio contributed approximately 28% of the zero-sugar U.S. energy category’s $773 million growth in the third quarter of 20261

BOCA RATON, Fla.–(BUSINESS WIRE)–
Celsius Holdings, Inc. (Nasdaq: CELH) (“Celsius Holdings” or “the Company”) today reported third quarter 2026 financial results.

Summary of Third Quarter 2026 Financial Results

 

Summary Financials

3Q 2026

3Q 2025

Change

YTD 2026

YTD 2025

Change

 

(Millions except for percentages and EPS)

 

Revenue

$847.2

$725.1

17%

$2,447.8

$1,793.6

36%

 

North America2

$806.2

$702.0

15%

$2,344.2

$1,723.0

36%

 

International3

$41.0

$23.1

78%

$103.6

$70.6

47%

 

Gross Margin

46.8%

51.3%

-450 BPS

47.7%

51.6%

-390 BPS

 

Net Income (loss)

$127.0

$(61.0)

308%

$292.3

$83.3

251%

 

Net Income (loss) to Common Shareholders

$99.5

$(70.7)

241%

$221.0

$54.7

304%

 

Diluted EPS

$0.39

$(0.27)

244%

$0.86

$0.22

291%

 

Adjusted Diluted EPS*

$0.41

$0.42

(2)%

$1.19

$1.10

8%

 

Adjusted EBITDA*

$198.6

$205.6

(3)%

$578.3

$485.6

19%

 

*The Company reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), but management believes that disclosure of Adjusted EBITDA and Adjusted Diluted EPS, which are non-GAAP financial measures that management uses to assess our performance, may provide users with additional insights into operating performance. Please see “Use of Non-GAAP Measures” and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, both of which can be found below.

John Fieldly, Chairman and CEO of Celsius Holdings, said: “We delivered record quarterly revenue in the third quarter of 2026, reflecting the strength of our scaled, multi-brand Modern Energy platform and continued execution of our total energy portfolio strategy. We continued to make progress to improve CELSIUS brand performance, while advancing operational execution across the portfolio. With today’s brand-led leadership appointments, including welcoming Alex Zigliara to lead brand CELSIUS and appointing Rishi Daing to lead Rockstar Energy & Emerging Growth, we are further strengthening execution against our priorities: realizing the benefits of our integrated platform, improving margins through revenue growth management, supply chain and cost initiatives, and positioning each brand for sustainable growth.”

_______________________________

1 Circana Total US MULO+ w/C L13W ended 9/27/26, RTD Energy.

2 North America refers to the United States and Canada.

3 International excludes Canada, which is included within North America.

FINANCIAL AND MARKET HIGHLIGHTS FOR THE THIRD QUARTER OF 2026

Revenue increased 16.8% to $847.2 million for the three months ended September 30, 2026 compared to $725.1 million for the prior-year period. CELSIUS brand revenue decreased by approximately 6% to $356.8 million in the quarter compared to $381.0 million in the prior-year period due to SKU optimization initiatives, shipment timing related to inventory rebalancing, and softness in the club channel. Alani Nu revenue increased approximately 24% to $410.1 million in the quarter compared to $332.0 million in the prior-year period, due to increased distribution within the PepsiCo DSD system, the successful release of the limited-time Alani Nu Witch’s Brew flavors, the brand’s most successful limited-time-offering (LTO) and continued strong consumer demand. Alani Nu brand growth was partially offset by a higher mix of DSD versus direct sales, which resulted in higher trade investments and billbacks that reduced reported net revenue as well as the discontinuation of certain non-ready-to-drink (RTD) products. Rockstar Energy contributed $80.3 million in revenue during the third quarter of 2026 driven by a strong performance in Canada due to the timing of orders across the second and third quarter of 2026.

CELSIUS brand international revenue increased 78% to approximately $41.0 million for the three months ended September 30, 2026, compared to $23.1 million in the prior-year period due to strong momentum across both our more established Nordic markets and our expansion markets, including Iberia, the UK, Ireland, France, Australia, New Zealand and Benelux.

Gross profit increased 6.4% to $396.3 million for the three months ended September 30, 2026, from $372.3 million in the prior period. Gross profit margin decreased to 46.8% in the quarter from 51.3% in the prior-year period due to continued inflation in commodity costs, primarily aluminum and fuel, as well as a higher mix of DSD sales. These increased costs were partially offset by ongoing efficiencies from the integration of acquired businesses into our supply chain.

Raw material COGS improved during the third quarter of 2026, excluding aluminum and fuel. The Company’s initiatives expected to drive margin expansion over the long term—including freight and freight lane optimization, raw material alignment, revenue growth-management capabilities, and mix improvement through price-pack architecture—continue to progress. Near-term benefits partially offset continued commodity price inflation, particularly in aluminum and fuel. As these initiatives continue to mature, we expect to increasingly benefit from the platform we’ve built through the successful integration of our recent acquisitions.

Selling, general and administrative expenses increased 7.3% to $220.7 million representing 26.1% of revenue for the three months ended September 30, 2026 compared to 28.4% for the prior-year period. Adjusted selling, general and administrative expenses, which excludes litigation costs and acquisition-related costs, represented 25.5% of revenue in the third quarter of 2026.4

Diluted earnings per share for the third quarter of 2026 was $0.39 compared to a loss of $(0.27) per share for the prior-year period. Non-GAAP adjusted diluted earnings per share for the third quarter of 2026 was $0.41 compared to $0.42 for the prior-year period.

The Company repurchased approximately $44.5 million of shares during the third quarter of 2026 under the Company’s $300 million share repurchase authorization, reflecting our confidence in the business and our focus on long-term shareholder value creation.

Retail Performance

Retail sales of the Celsius Holdings portfolio (CELSIUS, Alani Nu and Rockstar Energy) in U.S. tracked channels increased 14.7% for the 13-week period ended September 27, 2026.5 Celsius Holdings held an approximate 20.7% dollar share5 in the U.S. RTD energy category for the period. The Celsius Holdings portfolio remained a key driver of category growth, contributing approximately 28% of the zero-sugar U.S. energy category’s $773 million growth during the third quarter of 2026.5

CELSIUS brand held a 9.1% dollar share in the U.S. RTD energy category for the 13-week period ended September 27, 2026,5 whereas retail sales decreased 7.0% primarily due to the Company’s portfolio optimization initiatives.

Alani Nu retail sales increased 57.9% year over year for the 13-week period ended September 27, 20265 driven by continued innovation, expanded distribution and continued brand adoption by new consumers. Alani Nu held a 9.8% dollar share in the U.S. RTD energy category for the period5.

Rockstar Energy retail sales decreased 13.2% year over year for the 13-week period ended September 27, 20265 due to planned portfolio SKU optimization. Rockstar Energy held a 1.8% dollar share in the U.S. RTD energy category for the period5. Celsius Holdings acquired the Rockstar Energy brand in the U.S. and Canada on August 28, 2025.

_______________________________

4 Please see “Use of Non-GAAP Measures”

5 Circana Total US MULO+ w/C L13W ended 9/27/26, RTD Energy

2026 YEAR-TO-DATE FINANCIAL HIGHLIGHTS

For the nine months ended September 30, 2026, revenue totaled approximately $2,447.8 million—compared to $1,793.6 million for the prior-year period, representing growth of 36.5%. The increase reflected the Alani Nu expansion into the PepsiCo DSD network in the U.S. and Canada as well as the acquisition of Rockstar Energy on August 28, 2025. Alani Nu generated a revenue increase of approximately 80% to $1,142.6 million during the nine months ended September 30, 2026, driven by strong consumer demand, increased distribution within the PepsiCo DSD network, and the continued success of the brand’s limited-time offering flavors. Rockstar Energy contributed approximately $213.5 million in revenue for the nine months ended September 30, 2026. CELSIUS brand revenue decreased approximately 5% to $1,091.7 million compared to the prior-year period, reflecting a planned moderation in innovation activity during the period in conjunction with portfolio optimization initiatives implemented in conjunction with the integration of our recent acquisitions and Alani Nu’s distribution transition, increased trade and promotional investment, shipment timing related to inventory rebalancing and softness in the club channel.

CELSIUS brand international revenue totaled $103.6 million for the nine months ended September 30, 2026, representing a 47% increase compared to the prior-year period, driven by growth in the Nordics and continued momentum in our expansion markets including Iberia, the UK, Ireland, France, Australia, New Zealand and Benelux.

For the nine months ended September 30, 2026, gross profit increased by 26.2% to $1,168.0 million from the prior-year period. Gross profit margin was 47.7% for the nine months ended September 30, 2026, compared to 51.6% for the prior-year period, reflecting higher fuel and commodity costs, higher volume mix into our DSD system as well as costs associated with integrating our acquired businesses into our supply chain.

Selling, general and administrative expenses for the nine months ended September 30, 2026, increased 22.9%, to $692.9 million from the prior-year period, representing 28.3% of revenue compared to 31.4% for the same period in 2025. Adjusted selling, general and administrative expenses, which excludes litigation costs and acquisition-related costs, represented 26.8% of revenue for the nine months ended September 30, 2026.6

Diluted earnings per share for the nine months ended September 30, 2026 was $0.86 compared to $0.22 for the prior-year period. Non-GAAP adjusted diluted earnings per share for the nine months ended September 30, 2026 was $1.19 compared to $1.10 for the prior-year period.

For the nine months ended September 30, 2026, the Company repurchased approximately $168.8 million of shares under the Company’s $300 million share repurchase authorization, reflecting our confidence in the business and our focus on long-term shareholder value creation.

_______________________________

6 Please see “Use of Non-GAAP Measures”

Third Quarter Earnings Webcast

Management will host a webcast today, Thursday, November 5, 2026, at 8:00 a.m. ET to discuss the Company’s third quarter 2026 financial results with the investment community. Investors are invited to join the webcast accessible from https://ir.celsiusholdingsinc.com. Downloadable files, an audio replay and transcript will be made available on the Celsius Holdings investor relations website.

New Organizational Structure and Leadership Appointments

The Company issued a separate press release today announcing its new brand-led organizational structure and the appointments of Alex Zigliara as President, CELSIUS®, and Rishi Daing as President, Rockstar® Energy & Emerging Growth. Additional details are available in the separate press release on the Company’s investor relations website at https://ir.celsiusholdingsinc.com.

About Celsius Holdings, Inc.

Celsius Holdings, Inc. (Nasdaq: CELH) is a functional beverage company and the owner of energy drink brand CELSIUS, health and wellness brand Alani Nu and the Rockstar Energy brand in the U.S. and Canada. Born in fitness and pioneering the rapidly growing, functional beverage category, the Company creates and markets leading functional beverage products. For more information, please visit www.celsiusholdingsinc.com.

Forward-Looking Statements

This press release 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: the effectiveness of our recently announced brand led organizational structure and management appointments; 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, our ability to achieve the benefits that we expect to realize as a result of our acquisitions, 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, 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.

CELSIUS HOLDINGS, INC. – FINANCIAL TABLES

Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)

 

 

September 30,

2026

 

December 31,

2025

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

700,617

 

 

$

398,866

 

Restricted cash

 

—

 

 

 

141,121

 

Accounts receivable-net1

 

666,636

 

 

 

755,499

 

Inventories-net

 

371,814

 

 

 

337,698

 

Prepaid expenses and other current assets2

 

98,983

 

 

 

128,806

 

Deferred other costs-current3

 

49,520

 

 

 

49,164

 

Total current assets

 

1,887,570

 

 

 

1,811,154

 

 

 

 

 

Property, plant and equipment-net

 

124,363

 

 

 

87,910

 

Deferred tax assets

 

66,458

 

 

 

96,013

 

Other long-term assets

 

46,034

 

 

 

43,434

 

Deferred other costs-non-current3

 

734,543

 

 

 

771,635

 

Brands-net

 

1,280,181

 

 

 

1,280,311

 

Customer relationships-net

 

93,626

 

 

 

111,604

 

Goodwill

 

919,610

 

 

 

917,560

 

Total Assets

$

5,152,385

 

 

$

5,119,621

 

 

 

 

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable4

$

194,381

 

 

$

137,930

 

Accrued expenses5

 

161,996

 

 

 

230,721

 

Income taxes payable

 

12,570

 

 

 

49,612

 

Accrued distributor termination fees

 

2,083

 

 

 

264,088

 

Accrued promotional allowance6

 

479,164

 

 

 

307,922

 

Contingent consideration

 

—

 

 

 

25,000

 

Deferred revenue – current7

 

33,825

 

 

 

26,988

 

Other current liabilities

 

74,999

 

 

 

36,465

 

Total current liabilities

 

959,018

 

 

 

1,078,726

 

 

 

 

 

Long-term debt

 

667,755

 

 

 

669,926

 

Deferred revenue-non-current3

 

456,166

 

 

 

401,155

 

Other long term liabilities

 

34,103

 

 

 

28,372

 

Total Liabilities

 

2,117,042

 

 

 

2,178,179

 

 

 

 

 

Commitment and contingencies

 

 

 

 

 

 

 

Mezzanine Equity:

 

 

 

Series A convertible preferred stock, $0.001 par value, 1,467 shares issued and outstanding as of both September 30, 2026 and December 31, 2025

 

852,355

 

 

 

852,355

 

Series B convertible preferred stock, $0.001 par value, 390 shares issued and outstanding as of both September 30, 2026 and December 31, 2025

 

907,620

 

 

 

907,620

 

Stockholders’ Equity:

 

 

 

Common stock, $0.001 par value; 400,000 shares authorized, 258,728 shares issued and 251,725 shares outstanding as of September 30, 2026; and 258,108 shares issued and 256,906 shares outstanding as of December 31, 2025, respectively.

 

101

 

 

 

101

 

Treasury stock, at cost, 7,003 shares and 1,202 shares as of September 30, 2026 and December 31, 2025, respectively

 

(228,753

)

 

 

(48,226

)

Additional paid-in capital

 

1,078,166

 

 

 

1,050,518

 

Accumulated other comprehensive income

 

37

 

 

 

3,162

 

Retained earnings

 

425,817

 

 

 

175,912

 

Total Stockholders’ Equity

 

1,275,368

 

 

 

1,181,467

 

Total Liabilities, Mezzanine Equity and Stockholders’ Equity

$

5,152,385

 

 

$

5,119,621

 

_______________________________

1 Includes $390.3 million and $349.1 million from a related party as of September 30, 2026 and December 31, 2025, respectively.

2 Includes no amounts from a related party as of September 30, 2026 and $64.2 million from a related party as of December 31, 2025.

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

4 Includes $43.4 million and $28.6 million from a related party as of September 30, 2026 and December 31, 2025, respectively.

5 Includes $4.6 million and $1.8 million from a related party as of September 30, 2026 and December 31, 2025, respectively.

6 Includes $285.3 million and $128.9 million from a related party as of September 30, 2026 and December 31, 2025, respectively.

7 Includes $30.8 million and $26.3 million from a related party as of September 30, 2026 and December 31, 2025, respectively.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Revenue1

$

847,228

 

 

$

725,106

 

 

$

2,447,768

 

 

$

1,793,641

 

Cost of revenue2

 

450,975

 

 

 

352,827

 

 

 

1,279,760

 

 

 

868,138

 

Gross profit

 

396,253

 

 

 

372,279

 

 

 

1,168,008

 

 

 

925,503

 

Selling, general and administrative expenses3

 

220,709

 

 

 

205,571

 

 

 

692,930

 

 

 

563,799

 

Distributor termination fees

 

3,481

 

 

 

246,707

 

 

 

88,768

 

 

 

246,707

 

Income (loss) from operations

$

172,063

 

 

$

(79,999

)

 

$

386,310

 

 

$

114,997

 

 

 

 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

 

 

Interest income

 

4,287

 

 

 

4,847

 

 

 

10,957

 

 

 

16,731

 

Interest expense

 

(11,277

)

 

 

(18,243

)

 

 

(34,686

)

 

 

(36,323

)

Other, net4

 

(2,008

)

 

 

5,364

 

 

 

7,549

 

 

 

7,022

 

Total other expense, net

 

(8,998

)

 

 

(8,032

)

 

 

(16,180

)

 

 

(12,570

)

 

 

 

 

 

 

 

 

Net income (loss) before provision for income taxes

 

163,065

 

 

 

(88,031

)

 

 

370,130

 

 

 

102,427

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

(36,109

)

 

 

27,017

 

 

 

(77,783

)

 

 

(19,167

)

Net income (loss)

$

126,956

 

 

$

(61,014

)

 

$

292,347

 

 

$

83,260

 

 

 

 

 

 

 

 

 

Dividends on convertible preferred stock5

 

(14,304

)

 

 

(9,657

)

 

 

(42,446

)

 

 

(23,289

)

Income allocated to participating preferred stock5

 

(13,118

)

 

 

—

 

 

 

(28,888

)

 

 

(5,272

)

Net income (loss) attributable to common shareholders

$

99,534

 

 

$

(70,671

)

 

$

221,013

 

 

$

54,699

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

Foreign currency translation (loss) gain, net of income tax

 

(298

)

 

 

330

 

 

 

(3,125

)

 

 

5,758

 

Comprehensive income (loss)

$

99,236

 

 

$

(70,341

)

 

$

217,888

 

 

$

60,457

 

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

 

 

 

 

 

 

Basic

$

0.39

 

 

$

(0.27

)

 

$

0.87

 

 

$

0.22

 

Diluted

$

0.39

 

 

$

(0.27

)

 

$

0.86

 

 

$

0.22

 

_______________________________

1

Includes $547.4 million and $1,501.4 million for the three and nine months ended September 30, 2026 respectively, and $257.0 million and $691.3 million for the three and nine months ended September 30, 2025, respectively, in each case from a related party.

2

Includes $0.1 million and $12.5 million for the three and nine months ended September 30, 2026 respectively, to a related party, and $0.8 million for the three and nine months ended September 30, 2025.

3

Includes $1.4 million and $5.2 million for the three and nine months ended September 30, 2026 respectively, and $2.4 million and $3.2 million for the three and nine months ended September 30, 2025, respectively, to a related party.

4

Includes $0.0 million and $10.6 million for the three and nine months ended September 30, 2026, respectively, from a related party, and $6.6 million amounts from a related party for the three and nine months ended September 30, 2025.

5

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

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

 

Reconciliation of GAAP Net Income to non-GAAP Adjusted EBITDA and non-GAAP Adjusted EBITDA Margin

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Net income (loss) (GAAP measure)

$

126,956

 

 

$

(61,014

)

 

$

292,347

 

 

$

83,260

 

Add back/(Deduct):

 

 

 

 

 

 

 

Net interest expense

 

6,990

 

 

 

13,396

 

 

 

23,729

 

 

 

19,592

 

Provision for income taxes

 

36,109

 

 

 

(27,017

)

 

 

77,783

 

 

 

19,167

 

Depreciation and amortization expense

 

10,621

 

 

 

8,786

 

 

 

29,859

 

 

 

20,516

 

Non-GAAP EBITDA (loss)

 

180,676

 

 

 

(65,849

)

 

 

423,718

 

 

 

142,535

 

Stock-based compensation1

 

8,714

 

 

 

7,384

 

 

 

26,905

 

 

 

18,847

 

Inventory Step-Up Adjustment

 

—

 

 

 

756

 

 

 

—

 

 

 

22,448

 

Reorganization Costs

 

1,512

 

 

 

—

 

 

 

1,512

 

 

 

482

 

Foreign exchange

 

1,006

 

 

 

1,258

 

 

 

1,995

 

 

 

(462

)

Acquisition and Integration Costs2

 

1,618

 

 

 

15,322

 

 

 

9,179

 

 

 

54,289

 

Penalties3

 

—

 

 

 

—

 

 

 

—

 

 

 

710

 

Distributor Termination4

 

3,481

 

 

 

246,707

 

 

 

88,768

 

 

 

246,707

 

Legal Settlement Costs5

 

1,212

 

 

 

—

 

 

 

25,769

 

 

 

—

 

Information Technology Transition Costs6

 

414

 

 

 

—

 

 

 

414

 

 

 

—

 

Non-GAAP Adjusted EBITDA

$

198,633

 

 

$

205,578

 

 

$

578,260

 

 

$

485,556

 

 

 

 

 

 

 

 

 

Non-GAAP Adjusted EBITDA Margin

 

23.4

%

 

 

28.4

%

 

 

23.6

%

 

 

27.1

%

Reconciliation of GAAP diluted Earnings per share to non-GAAP Adjusted diluted Earnings per share

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Diluted earnings (loss) per share (GAAP measure)

$

0.39

 

 

$

(0.27

)

 

$

0.86

 

 

$

0.22

 

Add back/(Deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition and Integration Costs2

 

0.01

 

 

 

0.05

 

 

 

0.03

 

 

 

0.20

 

Distributor Termination4

 

0.01

 

 

 

0.86

 

 

 

0.31

 

 

 

0.89

 

Inventory Step-Up Adjustment

 

—

 

 

 

—

 

 

 

—

 

 

 

0.08

 

Legal Settlement Costs5

 

—

 

 

 

—

 

 

 

0.09

 

 

 

—

 

Reorganization Costs7

 

0.01

 

 

 

—

 

 

 

0.01

 

 

 

—

 

Tax Impact8

 

(0.01

)

 

 

(0.22

)

 

 

(0.11

)

 

 

(0.29

)

Non-GAAP adjusted diluted earnings per share

$

0.41

 

 

$

0.42

 

 

$

1.19

 

 

$

1.10

 

_______________________________

1 Selling, general and administrative expenses related to employee non-cash stock-based compensation expense. Stock-based compensation expense consists of non-cash charges for the estimated fair value of unvested restricted share units granted to our employees and directors and the discount provided under the employee stock purchase plan. The Company believes that the exclusion provides a more accurate comparison of operating results and is useful to investors to understand the impact that stock-based compensation expense has on the Company’s operating results.

2 Fees and professional services related to acquisition and integration activity.

3 Accrued expense as of the three months ended March 31, 2025 related to contractual co-packer obligations.

4 Distributor termination expense.

5 2026 accrued expense for estimated liability in connection with certain ongoing litigation for the three months ended March 31, 2026 as well as for the three months ended September 30, 2026.

6 Information technology transition costs consists of expenses incurred related to the Company’s information technology transitions, primarily related to ERP system implementation. These expenses are related to temporary support and redundant expenses incurred from duplicative technology platforms, which are incremental costs directly associated with technology transitions and are not considered to be reflective of the ongoing expenses of operating the Company’s technology.

7 Represents severance and other related costs.

8 The total tax effect of the adjusted items for the three months ended September 30, 2026 was $(0.01) per diluted share and for the nine months ended September 30, 2026 was $(0.11) per diluted share, which includes the tax effect of deductible acquisition costs, information technology transition costs, distributor termination expense, reorganization costs, and legal settlement costs. Tax effects are 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-tax income (loss).

Reconciliation of GAAP SG&A as a % of Revenue to non-GAAP Adjusted SG&A as a % of Revenue

 

 

Three Months Ended September 30,

Nine Months Ended September 30,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Sales and Marketing expense

$

162,004

 

 

$

147,831

 

 

$

494,499

 

 

$

379,569

 

Percentage of Revenue

 

19.1

%

 

 

20.4

%

 

 

20.2

%

 

 

21.2

%

 

 

 

 

 

 

 

 

General and Administrative expense

$

58,705

 

 

$

57,740

 

 

$

198,431

 

 

$

184,230

 

Percentage of Revenue

 

6.9

%

 

 

8.0

%

 

 

8.1

%

 

 

10.3

%

(Deduct):

 

 

 

 

 

 

 

Acquisition and Integration Costs1

 

(1,618

)

 

 

(15,322

)

 

 

(9,179

)

 

 

(54,289

)

Penalties2

 

—

 

 

 

—

 

 

 

—

 

 

 

(710

)

Legal Settlement Costs3

 

(1,212

)

 

 

—

 

 

 

(25,769

)

 

 

—

 

Information Technology Transition Costs

 

(414

)

 

$

—

 

 

 

(414

)

 

 

—

 

Reorganization Costs

 

(1,512

)

 

$

—

 

 

 

(1,512

)

 

 

(482

)

Non-GAAP Adjusted General and Administrative expense

$

53,949

 

 

$

42,418

 

 

$

161,557

 

 

$

128,749

 

Percentage of Revenue

 

6.4

%

 

 

5.8

%

 

 

6.6

%

 

 

7.2

%

 

 

 

 

 

 

 

 

Selling, General and Administrative expenses

$

220,709

 

 

$

205,571

 

 

$

692,930

 

 

$

563,799

 

Percentage of Revenue

 

26.1

%

 

 

28.4

%

 

 

28.3

%

 

 

31.4

%

(Deduct):

 

 

 

 

 

 

 

Acquisition and Integration Costs1

 

(1,618

)

 

 

(15,322

)

 

 

(9,179

)

 

 

(54,289

)

Penalties2

 

—

 

 

 

—

 

 

 

—

 

 

 

(710

)

Legal Settlement Costs3

 

(1,212

)

 

 

—

 

 

 

(25,769

)

 

 

—

 

Information Technology Transition Costs4

 

(414

)

 

 

—

 

 

 

(414

)

 

 

—

 

Reorganization Costs5

 

(1,512

)

 

 

—

 

 

 

(1,512

)

 

 

(482

)

Non-GAAP Adjusted SG&A

$

215,953

 

 

$

190,249

 

 

$

656,056

 

 

$

508,318

 

Percentage of Revenue

 

25.5

%

 

 

26.2

%

 

 

26.8

%

 

 

28.3

%

_______________________________

1 Fees and professional services related to acquisition and integration activity.

2 Accrued expense as of the three months ended March 31, 2025 related to contractual co-packer obligations.

3 2026 accrued expense for estimated liability in connection with certain ongoing litigation for the three months ended March 31, 2026 as well as for the three months ended September 30, 2026.

4 Information technology transition costs consists of expenses incurred related to the Company’s information technology transitions, primarily related to ERP system implementation. These expenses are related to temporary support and redundant expenses incurred from duplicative technology platforms, which are incremental costs directly associated with technology transitions and are not considered to be reflective of the ongoing expenses of operating the Company’s technology.

5 Represents severance and other related costs.

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 fees, legal settlement costs, reorganization costs, acquisition and integration costs, penalties, and inventory step-up adjustment. Adjusted SG&A is GAAP SG&A adjusted for acquisition costs, reorganization costs, IT transition 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 a 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.

Paul Wiseman

Investors: [email protected]

Press: [email protected]

KEYWORDS: Florida United States North America

INDUSTRY KEYWORDS: Food/Beverage Retail

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