Form 8-K - Current report

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): May 7, 2024

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-34611

20-2745790

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431

(Address of principal executive offices and zip code)


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

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 (see General Instruction A.2. below):


			☐			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 o

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. o

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2024, Celsius Holdings, Inc. a Nevada corporation ("Celsius") issued an earnings release announcing its financial results for the first quarter ended March 31, 2024; and announcing that Celsius' Management team will host a conference call that day at 10:00 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 reference in this Item 2.02.

Persons desiring to participate in the conference call, please call one of the following telephone numbers at least 10 minutes before the start of the call:

USA / International Toll +1 (646) 307-1963

USA - Toll-Free (800) 715-9871

Canada - Toronto (647) 932-3411

Canada - Toll-Free (800) 715-9871

Webcast: https://events.q4inc.com/attendee/221116293

Item 7.01 Regulation FD Disclosure.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01. In addition, Celsius is providing a First Quarter 2024 Investor Presentation which it has furnished as Exhibit 99.2 to this Current Report on Form 8-K and which is incorporated by reference in this Item 7.01.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 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 No						Description
99.1						Earnings Release dated May 7, 2024
99.2						First Quarter 2024 Investor Presentation dated May 7, 2024
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: May 7, 2024	By:	/s/ John Fieldly
		John Fieldly, Chief Executive Officer

Celsius Holdings Reports First Quarter 2024 Financial Results

Record first quarter revenue of $355.7 million, up 37% year over year

Record first quarter gross profit of $182.2 million, up 60% year over year

First quarter diluted EPS of $0.27, up 108% year over year

BOCA RATON, Fla., May 07, 2024 -— Celsius Holdings, Inc. (Nasdaq: CELH), maker of CELSIUS®, the premium lifestyle energy drink formulated to power active lifestyles with ESSENTIAL ENERGY™, today reported record first quarter 2024 financial results.


Summary Financials	1Q 2024	1Q 2023	Change
(Millions except for percentages and EPS)
Revenue	$355.7	$259.9	37%
N. America	$339.5	$248.6	37%
International	$16.2	$11.3	43%
Gross Margin	51.2%	43.8%	+740 BPS
Net Income	$77.8	$41.2	89%
Net Income att. to Common Shareholders	$64.8	$31.5	106%
Diluted EPS	$0.27	$0.13	108%
Adjusted EBITDA*	$88.0	$48.7	81%

John Fieldly, Chairman and CEO of Celsius Holdings, Inc., said: “Celsius reported its best first quarter ever driving record revenue and contributing 47%1 of the quarterly year-over-year growth in the energy drink category. Our category share of 11.5 percent as of April 142 reflects the early impact of shelf space gains that we are earning from company-record and ongoing retailer resets, which we believe will serve as a flywheel for our continued growth. Celsius product innovation this year has delighted consumers with the most refreshing products we’ve ever created.”

Jarrod Langhans, Chief Financial Officer of Celsius Holdings, Inc., said: “Celsius’ first quarter revenue of $356 million and year-over-year growth of 37 percent is a record, despite changes in days on hand inventory by our largest customer. Our solid 51 percent first quarter gross margin reflects a balanced and disciplined approach to leveraging while simultaneously building the business and expanding globally, as well as an accelerated benefit from raw materials pricing and reduced freight costs.”

*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, a non-GAAP financial measure 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 this non-GAAP measure to the most directly comparable GAAP measure, both of which can be found below.

1 Circana Total US MULOC L13W Ended 3/31/24, RTD Energy

2 Circana Total US MULOC L4W Ended 4/14/24, RTD Energy

FINANCIAL HIGHLIGHTS FOR THE FIRST QUARTER 2024

Revenue for the first quarter increased 37% to $355.7 million compared to $259.9 million for the prior-year period, driven primarily by the North American business and the company’s success in sustaining consumer demand growth, delivering unique innovation and overall channel growth, offset in part by inventory movements within our largest distributor where first quarter 2024 inventory days on hand declined versus the fourth quarter resulting in an approximate $20 million impact, while first quarter 2023 revenue benefited from an inventory buildup of approximately $25 million. Ongoing inventory fluctuations may be expected in subsequent quarters because our largest distributor constituted 62% of our total North American sales during the first quarter of 2024. However, retail sales of Celsius in total U.S. MULOC grew by 72.1% in the first quarter of 2024 year over year3, and subsequent-period sales show ongoing consumer demand, as reported by Circana for the period ended April 21, 2024, (L1W +48.8% YoY; L4W +51.0% YoY; YTD +67.2% YoY)4. Revenue from U.S. and Canadian sales are reported together as North America.

International sales of $16.2 million increased 43% from $11.3 million for the prior-year period, driven by ongoing velocity improvements and product launches.

Gross profit for the first quarter of 2024 increased 60% to $182.2 million compared to $113.8 million for the prior-year quarter. Gross profit as a percentage of revenue was 51% for the three months ended March 31, 2024, up from 44% for the prior-year period, as a result of lower freight and materials costs.

Diluted earnings per share for the first quarter increased 108% to $0.27 compared to $0.13 for the prior-year period, driven by improvements in gross margin and leverage across SG&A.

BUSINESS OPERATIONS & COMPANY HIGHLIGHTS

Share Growth

Celsius held an 11.5% share in the energy drink category in total U.S. MULOC for the last four weeks ended April 14, 2024, – a one-point increase over the prior quarter and approximately four points higher than one year ago5. This share performance delivered quarter-over-quarter sales growth for Celsius of 9.6% during a period when the

3 Circana Total US MULOC L13W ended 3/31/24, RTD Energy

4 Circana Total US MULOC ended 4/21/24, RTD Energy

5 Circana Total US MULOC L4W ended 4/14/24, RTD Energy

energy category declined 0.4%. Sugar-free segment sales in the first quarter were approximately 50% of the energy drink category6.

Average SKUs per retailer increased in the first quarter of 2024 to 20.6 from 13.5 in the prior-year period7. TDPs for the quarter grew 55% year over year and 27% sequentially8.

We estimate that retailers’ spring shelf resets were approximately one-third complete as of March 31, and once concluded, we are expecting our best shelf space gains in company history. The importance of these space increases and placement improvements cannot be overstated. The visual impact of multiple, full shelves of cold Celsius in convenience store coolers and on grocery shelves is a powerful in-store billboard and showcases more of the Celsius product portfolio. The full effect of shelf space gains is expected to be reflected in scanner data beginning in July 2024.

Growth Drivers

Club channel sales in the quarter ended March 31, 2024, increased 36% to $63.0 million compared to $46.5 million in the prior-year period.

Celsius sales on Amazon increased 30% in the quarter ended March 31, 2024, compared to the prior-year period, to approximately $28 million, and Celsius remained the #1 energy drink brand by dollar share9.

Case volume in the food service channel increased 186% year over year and grew 113% quarter over quarter. Approximately 12% of Celsius’ total sales to PepsiCo in the first quarter of 2024 was to the food service channel.

Innovation & Marketing

Sales of CELSIUS Essentials continue to exceed expectations and have reached 54.5% ACV and 4.1 average items sold per store10. CELSIUS Essentials were sold in more than 95,000 stores in the first quarter of 202411.

Celsius introduced new, refreshing 12-ounce flavors in the first quarter, including: CELSIUS Blue Razz Lemonade, CELSIUS Raspberry Peach, CELSIUS Astro Vibe, CELSIUS Galaxy Vibe, as well as new variety packs.

CELSIUS On The Go powders reached the #1 position in the energy powder category in the first quarter of 2024 and have increased category share by 1.7 points since January 2024 to 24%12.

Celsius hosted high-profile influencers and celebrities during the first weekend of the Coachella Valley Music & Arts Festival at the Celsius Cosmic Desert event featuring the Celsius Space Vibe Trilogy (CELSIUS Cosmic Vibe, CELSIUS Astro Vibe, CELSIUS Galaxy Vibe) with exclusive performances by artists T-Pain, Two Friends, DJ Xandra and more.

International Expansion

Sales in Canada began in the first quarter of 2024 and continue to exceed pre-launch expectations. Celsius’ share in the energy category in MULOC in Canada was 5.5% as of Feb. 29, 2024, according to Canadian NiQ data.

Celsius in the first quarter announced plans to expand its sales and distribution into Australia, France, Ireland, New Zealand and the United Kingdom in 2024. Sales in the UK and Ireland began in April through the fitness channel and in select gyms. Sales in Australia, France and New Zealand are expected to begin in the fourth quarter of this year with broadening reach throughout 2025.

6 Circana Total US MULOC RTD energy weekly sugar free dollar share from 4/11/21 – 3/31/24

7 Circana Total US MULOC L13W ended 3/31/24, RTD Energy

8 Circana Total US MULOC L13W ended 3/31/24, RTD Energy

9 Stackline Total US Energy Drink Category L14W ended 3/30/24

10 Circana Total US MULOC L4W ended 3/24/24, RTD Energy

11 Circana Total US MULOC L4W ended 3/24/24, RTD Energy

12Circana Total US MULOC L4W ended 3/24/24, Energy Powders

CONFERENCE CALL

Conference Call

Management will host a conference call and webcast at 10 a.m. EDT on Tuesday, May 7, 2024, to discuss the company’s first quarter results with the investment community. All participants must pre-register to join the Celsius Holdings, Inc. First Quarter 2024 Earnings Conference Call using the participant registration link https://registrations.events/direct/Q4I739144810. A unique registration ID and access details will be provided after registration.

Participants who do not pre-register online may dial in using the phone numbers below and request conference ID 73914 or the Celsius Holdings, Inc. First Quarter 2024 Earnings Conference Call for admittance into the conference.

USA / International Toll +1 (646) 307-1963

USA - Toll-Free (800) 715-9871

Canada - Toronto (647) 932-3411

Canada - Toll-Free (800) 715-9871

Webcast

Participants who wish to join the Celsius Holdings, Inc. First Quarter 2024 Earnings Webcast must register at https://events.q4inc.com/attendee/221116293

Replay of the conference can be accessed through the webcast link

https://events.q4inc.com/attendee/221116293

About Celsius Holdings, Inc.

Celsius Holdings, Inc. (Nasdaq: CELH) is the maker of energy drink brand CELSIUS®, a lifestyle energy drink born in fitness and a pioneer in the rapidly growing energy category. For more information, please visit www.celsiusholdings.com.

Contacts

Paul Wiseman

Investor Contact: investorrelations@celsius.com

Press Contact: press@celsius.com

Forward-Looking Statements

This press release contains statements 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 contain projections of Celsius Holdings’ future results of operations or financial position, or state other forward-looking information. 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”, and variations of these terms, the negatives of such terms and similar expressions. You should not rely on forward-looking statements because Celsius Holdings’ 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 strategic investment by any long term partnership with PepsiCo, Inc.; management’s plans and objectives for international expansion and future operations globally; 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 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 satisfy, in a timely manner, all Securities and Exchange Commission (the “SEC”) required filings and the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted under that Section; and other risks and uncertainties discussed in the reports Celsius Holdings has filed previously with the SEC, such as its Annual Report on Form 10-K, 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. Celsius Holdings does not undertake any obligation to update forward-looking information, except to the extent required by applicable law.

CELSIUS HOLDINGS, INC. - FINANCIAL TABLES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

(Unaudited)


	March 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	879,498	$	755,981

Accounts receivable-net	200,117		183,703
Note receivable-current-net	2,259		2,318
Inventories-net	197,504		229,275
Prepaid expenses and other current assets	21,523		19,503
Deferred other costs-current	14,124		14,124
Total current assets	1,315,025		1,204,904


Property and equipment-net	28,350		24,868
Deferred tax assets	22,437		29,518
Right of use assets-operating leases	1,688		1,957
Right of use assets-finance leases	263		208
Other long-term assets	7,963		291
Deferred other costs-non-current	244,807		248,338
Intangibles-net	11,741		12,139
Goodwill	13,866		14,173
Total Assets	$	1,646,140	$	1,536,396

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	40,196	$	42,840
Accrued expenses	63,871		62,120
Income taxes payable	58,619		50,424

Accrued promotional allowance	129,201		99,787
Lease liability obligation-operating leases	821		980
Lease liability obligation-finance leases	61		59
Deferred revenue-current	9,513		9,513
Other current liabilities	12,987		10,890
Total current liabilities	315,269		276,613

Lease liability obligation-operating leases	850		955
Lease liability obligation-finance leases	245		193
Deferred tax liability	2,248		2,880
Deferred revenue-non-current	164,849		167,227
Total Liabilities	483,461		447,868

Commitment and contingencies

Mezzanine Equity:
Series A convertible preferred shares, $0.001 par value, 5% cumulative dividends; 1,466,666 shares issued and outstanding at each of March 31, 2024 and December 31, 2023, aggregate liquidation preference of $550,000 as of March 31, 2024 and December 31, 2023.	824,488		824,488

Stockholders’ Equity:
Common stock, $0.001 par value; 300,000,000 shares authorized, 233,070,146 and 231,787,482 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively.	78		77
Additional paid-in capital	281,247		276,717
Accumulated other comprehensive loss	(2,055)		(701)
Retained earnings (accumulated deficit)	58,921		(12,053)
Total Stockholders’ Equity	338,191		264,040
Total Liabilities, Mezzanine Equity and Stockholders’ Equity	$	1,646,140	$	1,536,396

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)


	For the Three Months Ended March 31,
	2024		2023
Revenue	$	355,708	$	259,939
Cost of revenue	173,501		146,121
Gross profit	182,207		113,818
Selling, general and administrative expenses	99,017		68,905

Income (loss) from operations	83,190		44,913

Other income (expense):

Interest income on note receivable	28		45
Interest income	9,612		4,924
Foreign exchange loss	(369)		(118)
Total other income	9,271		4,851

Net income before income taxes	92,461		49,764

Income tax expense	(14,650)		(8,537)

Net income	$	77,811	$	41,227

Dividends on Series A preferred shares	(6,837)		(6,781)
Income allocated to participating preferred shares	(6,128)		(2,934)
Net income attributable to common stockholders	$	64,846	$	31,512

Other comprehensive income (loss):
Foreign currency translation (loss) gain, net of income tax	(1,354)		594
Comprehensive income (loss)	$	63,492	$	32,106

*Earnings per share:
Basic	$	0.28	$	0.14
Dilutive	$	0.27	$	0.13

*Please refer to Note 3 in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, for Earnings per Share reconciliations.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Reconciliation of GAAP net income to non-GAAP adjusted EBITDA


	Three months ended March 31,
	2024		2023
Net income (GAAP measure)	$	77,811	$	41,227
Add back/(Deduct):
Net interest income	(9,640)		(4,969)
Income tax expense	14,650		8,537
Depreciation and amortization expense	1,229		549
Non-GAAP EBITDA	84,050		45,344
Stock-based compensation1	3,563		5,507
Foreign exchange	369		118
Distributor Termination2	—		(2,234)

Non-GAAP Adjusted EBITDA	$	87,982	$	48,735

a13

b14

113Selling, 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 unit and stock option awards granted to employees and directors. 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 its operating results.

214 2023 distributor termination represents reversals of accrued termination payments. The unused funds designated for termination expense payments to legacy distributors were reimbursed to Pepsi for the quarter ended June 30, 2023.

USE OF NON-GAAP MEASURES

Celsius defines Adjusted EBITDA as net income before net interest 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 and certain impairment charges. Adjusted EBITDA is a non-GAAP financial measure.

Celsius uses Adjusted EBITDA 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 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 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 is not a recognized term 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, 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.

C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K INVESTOR PRESENTATION May 7, 2024 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K SAFE HARBOR & NON-GAAP MEASURES This press release contains statements 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 contain projections of Celsius Holdings’ future results of operations or financial position, or state other forward-looking information. 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”, and variations of these terms, the negatives of such terms and similar expressions. You should not rely on forward-looking statements because Celsius Holdings’ 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 strategic investment by any long term partnership with PepsiCo, Inc.; management’s plans and objectives for international expansion and future operations globally; 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 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 satisfy, in a timely manner, all Securities and Exchange Commission (the “SEC”) required filings and the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted under that Section; and other risks and uncertainties discussed in the reports Celsius Holdings has filed previously with the SEC, such as its Annual Report on Form 10-K, 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. Celsius Holdings does 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 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 and certain impairment charges. Adjusted EBITDA is a non-GAAP financial measure. Celsius uses Adjusted EBITDA 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 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 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 is not a recognized term 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, 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. 2 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K EXECUTIVE MANAGEMENT John Fieldly Chairman, President, CEO • Appointed Celsius CEO in 2018 • Appointed interim CEO and Chief Financial Officer in 2017 • Served as Celsius CFO 2012-2017 • Certified Public Accountant Jarrod Langhans Chief Financial Officer • Joined Celsius as Chief Financial Officer in 2022 • CFO of Eden Springs 2020-2022 • 20+ years finance and operations experience • Certified Public Accountant Tony Guilfoyle Chief Commercial Officer • Named Celsius Chief Commercial Officer in 2024 • Joined Celsius as EVP sales in 2020 • Previously SVP sales at Rockstar Energy 11 years Kyle Watson Chief Marketing Officer • Named Celsius Chief Marketing Officer in 2024 • Joined Celsius as VP marketing in 2019 • 20+ years marketing and brand experience Toby David Chief of Staff • Named Chief of Staff in 2024 • Joined Celsius as Director of Business Development in 2013 • 20+ years business development and operations experience Paul Storey Chief Supply Chain Officer • Named Chief Supply Chain Officer in 2024 • Joined Celsius as SVP operations in 2021 • Previously VP Operations and Director of Manufacturing at Monster & Rockstar Energy for 15 years Richard Mattessich Chief Legal Officer • Joined Celsius as Chief Legal Officer in 2023 • Deputy General Counsel, Corporate & Securities of ADT, Inc. 2019-2023 • Nearly 30 years of corporate securities law and corporate governance experience 3 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K DIRECTORS JOHN FIELDLY CHAIRMAN HAL KRAVITZ LEAD DIRECTOR CAROLINE LEVY DIRECTOR JOYCE RUSSELL DIRECTOR JIM LEE DIRECTORNICK CASTALDO DIRECTOR CHERYL MILLER DIRECTOR DAMON DESANTIS DIRECTOR A BREADTH OF INDUSTRY, FINANCIAL & EXECUTIVE MANAGEMENT EXPERTISE 4

C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K CELSIUS: THE WORLD’S MOST REFRESHING ENERGY DRINK OUR MISSION: INSPIRE PEOPLE TO LIVE FITTM WITH THE ESSENTIAL ENERGYTM TO ACHIEVE THEIR GOALS #3 ENERGY DRINK IN THE UNITED STATES 4 CELSIUS PRODUCT LINES: CORE | VIBE ESSENTIALS | ENERGY POWDERS PREMIUM BRAND BETTER-FOR-YOU INGREDIENTS ZERO SUGAR 6 COUNTRIES ADDED IN 2024 20 YEARS IN OPERATION NOTES 1. 2023 full-year results, reported Feb. 29, 2024 2. Circana MULOC 2024 Q1 ended 3.31.2024 3. Circana, MULOC, L4W ended 4/20/24 #3 RTD ENERGY 2023 FULL-YEAR FINANCIAL HIGHLIGHTS1 $1.32B revenue 48% gross margin $295.6 adjusted EBITDA CATEGORY GROWTH LEADER Celsius contributed 47% of all energy drink category growth YoY in Q1 20242 #3 total U.S. energy drink share in tracked channels (MULOC) at 11.7%3 5 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K FUNCTION, BACKED BY SCIENCE 6 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K SIX SCIENTIFIC STUDIES 7 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K THE U.S. ENERGY DRINK MARKET CONTINUES TO GROW 64.80% 65.40% 65.80% 66.00% 66.80% 66.90% 67.20% 68.00% 68.50% 69.00% 69.60% 70.50% 1/1 /20 23 2/1 /20 23 3/1 /20 23 4/1 /20 23 5/1 /20 23 6/1 /20 23 7/1 /20 23 8/1 /20 23 9/1 /20 23 10 /1/ 20 23 11 /1/ 20 23 12 /1/ 20 23 ENERGY DRINKS HOUSEHOLD PENETRATION MONTHLY ROLLING 52 WEEKS 5.3% 13.0% 4.7% 8.3% 5.9% 2.0% 2.4% -4.3% -3.5% -3.0% -6.0% -4.0% -2.0% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 2020 2021 2022 2023 2024 RTD ENERGY YEAR-OVER-YEAR UNIT GROWTH VS TOTAL BEVERAGE xENERGY LAST 5 YEARS RTD ENERGY DRINKS TOTAL BEVERAGE MORE HOUSEHOLDS ARE BUYING ENERGY DRINKS, MORE OFTEN NOTES 1. Left Chart: Numerator Trended Metrics Scorecard Energy Category HHP Rolling 52W by Month Jan 2023-Jan 2024 2. Right Chart: Circana US MULOC RTD Energy, DEPT Beverages xRTD Energy 2020-2024 YoY Unit % Chg v YA 8

C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K 2019 2020 2021 2022 2023 2024 CELSIUS CONTRIBUTION TO RTD ENERGY CATEGORY DOLLAR GROWTH CELSIUS IS GROWING THE ENERGY CATEGORY 0.5% 3.5% 7.9% 22.3% 31.3% NOTES 1. Left Chart: Circana US MULOC, RTD Energy full years 2019-2023 2. Right Chart: Circana US MULOC, RTD Energy full years 2019-2023 3. * 2024 YTD through 3/31/24 47.2% * $0.07 $0.10 $0.30 $0.78 $1.88 2019 2020 2021 2022 2023 CELSIUS RETAIL SALES ACROSS TRACKED CHANNELS (MULOC | BILLIONS) 9 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K HEALTH & WELLNESS TRENDS ARE DRIVING ZERO-SUGAR ADOPTION TREND TOWARD ZERO-SUGAR, BETTER FOR YOU, FUNCTIONAL ENERGY CONTINUES 1/14/2018, 30.5% 1/21/2024, 49.9% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0% 55.0% 1/ 14 /2 01 8 3/ 4/ 20 18 4/ 22 /2 01 8 6/ 10 /2 01 8 7/ 29 /2 01 8 9/ 16 /2 01 8 11 /4 /2 01 8 12 /2 3/ 20 18 2/ 10 /2 01 9 3/ 31 /2 01 9 5/ 19 /2 01 9 7/ 7/ 20 19 8/ 25 /2 01 9 10 /1 3/ 20 19 12 /1 /2 01 9 1/ 19 /2 02 0 3/ 8/ 20 20 4/ 26 /2 02 0 6/ 14 /2 02 0 8/ 2/ 20 20 9/ 20 /2 02 0 11 /8 /2 02 0 12 /2 7/ 20 20 2/ 14 /2 02 1 4/ 4/ 20 21 5/ 23 /2 02 1 7/ 11 /2 02 1 8/ 29 /2 02 1 10 /1 7/ 20 21 12 /5 /2 02 1 1/ 23 /2 02 2 3/ 13 /2 02 2 5/ 1/ 20 22 6/ 19 /2 02 2 8/ 7/ 20 22 9/ 25 /2 02 2 11 /1 3/ 20 22 1/ 1/ 20 23 2/ 19 /2 02 3 4/ 9/ 20 23 5/ 28 /2 02 3 7/ 16 /2 02 3 9/ 3/ 20 23 10 /2 2/ 20 23 12 /1 0/ 20 23 SUGAR FREE SHARE OF RTD ENERGY BY WEEK JAN 2018 - JAN 2024 NOTES 1. Chart: Circana Total US MULOC RTD Energy weekly sugar free dollar share from 1/14/18 – 1/21/24 2. Claims: Stifel, 2024 Global Energy Drink Thoughts and Predictions, Update on U.S. Disruptors, January 2024 28% of energy drink consumers aged 18-34 say better for you or natural ingredients are important in purchase decision2 46% of energy drink consumers aged 18-34 say performance important in deciding which energy drink to consume (up 10pts from a year ago and mostly coming from younger consumers)2 10 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K 2024 GLOBAL EXPANSION Energy drinks are a $44 billion global market1 Global energy drink category sales have increased at a 9% CAGR since 20182 Celsius’ international sales grew 52% in FY2023 Markets with sales expected to commence in 2024 (as of 4/30/24) Markets with new Celsius sales and distribution in 2024 NOTES 1. Euromonitor, excludes China-specific brands 2. Stifel, 2024 Global Energy Drink Thoughts and Predictions, Update on U.S. Disruptors, January 2024 11 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K Q1 2024 FINANCIAL RESULTS

C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K FIRST QUARTER 2024 KEY MESSAGES 1 2 3 4 5 6 Record Q1 revenue ($355.7M, +37% YoY), gross profit ($182.2, +60% YoY), diluted EPS ($0.27, +108% YoY) Changes in days on hand inventory by largest customer adversely affected YoY Q1 revenue growth Innovations in Q1 are solid performers; Celsius Essentials achieved 54.5% ACV Spring resets approximately 1/3 complete at end of March; expected to deliver best-ever space gains by July Food service case volume up 186% YoY on growth in restaurants, recreation, lodging, gaming Gross margins 51.2% (+740 bps YoY) driven by reduced freight and materials 13 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K FIRST QUARTER FINANCIAL HIGHLIGHTS Summary Financials (Millions except for percentages & EPS) 1Q 2024 1Q 2023 Change Revenue $355.7 $259.9 37% N. America $339.5 $248.6 37% International $16.2 $11.3 43% Gross Margin 51.2% 43.8% +740 bps Net Income $77.8 $41.2 89% Net Income att. to Common Shareholders $64.8 $31.5 106% Diluted EPS $0.27 $0.13 108% Adjusted EBITDA $88.0 $48.7 81% 14 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K CONSOLIDATED REVENUE $259.9 $325.9 $384.8 $347.4 $355.7 1Q 23 2Q 23 3Q 23 4Q 23 1Q 24 CELH QUARTERLY REVENUE LAST 5 QUARTERS (MILLIONS) +37% YoY +104% YoY +112% YoY +95% YoY +95% YoY 15 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K SALES GROWTH $112.9M $127.1M $142.4M $151.4M $159.5M $167.2M $174.4M$172.9M $165.3M $158.2M$157.3M$161.3M $181.4M$185.3M $0 $20,000,000 $40,000,000 $60,000,000 $80,000,000 $100,000,000 $120,000,000 $140,000,000 $160,000,000 $180,000,000 $200,000,000 3/2 6/2 02 3 4/2 3/2 02 3 5/2 1/2 02 3 6/1 8/2 02 3 7/1 6/2 02 3 8/1 3/2 02 3 9/1 0/2 02 3 10 /8/ 20 23 11 /5/ 20 23 12 /3/ 20 23 12 /31 /20 23 1/2 8/2 02 4 2/2 5/2 02 4 3/2 4/2 02 4 CELSIUS MULOC DOLLAR SALES LAST 13 PERIODS BRAND* Q1 2024 SHARE Q1 2024 $ CHG v YA 36.7 $80.2M 28.3 -$2.5M 11.4 $240.5M 3.3 $56.5M 3.2 -$13.7M 3.0 $28.1M 3.0 $28.3M 2.9 $47.5M 2.4 $5.4M 1.4 -$66.1M 1 2 3 4 5 6 7 8 9 10 NOTES 1. Chart: Circana Total US MULOC L1Y by quad ended 3/24/24 2. Table: Circana MULOC 2024 Q1 ended 3/31/2024 *All logos and names displayed on this page are the property of their respective owners. Their use here is for identification and referential purposes only. Any use of these logos and names does not imply endorsement or affiliation with this presentation. 16

C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K ENERGY MULOC DOLLAR SHARE 12 MAJOR U.S. MARKETS HAVE 15 SHARE OR GREATER IN MULOC2 3.6 4.2 4.5 5.2 7.2 8.7 10.2 10.4 11.4 31.5 28.3 38.9 36.7 2.5 3.0 0.0 5.0 10.0 15.0 20.0 25.0 30.0 35.0 40.0 45.0 13 Weeks Ending 04- 03-22 13 Weeks Ending 07- 03-22 13 Weeks Ending 10- 02-22 13 Weeks Ending 01- 01-23 13 Weeks Ending 04- 02-23 13 Weeks Ending 07- 02-23 13 Weeks Ending 10- 01-23 13 Weeks Ending 12- 31-23 13 Weeks Ending 03- 31-24 CELSIUS RTD ENERGY MONSTER RTD ENERGY RED BULL RTD ENERGY REIGN RTD ENERGY NOTES 1. Chart: Circana Total US MULOC quarterly share RTD Energy ended 3/31/24 2. Circana Total US MULOC Latest 13 weeks RTD Energy ended 3/31/24 17 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K INTERNATIONAL • Canada sales began in January 2024 • 5.5 dollar share at end of February, all measured channels, Nielsen IQ • UK sales began in April 2024 • Initial channels include fitness and gym • Ireland sales began in April 2024 • Initial channels include fitness and gym • Australia sales expected to begin fourth quarter 2024 • New Zealand sales expected to begin fourth quarter 2024 • France sales expected to begin fourth quarter 2024 2024 GLOBAL EXPANSION UPDATES $11.4 $15.1 $13.6 $14.6 $16.2 1Q 23 2Q 23 3Q 23 4Q 23 1Q 24 INTERNATIONAL REVENUE LAST 5 QUARTERS (IN MILLIONS) NOTES 1. Chart: International revenue excludes N. America (U.S., Canada) 18 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K GROSS PROFIT 0 50 100 150 200 250 1Q 23 2Q 23 3Q 23 4Q 23 1Q 24 GROSS AND OPERATING PROFIT ($ IN MILLIONS) PERCENTAGES REPRESENT QUARTERLY PERCENTAGE OF REVENUE Gross Profit Dollars Operating Profit Dollars 43.8% 50.4% 17.3% 19.9% 25.4% 23.4% 48.8% 47.8% 17.0% 51.2% 19 C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K EPS $0.13 $0.17 $0.30 $0.17 $0.27 1Q 23 2Q 23 3Q 23 4Q 23 1Q 24 QUARTERLY EPS (DILUTED) LAST 5 QUARTERS 20

C E L S I U S H O L D I N G S , I N C . | Q U A R T E R 1 2 0 2 4 I N V E S T O R D E C K NON-GAAP EBITDA SCHEDULE 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, a non-GAAP financial measure that management uses to assess our performance, may provide users with additional insights into operating performance. 21 2024 2023 Var. % Net income (GAAP Measure) 77,811$ 41,227$ 36,584$ 89% Add back / (Deduct) Net interest income (9,640) (4,969) Income tax expense 14,650 8,537 Depreciation and amortization expense 1,229 549 Non-GAAP EBITDA 84,050 45,344 38,706 85% Stock-based compensation 3,563 5,507 Foreign exchange 369 118 Distributor Termination - (2,234) Non-GAAP Adjusted EBITDA 87,982$ 48,735$ 39,247$ 81% 3 months ended March 31,

Cover	May 07, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 07, 2024
Entity Registrant Name	CELSIUS HOLDINGS, INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-34611
Entity Tax Identification Number	20-2745790
Entity Address, Address Line One	2424 N Federal Highway
Entity Address, Address Line Two	Suite 208
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	561
Local Phone Number	276-2239
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	CELH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001341766