Celsius Holdings, Inc. filed its quarterly report on Form 10-Q with the SEC on November 5, 2026, covering the fiscal quarter ended September 30, 2026, and reporting 250,556,309 shares of common stock outstanding as of October 31, 2026.

Key Highlights

  • Shares outstanding: As of October 31, 2026, Celsius Holdings had 250,556,309 shares of Common Stock, $0.001 par value per share, outstanding.
  • Alani Nu subsidiary: Alani Nutrition LLC is disclosed as a wholly owned subsidiary of the company, acquired on April 1, 2025.
  • Rockstar Acquisition: The company acquired certain assets and liabilities comprising the Rockstar brand in the U.S. and Canada from Pepsi on August 28, 2025.
  • Revolving Credit Facility: The company maintains a revolving credit facility with an aggregate principal amount of up to $100.0 million under its Credit Agreement.
  • Second Refinancing Amendment: A second refinancing amendment to the Credit Agreement was completed on July 15, 2026.
  • Preferred Stock: The company has issued Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, with Series B issued to PepsiCo, Inc. and its subsidiaries.
  • Large accelerated filer: The registrant is classified as a large accelerated filer under Rule 12b-2 of the Exchange Act.

Celsius Holdings' Business Structure and Key Arrangements in the September 2026 Quarter

According to the filing, Celsius Holdings, Inc. (NASDAQ:CELH) is a Nevada corporation headquartered at 2381 NW Executive Center Drive, Boca Raton, Florida 33431. The company markets energy-related beverages and, as disclosed, operates through distribution arrangements with PepsiCo, Inc. and its subsidiaries covering the United States (excluding Puerto Rico and the U.S. Virgin Islands) and select territories in Canada. The U.S. distribution agreement, defined in the filing as the A&R U.S. Distribution Agreement, was entered into in August 2025, and an amended and restated Canadian agreement was also established that month.

The filing discloses that the company entered into what it terms a "Captaincy," described as "an enhanced, long-term arrangement according to which Pepsi uses commercially reasonable efforts to sell and distribute the Company's products in the U.S." This arrangement was part of the broader Pepsi Transactions, which also included the Rockstar Acquisition completed on August 28, 2025. A Channel Transition Amendment governing the transition of Alani Nu distribution territory rights to Pepsi was entered into on May 21, 2026, amending the original Alani Nu Channel Transition Agreement from August 2025.

The filing also references the company's Credit Agreement with UBS AG, Stamford Branch, as administrative and collateral agent. A Second Refinancing Amendment to that agreement was completed on July 15, 2026. The company's equity structure includes both Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, with the Series B shares issued to Pepsi under a Series B Purchase Agreement. Regular dividends on the Preferred Stock are described as recurring dividends declared in accordance with the applicable Certificates of Designation.

What Was Disclosed

Celsius Holdings filed its Form 10-Q for the quarter ended September 30, 2026, disclosing its share count, credit facility details, subsidiary structure including Alani Nu, and ongoing distribution and acquisition arrangements with PepsiCo.