President — Eric Hanson: The President and COO departed the company, triggering severance benefits, indicating a loss of a key executive without an immediate internal promotion or succession plan mentioned.

Results of Operations and Financial Condition. On August 6, 2026, Celsius Holdings, Inc., a Nevada corporation ("Celsius"), issued an earnings release announcing its financial results for the second quarter ended June 30, 2026 and that Celsius' management team will host a webcast that day at 8:00 a.m. Eastern Time to discuss the financial results with the investment community. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by…

Entry into a Material Definitive Agreement. As previously reported, on April 1, 2025, Celsius Holdings, Inc., a Nevada corporation (the “Company”), and its wholly owned subsidiary, Celsius, Inc., as borrowers, certain subsidiaries of the Company as guarantors, the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (the “Agent”), entered into a Credit Agreement (the “Credit Agreement”), providing for a term loan f…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

Results of Operations and Financial Condition. On May 7, 2026, Celsius Holdings, Inc., a Nevada corporation ("Celsius"), issued an earnings release announcing its financial results for the first quarter ended March 31, 2026 and that Celsius' management team will host a webcast that day at 8:00 a.m. Eastern Time to discuss the financial results with the investment community. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by re…

Results of Operations and Financial Condition. On February 26, 2026, Celsius Holdings, Inc., a Nevada corporation ("Celsius"), issued an earnings release announcing its financial results for the fourth quarter and full year ended December 31, 2025 and that Celsius' management team will host a webcast that day at 8:00 a.m. Eastern Time to discuss the financial results with the investment community. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K a…

Director — Mr. Israel Kontorvsky and Mr. Michael Del Pozzo: Two directors resigned from the Board, and two new directors were appointed.

Regulation FD Disclosure. On November 10, 2025, Celsius Holdings, Inc., a Nevada corporation (the “ Company ”), issued a press release announcing that the Company’s Board of Directors (the “ Board ”) approved a share repurchase program, pursuant to which the Company may repurchase up to $300.0 million of shares of its common stock, par value $0.001 per share. Share repurchases, if any, may be executed through various means, including open market purchases, including pursuant to a pre-set trad…

Results of Operations and Financial Condition. On November 6, 2025, Celsius Holdings, Inc., a Nevada corporation ("Celsius"), issued an earnings release announcing its financial results for the third quarter and nine months ended September 30, 2025 and that Celsius' management team will host a webcast that day at 8:00 a.m. Eastern Time to discuss the financial results with the investment community. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

Entry into a Material Definitive Agreement. As previously reported, on April 1, 2025, Celsius Holdings, Inc., a Nevada corporation (the “Company"), and its wholly owned subsidiary, Celsius, Inc., as borrowers, certain subsidiaries of the Company as guarantors, the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (the “Agent”), entered into a Credit Agreement (the “Credit Agreement”), providing for a term loan f…

The Financial Information has or may be presented at meetings with investors, analysts, and others, in whole or in part and possibly with modifications, as the Company seeks opportunities to refinance portions of its outstanding debt and for other general purposes. While the Company continually seeks to act opportunistically, there are no assurances that the Company will complete any refinancing, in whole or in part, of its outstanding indebtedness. As previously reported, the Company complet…

Termination of a Material Definitive Agreement. On the Closing Date, pursuant to the terms of the Series B Purchase Agreement, the parties thereto terminated the Original Purchase Agreement. A description of the material terms of the Original Purchase Agreement is contained in

Following the issuance by the Company of the shares of Series B Preferred Stock in accordance with the Series B Purchase Agreement on the Closing Date, the ability of the Company to declare or pay dividends on shares of its Common Stock, or any shares of other stock of the Company that rank junior to or on parity with the Series B Preferred Stock, either as to the payment of dividends or as to the distribution of assets upon the liquidation, dissolution or winding up of the Company, is subjec…

Director — Michael Del Pozzo: The filing discloses the appointment of a new director to fill a vacancy created by a board size increase, which is a routine governance event rather than an executive departure.

Entry into a Material Definitive Agreement. Securities Purchase Agreement On August 28, 2025 (the “ Closing Date ”), the Company entered into a securities purchase agreement with PepsiCo (the “ Series B Purchase Agreement ”), pursuant to which, on such date, the Company issued and sold to PepsiCo, and PepsiCo purchased from the Company, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), 390,000 shares of a newly created serie…

The Company offered and sold the shares of Series B Preferred Stock to PepsiCo in reliance on the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof. Under the Series B Purchase Agreement, PepsiCo represented that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act and that it was acquiring the shares of Series B Preferred Stock for investment purposes and not with a view to, or for sale in connection with, any distribution t…

Completion of Acquisition or Disposition of Assets. On the Closing Date, the Company consummated the Transactions pursuant to the Transaction Agreement. The information with respect to the Transactions contained in

Results of Operations and Financial Condition. On August 7, 2025, Celsius Holdings, Inc., a Nevada corporation ("Celsius"), issued an earnings release announcing its financial results for the second quarter and six months ended June 30, 2025 and that Celsius' management team will host a webcast that day at 8:00 a.m. Eastern Time to discuss the financial results with the investment community. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is…

Director: The excerpt references the Annual Meeting, indicating a routine board election or appointment rather than a sudden executive departure.

Results of Operations and Financial Condition. On May 6, 2025, Celsius Holdings, Inc., a Nevada corporation ("Celsius"), issued an earnings release announcing its financial results for the first quarter ended March 31, 2025 and that Celsius' management team will host a webcast that day at 8:00 a.m. Eastern Time to discuss the financial results with the investment community. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by re…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Obligation of a Registrant. The information set forth under the section titled “Credit Agreement” in

The descriptions of the Purchase Agreement and the Transactions do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Purchase Agreement, a copy of which Celsius filed as Exhibit 2.1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2025 (the “ February Form 8-K ”), which exhibit is incorporated herein by reference.

Entry into a Material Definitive Agreement. Registration Rights Agreement Pursuant to the Purchase Agreement, on April 1, 2025, Celsius entered into a Registration Rights Agreement with Holdco, MC and TS (the “ Registration Rights Agreement ”) relating to the registration for resale of the Stock Consideration (the “ Registrable Securities ”). Under the Registration Rights Agreement, Celsius has agreed to file a registration statement on Form S-3 or such other form under the Securities Act of…

Unregistered Sales of Equity Securities. The information set forth in the section titled “Introductory Note” of this Report regarding the Stock Consideration is incorporated by reference in this Item 3.02, which information Celsius previously reported in the February Form 8-K. As previously reported in the February Form 8-K, the offer and sale of the Stock Consideration issued to Holdco in connection with the Transactions at the Closing has not been registered under the Securities Act, in rel…