Celsius Holdings, Inc. filed its Form 10-Q for the quarterly period ended June 30, 2026 with the U.S. Securities and Exchange Commission on August 6, 2026, covering the company's financial condition and operations for the three and six months ended June 30, 2026.

Key Highlights

  • Share count: As of July 31, 2026, the company had 253,035,047 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 Celsius Holdings, 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 holds a revolving credit facility under its Credit Agreement in an aggregate principal amount of up to $100.0 million.
  • Second Refinancing Amendment: The company entered into a second refinancing amendment to its Credit Agreement on July 15, 2026.
  • Distribution agreements: Amended and Restated Distribution Agreements with Pepsi covering the U.S. and select territories in Canada were entered into in August 2025.

Celsius Holdings Q2 2026: Key Disclosures on Operations, Acquisitions, and Financing

According to the filing, Celsius Holdings, Inc. (Nasdaq Capital Market: CELH) submitted its quarterly report covering the period ended June 30, 2026. The company is a Nevada corporation headquartered at 2381 NW Executive Center Drive, Boca Raton, Florida 33431, and is classified as a large accelerated filer. The registrant confirmed it is not a shell company and has met all required regulatory filing obligations during the preceding 12 months.

The filing discloses that the company completed the acquisition of Alani Nutrition LLC on April 1, 2025, with Alani Nu now operating as a wholly owned subsidiary. Separately, the company acquired certain assets and liabilities comprising the Rockstar brand in the U.S. (excluding Virgin Islands and Puerto Rico) and Canada from Pepsi on August 28, 2025, in what the filing refers to collectively as the "Pepsi Transactions," which also include an enhanced distribution arrangement called the "Captaincy." Under that arrangement, according to the filing, Pepsi uses commercially reasonable efforts to sell and distribute the company's products in the U.S.

On the financing side, the filing notes that the company's Credit Agreement was originally dated April 1, 2025, and has been amended twice, most recently through a Second Refinancing Amendment on July 15, 2026. The company also holds a revolving credit facility of up to $100.0 million under that agreement. The filing further references outstanding Series A and Series B Convertible Preferred Stock, for which the company declares regular dividends in accordance with the applicable Certificates of Designation. Several derivative and securities class actions are also listed among disclosed legal proceedings.

What Was Disclosed

Celsius Holdings filed its quarterly report for the period ended June 30, 2026, disclosing share count, subsidiary structure, Rockstar and Alani Nu acquisition details, amended distribution agreements with Pepsi, credit facility terms, preferred stock arrangements, and ongoing legal proceedings.