CELSIUS HOLDINGS, INC., 10-K filed on 3/2/2026
Annual Report
v3.25.4
Cover - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2025
Feb. 23, 2026
Jun. 30, 2025
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2025    
Document Transition Report false    
Entity File Number 001-34611    
Entity Registrant Name CELSIUS HOLDINGS, INC.    
Entity Incorporation, State or Country Code NV    
Entity Tax Identification Number 20-2745790    
Entity Address, Address Line One 2381 NW Executive Center Drive    
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    
Title of 12(b) Security Common Stock, $0.001 par value per share    
Trading Symbol CELH    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 9.7
Entity Common Stock, Shares Outstanding   256,975,993  
Documents Incorporated by Reference
Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A in connection with the registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the SEC no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2025.
    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2025    
Entity Central Index Key 0001341766    
Amendment Flag false    
v3.25.4
Audit Information
 12 Months Ended
Dec. 31, 2025
Audit Information [Abstract]  
Auditor Firm ID 42
Auditor Name Ernst & Young LLP
Auditor Location Boca Raton, Florida
v3.25.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 398,866 $ 890,190
Restricted cash 141,121 0
Accounts receivable-net [1] 755,499 270,342
Inventories-net 337,698 131,165
Prepaid expenses and other current assets [2] 128,806 18,759
Deferred other costs-current [3] 49,164 14,124
Total current assets 1,811,154 1,324,580
Property, plant and equipment-net 87,910 55,602
Goodwill 917,560 71,582
Deferred other costs-non-current [3] 771,635 234,215
Deferred tax assets 96,013 38,699
Other long-term assets 43,434 29,990
Total Assets 5,119,621 1,766,881
Current liabilities:    
Accounts payable [4] 137,930 41,287
Accrued expenses [5] 230,721 148,780
Income taxes payable 49,612 10,834
Accrued distributor termination fees 264,088 0
Accrued promotional allowance [6] 307,922 135,948
Contingent consideration 25,000 0
Deferred revenue-current [7] 26,988 9,513
Other current liabilities 36,465 19,173
Total current liabilities 1,078,726 365,535
Long-term debt 669,926 0
Deferred revenue-non-current [3] 401,155 157,714
Other long term liabilities 28,372 19,215
Total Liabilities 2,178,179 542,464
Commitments and contingencies (Note 17)
Stockholders’ equity:    
Common Stock, $0.001 par value per share; 400,000 shares authorized; 258,108 shares issued and 256,906 shares outstanding as of December 31, 2025; and 235,087 shares issued and 235,014 shares outstanding as of December 31, 2024. 101 79
Treasury stock, at cost; 1,202 shares and 73 shares as of December 31, 2025 and 2024, respectively (48,226) (2,585)
Additional paid-in capital 1,050,518 300,164
Accumulated other comprehensive income (loss) 3,162 (3,250)
Retained earnings 175,912 105,521
Total Stockholders’ Equity 1,181,467 399,929
Total Liabilities, Mezzanine Equity and Stockholders’ Equity 5,119,621 1,766,881
Series A Convertible Preferred Stock    
Mezzanine equity:    
Series A convertible preferred stock, $0.001 par value per share, 1,467 shares issued and outstanding as of December 31, 2025 and December 31, 2024 and Series B convertible preferred stock, $0.001 par value per share, 390 shares and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024 [3] 852,355 824,488
Series B Convertible Preferred Stock    
Mezzanine equity:    
Series A convertible preferred stock, $0.001 par value per share, 1,467 shares issued and outstanding as of December 31, 2025 and December 31, 2024 and Series B convertible preferred stock, $0.001 par value per share, 390 shares and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024 [3] 907,620 0
Customer relationships-net    
Current assets:    
Intangible assets, net (excluding goodwill) 111,604 11,306
Brands-net    
Current assets:    
Intangible assets, net (excluding goodwill) $ 1,280,311 $ 907
[1] Includes $349.1 million and $168.2 million from a related party as of December 31, 2025 and December 31, 2024, respectively.
[2] Includes $64.2 million from a related party as of December 31, 2025 and no related party balance as of December 31, 2024.
[3] Amounts in this line item are associated with a related party for all periods presented.
[4] Includes $28.6 million and $1.7 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
[5] Includes $1.8 million and $0.2 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
[6] Includes $128.9 million and $75.1 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
[7] Includes $26.3 million and $9.5 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
v3.25.4
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Common stock, par value (in USD per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 400,000,000 400,000,000
Common stock, at cost (in shares) 258,108,000 235,087,000
Common stock, shares outstanding (in shares) 256,906,000 235,014,000
Treasury stock, shares (in shares) 1,202,000 73,000
Prepaid expenses and other current assets [1] $ 128,806 $ 18,759
Accounts payable [2] 137,930 41,287
Accrued expenses [3] 230,721 148,780
Accrued promotional allowance [4] 307,922 135,948
Deferred revenue-current [5] 26,988 9,513
Related Party    
Accounts receivable-net 349,100 168,200
Prepaid expenses and other current assets 64,200 0
Accounts payable 28,600 1,700
Accrued expenses 1,800 200
Accrued promotional allowance 128,900 75,100
Deferred revenue-current $ 26,300 $ 9,500
Series A Convertible Preferred Stock    
Mezzanine equity, par value (in USD per share) $ 0.001 $ 0.001
Mezzanine equity, shares issued (in shares) 1,467,000 1,467,000
Mezzanine equity, shares outstanding (in shares) 1,467,000 1,467,000
Series B Convertible Preferred Stock    
Mezzanine equity, par value (in USD per share) $ 0.001 $ 0.001
Mezzanine equity, shares issued (in shares) 390,000 0
Mezzanine equity, shares outstanding (in shares) 390,000 0
[1] Includes $64.2 million from a related party as of December 31, 2025 and no related party balance as of December 31, 2024.
[2] Includes $28.6 million and $1.7 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
[3] Includes $1.8 million and $0.2 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
[4] Includes $128.9 million and $75.1 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
[5] Includes $26.3 million and $9.5 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
v3.25.4
Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]      
Revenue [1] $ 2,515,269 $ 1,355,630 $ 1,318,014
Cost of revenue [2] 1,247,936 675,423 684,875
Gross profit 1,267,333 680,207 633,139
Selling, general and administrative expenses [3] 798,810 524,479 366,773
Distributor termination fees 327,461 0 0
Income from operations 141,062 155,728 266,366
Other (expense) income:      
Interest income 21,085 39,263 26,629
Interest expense (48,977) 0 0
Other, net [4] 11,863 59 (1,246)
Total other (expense) income (16,029) 39,322 25,383
Net income before provision for income taxes 125,033 195,050 291,749
Provision for income taxes (17,034) (49,976) (64,948)
Net income 107,999 145,074 226,801
Dividends on convertible preferred stock [5] (37,608) (27,500) (27,462)
Income allocated to participating preferred stock [5] (6,554) (10,117) (17,348)
Net income attributable to common stockholders 63,837 107,457 181,991
Other comprehensive income:      
Foreign currency translation 6,412 (2,549) 1,180
Comprehensive income $ 70,249 $ 104,908 $ 183,171
Earnings per share:      
Basic (in USD per share) $ 0.25 $ 0.46 $ 0.79
Diluted (in USD per share) $ 0.25 $ 0.45 $ 0.77
Weighted average shares outstanding:      
Basic (in shares) 252,301 233,667 230,784
Diluted (in shares) 254,911 237,404 236,964
[1] Includes $1,086.0 million, $742.0 million and $782.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, from a related party.
[2] Includes $40.1 million to a related party for the year ended December 31, 2025 and no amounts to a related party for the years ended 2024 or 2023.
[3] Includes $9.7 million for the year ended December 31, 2025 and $2.4 million for the years ended 2024 and 2023 in each case to a related party.
[4] Includes $12.6 million from a related party for the year ended December 31, 2025 and no amounts from a related party for the years ended 2024 or 2023.
[5] Amounts in this line item are associated with a related party for all periods presented.
v3.25.4
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Revenue [1] $ 2,515,269 $ 1,355,630 $ 1,318,014
Cost of revenue [2] 1,247,936 675,423 684,875
Selling, general and administrative expenses [3] 798,810 524,479 366,773
Other, net [4] 11,863 59 (1,246)
Related Party      
Revenue 1,086,000 742,000 782,300
Cost of revenue 40,100 0 0
Selling, general and administrative expenses 9,700 2,400 2,400
Other, net $ 12,600 $ 0 $ 0
[1] Includes $1,086.0 million, $742.0 million and $782.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, from a related party.
[2] Includes $40.1 million to a related party for the year ended December 31, 2025 and no amounts to a related party for the years ended 2024 or 2023.
[3] Includes $9.7 million for the year ended December 31, 2025 and $2.4 million for the years ended 2024 and 2023 in each case to a related party.
[4] Includes $12.6 million from a related party for the year ended December 31, 2025 and no amounts from a related party for the years ended 2024 or 2023.
v3.25.4
Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Series A Preferred Stock
Series B Preferred Stock
Common Stock
Additional Paid-In Capital
Additional Paid-In Capital
Cumulative Effect, Period of Adoption, Adjustment
Accumulated Other Comprehensive Income (Loss)
(Accumulated Deficit) Retained Earnings
(Accumulated Deficit) Retained Earnings
Cumulative Effect, Period of Adoption, Adjustment
(Accumulated Deficit) Retained Earnings
Series A Preferred Stock
(Accumulated Deficit) Retained Earnings
Series B Preferred Stock
Treasury Stock
Preferred Stock
Series A Preferred Stock
Preferred Stock
Series B Preferred Stock
Beginning balance (in shares) at Dec. 31, 2022         229,147,000                    
Beginning balance at Dec. 31, 2022 $ 40,091 $ (82)     $ 76 $ 280,668 $ 0 $ (1,881) $ (238,772) $ (82)     $ 0    
Beginning balance, treasury stock (in shares) at Dec. 31, 2022                         0    
Stockholders’ Equity                              
Stock-based compensation 21,226         21,226                  
Stock option exercises, RSUs and PSUs converted (in shares)         2,640,000                    
Stock option exercises, RSUs and PSUs converted 2,286       $ 1 2,285                  
Dividends paid on Series A and B preferred stock     $ (27,462)     (27,462)                  
Foreign currency translation 1,180             1,180              
Net income 226,801               226,801            
Ending balance (in shares) at Dec. 31, 2023         231,787,000                    
Ending balance at Dec. 31, 2023 264,040       $ 77 276,717   (701) (12,053)       $ 0    
Ending balance, treasury stock (in shares) at Dec. 31, 2023                         0    
Beginning balance (in shares) at Dec. 31, 2022                           1,467,000 0
Beginning balance at Dec. 31, 2022                           $ 824,488 $ 0
Ending balance (in shares) at Dec. 31, 2023                           1,467,000 0
Ending balance at Dec. 31, 2023                           $ 824,488 $ 0
Stockholders’ Equity                              
Stock-based compensation 19,591         19,591                  
Stock option exercises, RSUs and PSUs converted (in shares)         3,300,000                    
Stock option exercises, RSUs and PSUs converted 3,858       $ 2 3,856                  
Dividends paid on Series A and B preferred stock     $ (27,500)               $ (27,500)        
Repurchase of common stock related to employee tax withholdings (in shares)                         (61,000)    
Repurchase of Common Stock related to employee tax withholdings (2,261)                       $ (2,261)    
Treasury Stock (in shares)                         (12,000)    
Treasury Stock (324)                       $ (324)    
Foreign currency translation (2,549)             (2,549)              
Net income $ 145,074               145,074            
Ending balance (in shares) at Dec. 31, 2024 235,014,000       235,087,000                    
Ending balance at Dec. 31, 2024 $ 399,929       $ 79 300,164   (3,250) 105,521       $ (2,585)    
Ending balance, treasury stock (in shares) at Dec. 31, 2024 (73,000)                       (73,000)    
Ending balance (in shares) at Dec. 31, 2024     1,467,000 0                   1,467,000 0
Ending balance at Dec. 31, 2024     $ 824,488 [1] $ 0 [1]                   $ 824,488 $ 0
Stockholders’ Equity                              
Stock-based compensation $ 28,050         28,050                  
Stock option exercises, RSUs and PSUs converted (in shares)         570,000                    
Stock option exercises, RSUs and PSUs converted $ 362         362                  
Issuance of Common stock as consideration for acquisition (in shares) 22,451,000                            
Issuance of Common Stock as consideration for acquisition $ 721,964       $ 22 721,942                  
Dividends paid on Series A and B preferred stock     $ (27,500) $ (10,108)             $ (27,500) $ (10,108)      
Issuance of Series B convertible preferred shares 0                            
Repurchase of common stock related to employee tax withholdings (in shares)                         (161,000)    
Repurchase of Common Stock related to employee tax withholdings (5,727)                       $ (5,727)    
Treasury Stock (in shares)                         (6,000)    
Treasury Stock (137)                       $ (137)    
Common stock repurchases (in shares)                         (962,000)    
Common Stock repurchases (39,777)                       $ (39,777)    
Foreign currency translation 6,412             6,412              
Net income $ 107,999               107,999            
Ending balance (in shares) at Dec. 31, 2025 256,906,000       258,108,000                    
Ending balance at Dec. 31, 2025 $ 1,181,467       $ 101 $ 1,050,518   $ 3,162 $ 175,912       $ (48,226)    
Ending balance, treasury stock (in shares) at Dec. 31, 2025 (1,202,000)                       (1,202,000)    
Mezzanine Equity                              
Modification of Series A Preferred Stock                           $ 27,867  
Issuance of Series B convertible preferred shares (in shares)                             390,000
Issuance of Series B convertible preferred shares                             $ 907,620
Ending balance (in shares) at Dec. 31, 2025     1,467,000 390,000                   1,467,000 390,000
Ending balance at Dec. 31, 2025     $ 852,355 [1] $ 907,620 [1]                   $ 852,355 $ 907,620
[1] Amounts in this line item are associated with a related party for all periods presented.
v3.25.4
Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity (Parenthetical) - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dividends paid (in USD per share)     $ 18.72
Series A Convertible Preferred Stock      
Dividends paid (in USD per share) $ 18.75 $ 18.75  
Series B Convertible Preferred Stock      
Dividends paid (in USD per share) $ 25.92    
v3.25.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities:      
Net income $ 107,999 $ 145,074 $ 226,801
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 29,451 7,274 3,226
Allowance for credit losses [1] 10,600 3,294 2,128
Amortization of deferred other costs [2] 26,326 14,124 14,124
Inventory excess and obsolescence 29,190 19,086 7,312
Stock-based compensation expense 28,050 19,591 21,226
Deferred income taxes-net (57,336) (9,730) (42,055)
Change in fair value of contingent consideration 13,800 0 0
Loss on debt extinguishment 6,003 0 0
Other operating activities-net (1,687) 1,583 1,444
Changes in operating assets and liabilities:      
Accounts and note receivable-net [3] (412,091) (87,347) (121,558)
Inventories [4] (129,777) 77,190 (63,299)
Prepaid expenses and other current assets [5] (108,321) 1,074 (7,980)
Other long-term assets 2,857 (4,862) (28)
Accounts payable [6] 51,252 (1,170) 5,249
Accrued expenses [7] 45,618 85,398 (8,025)
Income taxes payable 38,750 (39,536) 48,102
Accrued promotional allowance [8] 153,635 36,161 63,810
Accrued distributor termination fees 257,595 (248) (3,739)
Other current liabilities 9,937 4,920 7,305
Deferred revenue [9] 255,110 (9,513) (12,723)
Other long-term liabilities 2,481 535 (102)
Net cash provided by operating activities 359,442 262,898 141,218
Cash flows from investing activities:      
Collections from note receivable 0 0 3,233
Purchase of property, plant and equipment [10] (36,067) (23,390) (17,433)
Purchase of non-marketable equity securities (10,000) (3,000) 0
Net working capital estimate received from Pepsi related to the Rockstar Acquisition [2] 29,156 0 0
Net cash used in investing activities (1,295,680) (101,726) (14,200)
Cash flows from financing activities:      
Cash dividends paid on preferred stock [11] (37,608) (27,500) (27,462)
Repurchase of Common Stock related to employee tax withholdings (5,727) (2,261) 0
Repurchase of Common Stock for Treasury (39,777) 0 0
Proceeds from term loan 900,000 0 0
Payments on term loan (201,750) 0 0
Payment of debt issuance costs and debt discount (29,659) 0 0
Payment of revolver fees (2,708) 0 0
Other financing activities-net (7) 3,795 2,241
Net cash provided by (used in) financing activities 582,764 (25,966) (25,221)
Effect on exchange rate changes on cash, cash equivalents and restricted cash 3,271 (997) 1,257
Net (decrease) increase in cash, cash equivalents and restricted cash (350,203) 134,209 103,054
Cash, cash equivalents and restricted cash at beginning of the period 890,190 755,981 652,927
Cash, cash equivalents and restricted cash at end of the period 539,987 890,190 755,981
Cash paid for:      
Interest 45,799 0 0
Taxes, net of refunds received 64,231 99,134 56,748
Supplemental schedule of noncash investing and financing activities:      
Acquisition date fair value of Alani Nu contingent consideration 11,200 0 0
Fair value of Series A Preferred Stock modification [11] 27,867 0 0
Series B Convertible Preferred Stock      
Cash flows from financing activities:      
Cash dividends paid on preferred stock (10,100)    
Big Beverages Acquisition      
Cash flows from investing activities:      
Acquisition, net of cash acquired 0 (75,336) 0
Alani Nu      
Adjustments to reconcile net income to net cash provided by operating activities:      
Change in fair value of contingent consideration (13,800)    
Cash flows from investing activities:      
Acquisition, net of cash acquired (1,278,769) 0 0
Supplemental schedule of noncash investing and financing activities:      
Estimated fair value of share consideration issued in the acquisition of Alani Nu and Fair value of Series B Preferred Stock issued to Pepsi 721,964 0 0
Rockstar      
Cash flows from investing activities:      
Net working capital estimate received from Pepsi related to the Rockstar Acquisition 29,200    
Rockstar | Series B Convertible Preferred Stock      
Supplemental schedule of noncash investing and financing activities:      
Estimated fair value of share consideration issued in the acquisition of Alani Nu and Fair value of Series B Preferred Stock issued to Pepsi [11] $ 907,920 $ 0 $ 0
[1] Includes $(0.4) million, $0.6 million and $0.1 million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively.
[2] Amounts in this line item are associated with a related party for all periods presented.
[3] Includes $(180.9) million, $(37.8) million and $(98.8) million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively.
[4] Includes $1.9 million associated with a related party for the year ended December 31, 2025 and no amounts for the years ended 2024 or 2023.
[5] Includes $(64.2) million associated with a related party for the year ended December 31, 2025 and no amounts for the years ended 2024 or 2023.
[6] Includes $26.9 million, $(1.6) million and $(0.1) million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively
[7] Includes $1.6 million, $0.8 million and $1.3 million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively.
[8] Includes $53.8 million, $23.3 million and $37.9 million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively
[9] Includes $260.3 million, $(9.5) million and $(12.7) million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively
[10] Includes $(11.3) million, $(10.4) million and $(9.7) million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively.
[11]
[1] Amounts in this line item are associated with a related party for all periods presented. The non-cash proceeds were used for the ASC 606 implicit upfront payment to Pepsi and the Rockstar purchase consideration as part of the Pepsi Transactions, see Note 5. Acquisitions.
v3.25.4
Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Allowance for credit losses [1] $ 10,600 $ 3,294 $ 2,128
Accounts and note receivable-net [2] (412,091) (87,347) (121,558)
Inventories [3] (129,777) 77,190 (63,299)
Prepaid expenses and other current assets [4] (108,321) 1,074 (7,980)
Accounts payable [5] 51,252 (1,170) 5,249
Accrued expenses [6] 45,618 85,398 (8,025)
Accrued promotional allowance [7] 153,635 36,161 63,810
Deferred revenue [8] 255,110 (9,513) (12,723)
Purchase of property, plant and equipment [9] (36,067) (23,390) (17,433)
Related Party      
Allowance for credit losses (400) 600 100
Accounts and note receivable-net (180,900) (37,800) (98,800)
Inventories 1,900 0 0
Prepaid expenses and other current assets (64,200) 0 0
Accounts payable 26,900 (1,600) (100)
Accrued expenses 1,600 800 1,300
Accrued promotional allowance 53,800 23,300 37,900
Deferred revenue 260,300 (9,500) (12,700)
Purchase of property, plant and equipment $ (11,300) $ (10,400) $ (9,700)
[1] Includes $(0.4) million, $0.6 million and $0.1 million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively.
[2] Includes $(180.9) million, $(37.8) million and $(98.8) million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively.
[3] Includes $1.9 million associated with a related party for the year ended December 31, 2025 and no amounts for the years ended 2024 or 2023.
[4] Includes $(64.2) million associated with a related party for the year ended December 31, 2025 and no amounts for the years ended 2024 or 2023.
[5] Includes $26.9 million, $(1.6) million and $(0.1) million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively
[6] Includes $1.6 million, $0.8 million and $1.3 million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively.
[7] Includes $53.8 million, $23.3 million and $37.9 million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively
[8] Includes $260.3 million, $(9.5) million and $(12.7) million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively
[9] Includes $(11.3) million, $(10.4) million and $(9.7) million associated with a related party for the years ended December 31, 2025, 2024 and 2023, respectively.
v3.25.4
ORGANIZATION AND DESCRIPTION OF BUSINESS
 12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS ORGANIZATION AND DESCRIPTION OF BUSINESS
Business Overview
References in this Report to the “Company” or “Celsius” refer to Celsius Holdings, Inc. and its wholly owned subsidiaries. Definitions of certain capitalized terms used in this Report are included within the Master Glossary.
The Company develops, processes, markets, sells, manufactures and distributes differentiated products with innovative formulas as premium lifestyle beverages designed to fuel active and wellness-oriented consumers. The Company’s portfolio primarily consists of energy drinks offered under CELSIUS®, Alani Nu® and Rockstar® brands, with CELSIUS® and Alani Nu® also offering a range of other wellness products. Together, these brands serve a broad range of consumers across the functional energy and adjacent wellness categories.
The Company's products are available in the U.S., Canada, Europe, the Middle East and portions of the Asia-Pacific region. They are sold through multiple channels, including conventional grocery, natural-food and convenience stores, fitness centers, mass-market and vitamin specialty retailers and e-commerce platforms.
On August 28, 2025, the Closing Date of the Pepsi Transactions, the Company entered into a series of transactions and agreements (described below) with Pepsi, pursuant to which the Company (i) issued to Pepsi shares of Series B Preferred Stock and modified certain terms of the outstanding shares of Series A Preferred Stock, all of which are held by Pepsi, (ii) acquired Rockstar in the U.S. and Canada and engaged Pepsi to become the primary distributor of Alani Nu and Rockstar products in the U.S. (excluding Puerto Rico and the U.S. Virgin Islands) and Canada and (iii) enhanced its existing long-term commercial arrangement with Pepsi, pursuant to which, among other things, Pepsi is required to use commercially reasonable efforts to sell and distribute the Company’s products in the U.S. in accordance with the Captaincy.
Transaction Agreement – Rockstar Acquisition and Captaincy
On the Closing Date of the Pepsi Transactions, the Company entered into the Transaction Agreement with Pepsi, pursuant to which (i) the Company acquired certain assets and assumed certain liabilities, comprising Rockstar in the U.S. and Canada and (ii) the Company and Pepsi commenced the Captaincy in the U.S. The Captaincy is an enhanced, long-term arrangement pursuant to which Pepsi uses commercially reasonable efforts to sell and distribute the Company’s products in the U.S. in accordance with jointly developed sales, placement and promotional priorities. On the Closing Date of the Pepsi Transactions, the Company issued Series B Preferred Stock to Pepsi and amended the terms of the Series A Preferred Stock in connection with the Rockstar Acquisition, the Captaincy and the A&R Distribution Agreements, pursuant to which Pepsi continues to serve as the Company’s primary distributor of Celsius products in the U.S. and Canada and has become the Company’s primary distributor of Alani Nu and Rockstar products in these markets. The transaction included a customary working capital adjustment related to the Rockstar Acquisition. The Company finalized this adjustment during the fourth quarter of 2025. The Captaincy commenced on the Closing Date of the Pepsi Transactions and will continue during the term of the A&R U.S. Distribution Agreement.

Securities Purchase Agreement
On the Closing Date of the Pepsi Transactions, the Company entered into the Series B Purchase Agreement with Pepsi, pursuant to which, on such date, the Company issued and sold to Pepsi and Pepsi purchased from the Company, in a private placement exempt from registration under the Securities Act, 390,000 shares of Series B Preferred Stock. Pursuant to the Series B Purchase Agreement, the Company also granted Pepsi the right to currently designate one additional member to the Board, giving Pepsi a total of two Board seats. As part of these transactions, the Series A Preferred Stock was modified to align key terms, such as conversion and redemption dates, with those of the newly issued Series B Preferred Stock.

Amended and Restated Distribution Agreements

On the Closing Date of the Pepsi Transactions, the Company entered into the A&R Distribution Agreements with Pepsi, which amended and restated in its entirety the Original U.S. Distribution Agreement and the Original Canadian Distribution Agreement, predominantly to provide that Pepsi become the primary distributor of Alani Nu and Rockstar products. The other material terms and covenants, including termination provisions, contained in the original agreements remain in full force and effect in the A&R Distribution Agreements. In connection with the transition of the distribution of Alani Nu products to Pepsi, the Company is incurring fees from the termination of agreements with certain former Alani Nu distributors. Pepsi has agreed to reimburse the Company for such distributor termination fees up to $275.0 million, to facilitate the transition of certain distribution rights to Pepsi.

For more information on the components of the Pepsi Transactions and the A&R Distribution Agreements, see Note 4. Revenue, Note 5. Acquisitions, Note 13. Related Party Transactions and Note 14. Mezzanine Equity.
Alani Nu Acquisition
On April 1, 2025, the Closing Date of Alani Nu, the Company completed the Alani Nu Acquisition for a total consideration comprising (i) $1,275.0 million in cash, subject to adjustment as set forth in the purchase agreement, (ii) an aggregate of 22,451,224 shares of Common Stock and (iii) up to $25.0 million in additional cash consideration, which became payable upon Alani Nu’s achievement of the agreed-upon revenue target for calendar year 2025. The entire amount is expected to be paid to the sellers of Alani Nu in the first quarter of 2026. In connection with the finalization of customary post-closing adjustments in the third quarter of 2025, the Company made a payment of $22.4 million to the Sellers. See Note 5. Acquisitions.
Credit Agreement
On the Closing Date of Alani Nu, Celsius and certain of its subsidiaries, the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, entered into a Credit Agreement, which initially provided for the Term Loan Facility in an aggregate principal amount of up to $900.0 million, which was fully drawn on the Closing Date of Alani Nu to fund a portion of the cash consideration paid to the Sellers (the remaining cash consideration was funded with existing cash on hand) and the Revolving Credit Facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of December 31, 2025. See Note 11. Debt.
Debt Refinancing
On October 2, 2025, Celsius Holdings, Inc. and Celsius, Inc. entered into the First Refinancing Amendment. This amendment reduced the applicable interest rates under both the Term Loan Facility and the Revolving Credit Facility by 75 basis points. All other material terms of the Credit Agreement remained unchanged. In connection with the First Refinancing Amendment, the Company repaid the remaining outstanding balance of the $900.0 million Term Loan Facility using a combination of approximately $197.8 million of cash on hand and the proceeds from a new $700.0 million term loan under the Term Loan Facility, which bears interest at the reduced interest rate provided in the First Refinancing Amendment. No prepayment penalties were incurred in connection with the refinancing. The Company accounted for the refinancing as a modification of the existing debt under applicable U.S. GAAP, including the guidance in ASC 470.
v3.25.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation — The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC.

Certain prior period amounts have been reclassified to conform to the current period's presentation in the Consolidated Financial Statements and accompanying notes. These reclassifications reflect changes in the level of detail presented for certain captions, including the aggregation of certain previously presented captions and the separate presentation of other previously aggregated captions. These reclassifications were made for consistency with current period presentation and had no effect on operating results.


Line Items – As Previously Reported
Line Item – As Reclassified
Consolidated Balance Sheets
Right of use assets-operating leasesOther long-term assets
Right of use assets-finance leases-netOther long-term assets
Intangibles-net
Customer relationships-net
Intangibles-net
Brands-net
Lease liability operating leases (previously presented in current liabilities)
Other current liabilities
Lease liability finance leases (previously presented in current liabilities)
Other current liabilities
Lease liability operating leases (previously presented in non-current liabilities)
Other long term liabilities
Lease liability finance leases (previously presented in non-current liabilities)
Other long term liabilities
Deferred tax liability
Other long term liabilities
Additional paid-in capital
Additional paid-in capital
Additional paid-in capital
Treasury Stock
Line Items – As Previously Reported
Line Item – As Reclassified
Consolidated Statements of Operations and Comprehensive Income
Interest income on note receivable
Other, net
Foreign exchange loss
Other, net
Other income
Other, net
Dividends on Series A convertible preferred stock
Dividends on convertible preferred stock
Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity
Additional paid-in capital
Treasury Stock
Additional paid-in capital
Additional paid-in capital
Consolidated Statements of Cash Flows
Loss on disposal of property, plant and equipment
Other operating activities-net
Foreign exchange loss
Other operating activities-net
Note receivable-net
Accounts and note receivable-net
Change in right of use asset and lease liability-net
Other long-term liabilities
Principal payments on finance lease obligations
Other financing activities-net
Proceeds from exercise of stock options
Other financing activities-net
Cash dividends paid on Series A convertible preferred stock
Cash dividends paid on preferred stock
Common Stock Split — On November 13, 2023, the Company effected a three-for-one Common Stock split to stockholders of record on such date. For clarity and consistency in financial reporting, all shares, RSUs, PSUs, stock options and per share amounts presented in the accompanying Consolidated Financial Statements and related notes have been retrospectively adjusted to account for the effects of the Forward Stock Split for all periods presented.
Principles of Consolidation — These Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in accordance with U.S. GAAP.
Business Combinations — The Company accounts for business combinations in accordance with ASC 805. Under this guidance, the results of operations of an acquired business are included in the Company’s Consolidated Financial Statements and related notes prospectively from the acquisition date.
The Company allocates the purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. Any excess of the purchase consideration over the fair value of net assets acquired is recognized as goodwill. During the measurement period, which does not exceed twelve months from the acquisition date, adjustments to the preliminary fair value estimates may be recorded as additional information becomes available. Measurement period adjustments, if applicable, are recognized in the reporting period in which the adjustments are determined and are reflected as a prospective adjustment to goodwill. Transaction costs associated with acquisitions, such as advisory, legal and consulting fees are expensed as incurred. Contingent consideration, associated with acquisitions, is recorded at fair value using discounted, probability-weighted cash flow models that rely on Level 3 inputs. Contingent consideration is remeasured at fair value each reporting period, with changes recognized in earnings until settlement. See Note 5. Acquisitions.
Significant Estimates — The preparation of Consolidated Financial Statements and accompanying disclosures in conformity with U.S. GAAP requires management to make recurring estimates and assumptions that affect the reported amounts of assets, liabilities, mezzanine equity, stockholder's equity, revenues and expenses, as well as disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. These estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Significant estimates include promotional allowances, intangibles, assets and liabilities assumed as a part of business combinations, allowance for inventory obsolescence and sales returns, the useful lives of property, plant and equipment, impairment of goodwill and intangibles, deferred taxes and related valuation allowance, valuation of contingent consideration, stock-based compensation and the valuation of preferred stock issued or modified during the period.
Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, maintain discrete financial information and undergo regular review by the CODM, who is the Chief Executive Officer, to assess performance and allocate resources. Although the Company operates in multiple geographical regions and offers a range of products under distinct brands, it functions as a single operating segment. The CODM evaluates operating results and allocates resources on a consolidated basis due to the significant economic interdependencies between the Company's brands, geographical operations and product offerings. As a result, the Company and its brands are managed as a single operating segment, which also represents the Company’s single reportable segment. See Note 16. Segment Reporting.
Fair Value Measurements — ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Accordingly, inputs used in fair value measurements are prioritized within the following hierarchy:
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices in active markets included in Level 1 that are observable, directly or indirectly.
Level 3: Unobservable inputs, which rely on the reporting entity’s assumptions when there is little or no market data.
The carrying values of cash and cash equivalents, restricted cash, accounts receivable-net, accounts payable, other current liabilities and accrued expenses approximate fair value due to their short-term maturities and market interest rates. As such, these are classified within Level 1.
The Company’s outstanding debt is recorded at face value, net of unamortized discounts and debt issuance costs, on the Consolidated Balance Sheets. The Term Loan Facility bears interest at variable rates based on either benchmark rates or an alternate base rate, in each case plus the applicable spread set forth in the Credit Agreement as further described in Note 11. Debt. Because the interest rates on the Term Loan Facility reprice frequently based on observable market reference rates, and there have been no significant changes in the Company’s leverage or credit profile, the Company determined that the fair value of the Term Loan Facility approximates its principal amount as of December 31, 2025. Any difference between the carrying amount and fair value primarily reflects unamortized debt issuance costs rather than changes in market interest rates or credit spreads. The applicable interest margin reflects the Company’s credit risk and is derived from observable market inputs but is not based on quoted prices for identical instruments; accordingly, the Term Loan Facility is classified within Level 2 of the fair value hierarchy.
The Company performs valuations of assets acquired and liabilities assumed in acquisitions accounted for as business combinations and recognizes the assets acquired and liabilities assumed at their respective acquisition-date fair values. For additional information on fair value measurements performed as part of the Rockstar and Alani Nu acquisitions, see Note 5. Acquisitions. For additional information on the fair value measurements performed as part of the Preferred Stock issuance and modification, see Note 14. Mezzanine Equity.
In connection with the Alani Nu Acquisition, the Company initially recorded a liability at fair value for the contingent consideration payable to the Sellers, subject to achievement of a certain 2025 revenue target, with a single potential payment of $25.0 million. If the target were not achieved, then no consideration would have been payable. The fair value of the liability was estimated using discounted future cash flows based on a probability-weighted expected return methodology, which utilized Level 3 inputs such as revenue forecasts. Based on Alani Nu's 2025 results, the contingent consideration condition was achieved in full. Accordingly, the Company recognized the full amount as a liability as of December 31, 2025. The contingent consideration will be paid in the first quarter of 2026. See Note 5. Acquisitions.
Concentrations of Risk — The majority of the Company’s revenue is derived from the sale of functional energy drinks. Functional energy drink product revenue accounted for approximately 92.9%, 95.3% and 96.1% of revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
Revenue from customers accounting for more than 10.0% of total revenue was as follows:
For the years ended December 31,
202520242023
Pepsi43.2%54.7%59.4%
Costco10.8%11.6%12.0%
All others
46.0%33.7%28.6%
Total100.0%100.0%100.0%
Accounts receivable-net from customers accounting for more than 10.0% were as follows:
December 31, 2025December 31, 2024
Pepsi46.2%62.2%
Costco10.5%10.2%
All others
43.3%27.6%
Total100.0%100.0%
Cash and Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less, when purchased, to be cash equivalents. As of December 31, 2025 and 2024, the Company did not hold any instruments with original maturities exceeding three months.
The Company's cash balances are held in international and domestic accounts. Of the Company's $398.9 million and $890.2 million in unrestricted cash and cash equivalents as of December 31, 2025 and 2024, respectively, approximately 51.9% and 25.7% were held outside the U.S., respectively. Such cash is freely transferable to the U.S. without any restrictions.
Throughout the year, the Company has had amounts on deposit at financial institutions that exceeded federally insured limits. As of December 31, 2025, the Company had not experienced any loss as a result of these deposits and does not expect to incur any losses on such deposits in the future.
Restricted Cash — In connection with the A&R U.S. Distribution Agreement, the Company received upfront payments from Pepsi that are contractually restricted. These funds are designated solely to satisfy termination payments to certain former Alani Nu distributors and are not available for general operating activities and are therefore classified as restricted cash on the Company’s Consolidated Balance Sheets. Any amounts not utilized for such termination payments are required to be returned to Pepsi. See Note 4. Revenue and Note 13. Related Party Transactions.

Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its product revenue and related accounts receivables, as it generally does not require collateral from its customers. Payment terms are established in accordance with industry practice and are typically short-term in nature. The arrangements do not contain a significant financing component. The Company determines its allowance for expected credit losses using a risk-based methodology that groups customers into risk tiers based on credit quality, financial condition, and other relevant qualitative and quantitative factors. Customer balances within each risk tier are evaluated using an aging-based loss rate approach to estimate expected credit losses over the contractual life of the receivables. The Company periodically reassesses customer risk classifications to reflect changes in credit risk, current and expected future economic and market conditions and other available information.

During the year, the Company refined its expected credit loss methodology by transitioning from a channel-based customer pooling structure to a risk-based framework. This refinement was driven by enhanced credit data availability and improved alignment of loss expectations with observed customer risk profiles. The effect of this refinement on the allowance for expected credit losses was immaterial for the year ended December 31, 2025.
Changes in the allowance for current expected credit losses were as follows:
Allowance for Current Expected Credit Losses
Balance as of December 31, 2023$3,137 
Period change for current expected credit losses7,997 
Write off(5,856)
Balance as of December 31, 20245,278 
Period change for current expected credit losses10,127 
Balance as of December 31, 2025$15,405 
Inventories — Inventories are valued at the lower of cost or net realizable value with costs approximating those determined under the first-in, first-out method. Changes in the inventory reserve are included in cost of revenue. See Note 6. Inventories.
Deferred Other Costs — Deferred other costs primarily consist of the value of the Captaincy and the excess fair value of the shares of Series A Preferred Stock over the proceeds received from Pepsi as part of the Original Purchase Agreement and Original U.S. Distribution Agreement. These deferred other costs are amortized on a straight-line basis, as a reduction of revenue, over the terms of the A&R U.S. Distribution Agreement aligning expense recognition with the associated benefits. Deferred other costs are classified and presented as separate current and non-current line items on the Company’s Consolidated Balance Sheets.
Prepaid Expenses and Other Current Assets — Prepaid expenses and other current assets primarily consist of a receivable from Pepsi in connection with the A&R U.S. Distribution Agreement, see Note 13. Related Party Transactions, as well as prepaid insurance, prepaid slotting fees, prepaid advertising and other advance payments made for operating activities. This category also includes tax-related receivables, such as income tax and VAT/GST receivables, as well as other receivables, production deposits and miscellaneous current assets.
Property, Plant and Equipment — Property, plant and equipment are stated at cost, net of accumulated depreciation and, if applicable, impairment. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful life of the asset, generally ranging from three to fifteen years. The Company’s largest property, plant and equipment asset category is merchandising equipment, consisting primarily of coolers. Depreciation of merchandising equipment begins when the equipment is placed in service. As of December 31, 2025 and 2024, a portion of the Company’s merchandising equipment related to coolers had not yet been placed in service and, accordingly, was not subject to depreciation.
Construction-in-progress represents construction expenditures not yet placed into service or being depreciated and is reclassified to the appropriate property, plant and equipment category once the asset is ready for its intended use. Leasehold improvements are depreciated over the shorter of the estimated useful life of the assets or the lease term. Routine repairs and maintenance that do not improve or extend the useful lives of the assets are expensed as incurred. When property, plant and equipment is sold or retired, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the Consolidated Statements of Operations and Comprehensive Income.
The following table summarizes the Company's property, plant and equipment balances and includes the estimated useful lives that are generally used to depreciate the assets on a straight-line basis:
Estimated Useful
Life in Years		December 31,
2025		December 31,
2024
Merchandising equipment - coolers
3-7
$60,615 $39,231 
Vehicles
5
17,501 12,237 
Machinery and equipment
7-15
14,631 10,136 
Office equipment
3-7
3,570 2,228 
Leasehold improvements
 
2,523 2,561 
Construction-in-progress11,187 — 
Less: accumulated depreciation(22,117)(10,791)
Property, plant and equipment-net$87,910 $55,602 
Depreciation expense amounted to approximately $11.7 million, $6.5 million and $2.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. Depreciation expense is primarily included in selling, general and administrative expenses.
Leases — The Company follows the provisions of ASC 842. The Company leases office space, a storage facility, machinery and equipment, warehouses and vehicles, both in the U.S. and internationally under operating and finance leases that expire at various dates through 2034. If a lease agreement includes options to extend or terminate the lease, the Company evaluates the likelihood of exercising such options. Extension periods that management determines are reasonably certain to be exercised are included in the lease term used to measure the right-of-use asset and lease liability. For new or modified agreements, the Company assesses whether an arrangement contains a lease by evaluating whether the Company obtains (1) the right to substantially all the economic benefits from the use of the asset and (2) the right to direct how and for what purpose the asset is used.
If an arrangement contains a lease, the Company records a right-of-use asset and a lease liability, initially recognized based on the present value of future lease payments over the term of the lease. If the rate implicit in the lease is not readily determinable, the Company's incremental borrowing rate is used in calculating the present value of the lease payments. Right-of-use assets are initially recorded at the present value of lease payments, adjusted for initial direct costs and prepaid lease payments and less any lease incentives received. The majority of the Company's leases are deemed operating leases. Operating lease costs are included in selling, general and administrative expenses.
The Company has no residual value guarantees associated with its leases. Lease cost may include both lease and non-lease components, such as shared operating costs that typically cover property expenses, including insurance, utilities and maintenance. Where applicable, the Company elected the practical expedient to account for lease and non-lease components as a single lease component in the calculation of lease liabilities and right-of-use assets. Leases with terms of 12 months or less are not recorded on the Consolidated Balance Sheets. See Note 7. Leases.
Long-Lived Assets — In accordance with ASC 360, the Company reviews the carrying value of long-lived asset groups, which includes property, plant and equipment-net, right-of-use assets and definite-lived intangibles-net, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. An impairment loss is recognized for a long-lived asset group if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not considered recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset group over its remaining useful life and final disposition. The Company did not record any impairment charges related to long-lived asset groups for the years ended December 31, 2025, 2024 or 2023.
Long-Lived Assets by Geographic Area — The following table consists of geographic long-lived asset information, which includes property, plant and equipment-net, right-of-use assets and definite-lived intangibles-net. The table excludes goodwill and indefinite lived brands. All of the Company’s North American long-lived assets are located in the U.S. and Canada.
December 31,
2025		December 31,
2024
North America
$197,866 $72,115 
Finland12,004 10,950 
Sweden4,635 2,523 
Ireland3,595 3,599 
Other29 29 
Long-lived assets related to foreign operations20,263 17,101 
Long-lived assets-net$218,129 $89,216 
Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets recognized as part of acquisitions are not amortized but are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate a potential impairment. Intangible assets with defined useful lives are generally measured at cost, net of accumulated amortization and impairment, and are amortized on a straight-line basis over their estimated useful lives. Useful lives are determined based on expected cash flows and other relevant facts and circumstances specific to each asset.
In a qualitative impairment assessment, management considers factors including macroeconomic conditions, industry conditions, cost factors regarding raw materials and operations, legal and regulatory environments and historical financial performance. If an impairment indicator exists, a quantitative assessment is performed. The Company performed its goodwill impairment analysis at the reporting unit level, consisting of one reporting unit, as of October 1, 2025. The Company performed its indefinite lived intangible asset impairment analysis at the individual asset level as of October 1, 2025.
If management determines, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative goodwill impairment test would be required. The quantitative test for goodwill impairment is performed by determining the fair value of the reporting unit. Management has performed its evaluation and determined the fair value of the reporting unit is significantly greater than the carrying amount and, accordingly, the Company has not recorded any impairment charges related to goodwill during the years ended December 31, 2025, 2024 or 2023. See Note 8. Goodwill and Intangibles.
As a result of the Company’s strategic focus on its core product offerings and the decision not to pursue further expansion of Func Foods branded products, management concluded that the remaining carrying value of the Func Foods brand name, an indefinite-lived intangible asset, was no longer recoverable. Accordingly, the Company recorded an impairment charge to write off the remaining net book value of the Func Foods brand name during 2025. The Company did not record any other impairment charges related to indefinite-lived intangible assets for the current or prior periods presented. See Note 8. Goodwill and Intangibles.
Other Long-term Assets — Other long-term assets primarily consist of right-of-use assets related to the Company’s operating and finance leases, net of accumulated amortization. This category also includes long-term prepayments and deposits, long-term investments, certain long-term receivables and debt issuance costs related to the Revolving Credit Facility. The Company holds equity investments that are accounted for under the measurement alternative in accordance with ASC 321-10-35-2 for equity securities without readily determinable fair values. These investments are recorded at cost, adjusted for impairment and for observable price changes in orderly transactions for identical or similar investments of the same issuer. As of December 31, 2025 and 2024, the carrying amount of equity investments without readily determinable fair values was $17.0 million and $3.0 million, respectively.
Distributor Termination Fees — In connection with the A&R Distribution Agreements, the Company accrued distributor termination fees related to the transition of certain Alani Nu distribution to Pepsi. These accruals represent amounts expected to be paid to former distributors and, where applicable, amounts to be returned to Pepsi if actual termination costs are less than the upfront payments received from Pepsi. The Company recognizes these accruals when a loss is probable and reasonably estimable, based on current available information and updates estimates as facts change. Termination charges are presented as distributor termination fees in the Company's Consolidated Statements of Operations and Comprehensive Income. Termination accruals are presented as accrued distributor termination fees on the Consolidated Balance Sheets. See Note 4. Revenue and Note 10. Accrued Distributor Termination Fees.
Deferred Revenue — The Company receives payments from certain distributors as reimbursement for contract termination costs paid to the prior distributors. Amounts received or contractually due under new or amended distribution agreements related to these termination cost reimbursements are accounted for as deferred revenue and are recognized ratably over the anticipated life of the respective new or amended distribution agreements. Deferred revenue is classified and presented as separate current and non-current line items on the Company’s Consolidated Balance Sheets.
Other Current Liabilities — Other current liabilities primarily consist of state beverage container deposit obligations, short-term portions of finance and operating lease liabilities and sales tax payables, including those related to international operations. This category also includes the current portion of long-term debt and other miscellaneous short-term obligations.
Debt — The Company accounts for all debt instruments in accordance with the guidance provided under ASC 470. Debt is initially recognized at the amount of proceeds received, net of any original issue discounts or premiums and debt issuance costs, and is subsequently carried at amortized cost. Debt is classified as current or non-current based on the contractual maturity dates, subject to applicable refinancing arrangements.
Original issue discounts, premiums and debt issuance costs are recognized as interest expense over the term of the debt using the effective interest method. Debt issuance costs for the Revolving Credit Facility are recorded in other long-term assets on the Consolidated Balance Sheets. Debt issuance costs for the Term Loan Facility are recorded in long-term debt as a reduction to the long-term outstanding balance on the Consolidated Balance Sheets.
Amendments to debt instruments are evaluated to determine whether they represent a modification or an extinguishment in accordance with ASC 470-50. Modifications are accounted for prospectively, while extinguishments result in derecognition of the original debt and recognition of any resulting gain or loss in the Consolidated Statements of Operations and Comprehensive Income. Any fees paid to third parties are expensed in the Consolidated Statements of Operations and Comprehensive Income as incurred. See Note 11. Debt.
Other Long Term Liabilities — Other long-term liabilities primarily consist of operating and finance lease obligations due beyond one year, as well as deferred tax liabilities arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. This category also includes other long-term tax-related liabilities and miscellaneous obligations that are not expected to be settled within the next twelve months.
Treasury Stock — The Company accounts for treasury stock under the cost method, using the first-in, first-out, in accordance with ASC 505. Treasury stock is recorded as a contra-equity balance and reduces total stockholders’ equity on the Consolidated Balance Sheets. Treasury shares do not have voting rights, do not receive dividends and are excluded from the calculation of both basic and diluted EPS. Direct costs incurred in connection with repurchase transactions, including broker commissions and other transaction-related fees, are included in the cost of treasury shares on the Consolidated Balance Sheets.
There were no treasury stock retirements during the year ended December 31, 2025. Treasury stock may be reissued for various purposes, including the settlement of employee equity awards, acquisitions, or other corporate purposes. Upon reissuance, amounts in excess of the acquisition cost are credited to additional paid-in capital. If treasury stock is reissued at an amount below its acquisition cost and the additional paid-in capital associated with prior treasury stock transactions is insufficient to cover the difference, the resulting shortfall is recorded against retained earnings.
The Company’s ability to repurchase shares of its Common Stock or declare dividends is subject to restrictions imposed by Nevada law. Nevada law provides that no distribution (including dividends on, or the redemption or repurchase of, shares of capital stock) may be made if, after giving effect to such distribution, (i) the Company would not be able to pay its debts as they become due in the usual course of business, or (ii) except as otherwise specifically permitted by the articles of incorporation, the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed at the time of a dissolution to satisfy the preferential rights of preferred stockholders.
Revenue Recognition — The Company recognizes revenue in accordance with ASC 606. Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred based on the commercial terms of the agreement with the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. See Note 4. Revenue.
Cost of Revenue — Cost of revenue consists of the costs of raw materials, co-packing fees, repacking fees, inbound and outbound freight charges, certain internal transfer costs, warehouse expenses incurred prior to the manufacturing of the Company’s finished products, inventory allowance for excess and obsolete products and certain quality control costs. Raw materials account for the largest portion of the cost of revenue. Raw materials include concentrates and liquid bases, cans, other containers, flavors, ingredients and packaging materials.
Shipping and Handling Costs — Shipping and handling costs for freight charges on goods shipped are included in cost of revenue. Freight expense on goods shipped for the years ended December 31, 2025, 2024 and 2023 were approximately $124.3 million, $50.7 million and $58.7 million, respectively.
Selling, General and Administrative Expenses — Selling, general and administrative expenses include various operating expenses such as warehousing costs after manufacturing, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, design expenses and advertising cost as further discussed below. Selling, general and administrative expenses also include costs such as payroll costs, travel costs, professional service fees (including legal fees), depreciation and amortization and other selling, general and administrative costs.
Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company primarily utilizes targeted marketing initiatives across various channels, including print (e.g., print displays), radio, digital and streaming platforms, online and social media, television, direct sponsorships, endorsements and in-store displays. The Company incurred advertising expenses of approximately $318.9 million, $221.6 million and $160.0 million during the years ended December 31, 2025, 2024 and 2023, respectively.
Research and Development — Research and development costs are charged to selling, general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and production testing. The Company incurred expenses of approximately $2.4 million, $1.0 million and $1.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Stock-Based Compensation — The Company follows the provisions of ASC 718. Stock-based compensation cost is measured on the date of the grant based on the fair value of the stock awards. The costs are recognized over the respective vesting periods of the grants. Depending on the terms of the award, the Company recognizes compensation expense using either a straight-line amortization or an accelerated attribution method over the requisite service or vesting period, and recognizes forfeitures as they occur. See Note 15. Shareholders' Equity.
Foreign Currency Gain/Loss — The Company’s foreign subsidiaries’ functional currencies are either the local currencies of the countries where operations are located or the U.S. dollar. The Company’s foreign subsidiaries remeasure their assets and liabilities denominated in non-functional currencies on a periodic basis, and the gain or loss from these adjustments related to fluctuations in foreign exchange rates is included in the Consolidated Statements of Operations and Comprehensive Income in other (expense) income. For the years ended December 31, 2025, 2024 and 2023, the Company recognized net foreign exchange losses of approximately $1.4 million, $1.7 million and $1.2 million, respectively.
Foreign Currency Translation — The assets and liabilities of foreign operations are translated into U.S. dollars, which is the Company's reporting currency, using current exchange rates. Translation gains and losses, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in the Consolidated Statements of Operations and Comprehensive Income within other comprehensive income as foreign currency translation (loss) gain, net of income tax. For the years ended December 31, 2025, 2024 and 2023, the Company experienced a foreign currency translation net gain of approximately $6.4 million, a net loss of approximately $2.5 million and a net gain of approximately $1.2 million, respectively.
Income Taxes — Starting in 2025, the Company has come within the scope of the OECD Pillar Two framework, which establishes a global minimum corporate tax of 15.0% for companies with global revenues and profits above certain thresholds. Certain jurisdictions in which the Company operates enacted their respective tax laws to comply with Pillar Two. Refer to the Company's effective tax rate reconciliation in Note 12. Income Taxes for the Pillar Two impact on the Company's operations and results for the year ended December 31, 2025. The Company will continue to monitor pending legislation and implementation by individual countries.
Earnings per Share — The Company computes EPS in accordance with ASC 260, which requires that basic EPS is computed by dividing income or loss available to common stockholders by the weighted average number of shares of Common Stock outstanding. It also requires companies with different classes of participating securities stock to calculate EPS using the two-class method. The two-class method is an allocation of earnings (distributed and undistributed) between the holders of the Company's participating securities, including Common Stock and the Company’s participating preferred stock based on their respective participation rights in undistributed earnings. The more dilutive of the two-class method or the treasury stock method is used to determine diluted EPS.
The Company also computes diluted EPS, which includes the effect of all potentially dilutive shares of Common Stock that were outstanding during the period. Such dilutive securities may include RSU's, PSU's, stock options and Preferred Stock. For the computation of diluted EPS, the numerator is adjusted for the reallocation of earnings to participating securities, Preferred Stock in this case, reflecting the impact of potentially dilutive securities. The denominator is adjusted to include the weighted average number of additional shares of Common Stock that would have been outstanding if potentially dilutive shares of Common Stock had been issued. See Note 3. Earnings per Share.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires companies to provide an annual rate reconciliation in both dollar figures and percentages and changes the way annual income taxes paid are disclosed by all entities, necessitating a breakdown of annual income taxes paid by federal, state and foreign jurisdictions. The standard became effective for the Company beginning with fiscal year 2025 and was applied on a prospective basis.
Recently Issued Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU includes a collection of amendments intended to clarify, correct errors in, or make minor improvements to existing guidance across multiple Topics in the FASB ASC. The amendments are not expected to result in significant changes to current accounting practice. The standard is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-12 on its Consolidated Financial Statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the interim reporting requirements by improving the organization and navigability of required interim disclosures, clarifying when such guidance is applicable and establishing a principle requiring disclosure of events or changes occurring after the end of the most recent annual reporting period that have a material impact on interim results. This standard update will be effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and the guidance may be applied either prospectively to interim financial statements issued after the effective date or retrospectively to prior interim periods presented. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The ASU updates the guidance on the capitalization, amortization and impairment of internal-use software. The standard is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on its Consolidated Financial Statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU introduces a practical expedient that allows entities to estimate expected credit losses on current trade receivables and contract assets without incorporating macroeconomic factors, assuming current conditions persist over the asset’s remaining life. The Company currently incorporates macroeconomic factors, along with other inputs, into its allowance methodology, including forward-looking economic and market conditions. As such, the practical expedient under ASU 2025-05 would only apply if the Company elects to modify its current model. ASU 2025-05 became effective for all entities for annual reporting periods (including interim reporting periods within those annual periods) beginning after December 15, 2025, with early adoption permitted. The standard will become effective for the Company beginning with fiscal year 2026. The company will not elect the practical expedient and, as a result, the adoption of the ASU will have no effect on the Company's financial condition, results of operations or cash flows.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The effective date was further clarified by ASU 2025-01 in January 2025. These standards enhance expense disclosures by requiring more detailed information on the types of expenses included in certain captions within the Consolidated Financial Statements, including employee compensation, depreciation, amortization and costs incurred related to inventory and manufacturing activities in income statement expense captions, such as cost of sales and selling, general and administrative expenses. The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company will apply the new guidance on a prospective basis and expects ASU 2024-03 to impact only disclosures, with no effect on the Company's financial condition, results of operations or cash flows.
v3.25.4
EARNINGS PER SHARE
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
EARNINGS PER SHARE EARNINGS PER SHARE
The Company’s Preferred Stock is classified as a participating security in accordance with ASC 260 and is therefore included in the two-class method. Basic EPS reflects an allocation of period earnings to the Preferred Stock based on its contractual dividends and participation rights, as if all earnings for the period were distributed. The Preferred Stock does not participate in losses.
Dilutive EPS for the Preferred Stock is computed using the more dilutive of (i) the two-class method (distributed and undistributed) and (ii) the if-converted method. When the if-converted method results in greater dilution, diluted EPS is calculated as if all shares of Preferred Stock were converted into Common Stock at the beginning of the period (or at the issuance date, if later). In this case, Regular Dividends are added back to net income and the corresponding conversion shares are included in the denominator. When the if-converted method does not result in greater dilution, the Preferred Stock is excluded from diluted EPS as its effect would be anti-dilutive, and the two-class method is applied under which the Preferred Stock is treated as a participating security and earnings are allocated between Common Stock and the Preferred Stock based on their respective participation rights. The terms of the Series A Preferred Stock and Series B Preferred Stock are substantially identical, and both are classified as mezzanine equity, as discussed in Note 14. Mezzanine Equity. Treasury stock, including shares repurchased by the Company, is excluded from the calculation of both basic and diluted EPS from the respective repurchase dates, as such shares are not considered outstanding for purposes of determining weighted average shares.
For the years ended December 31,
202520242023
Numerator:
Net income$107,999 $145,074 $226,801 
Dividends on convertible Preferred Stock(37,608)(27,500)(27,462)
Income allocated to participating Preferred Stock(6,554)(10,117)(17,348)
Net income attributable to common stockholders$63,837 $107,457 $181,991 
Effect of dilutive securities:
Allocation of earnings to participating securities
$6,554 $10,117 $17,348 
Reallocation of earnings to participating securities
(6,493)(9,971)(16,934)
Net income available to common stockholders after assumed conversions$63,898 $107,603 $182,405 
Denominator:
Weighted average common shares outstanding, basic252,301 233,667 230,784 
Dilutive shares of Common Stock2,610 3,737 6,180 
Weighted average shares of Common Stock outstanding, diluted254,911 237,404 236,964 
Earnings per share:
Basic$0.25 $0.46 $0.79 
Diluted
$0.25 $0.45 $0.77 
For the years ended December 31, 2025, 2024 and 2023, approximately 26.0 million, 22.0 million and 22.0 million potentially dilutive shares of Common Stock, respectively, on a weighted average basis, were excluded from the computation of diluted EPS, primarily related to shares issuable upon conversion of the Company’s convertible Preferred Stock, with the remainder related to PSUs, as their inclusion would have been antidilutive.
v3.25.4
REVENUE
 12 Months Ended
Dec. 31, 2025
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The primary performance obligation is the promise to sell finished products to customers, including distributors, wholesalers and retailers. Performance obligations are typically satisfied once control or title is transferred based on the commercial terms of the applicable agreements with customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Revenue is recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages and are adjusted to reflect anticipated changes based on current business conditions. Consideration given to customers for advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service at or below fair market value, in which case the expense is classified as selling, general and administrative expenses in the Company's Consolidated Statements of Operations and Comprehensive Income. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in incentives the Company offers to its customers and their customers.
The following table sets forth the amount of revenue by geographical location:
For the years ended December 31,
202520242023
North America$2,422,490 $1,280,894 $1,263,341 
Europe72,544 61,696 43,722 
Asia-Pacific
12,971 5,658 4,755 
Other7,264 7,382 6,196 
Revenue$2,515,269 $1,355,630 $1,318,014 

All of the Company’s North American revenue was derived from the U.S. and Canada.
Promotional (Billback) Allowances
The Company’s promotional allowance programs with its customers are executed through separate agreements in the ordinary course of business (variable consideration). These agreements can provide for one or more of the arrangements described below and are of varying duration. The Company’s billbacks are calculated based on various programs with distributors and retail customers and accruals are established for the Company’s anticipated liabilities. These accruals are based on agreed upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and the performance of distributors and retail customers. Differences between estimated and actual promotional and other allowances are recognized in the period such differences are determined.
Promotional allowances are recorded as reductions to revenue and primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following:
•discounts from list prices to support price promotions to end-consumers by retailers;
•reimbursements given to distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products;
•the Company’s agreed share of fees given to distributors and/or directly to retailers for certain advertising, in-store marketing and promotional activities that cannot be separated from the transaction price;
•the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/or wholesalers;
•incentives provided to distributors and/or retailers for achieving or exceeding certain predetermined volume goals or other incentive targets;
•discounted products;
•contractual fees given to distributors for items sold below defined pricing targets; and
•contractual fees paid to the Company’s distributors related to sales made by the Company directly to certain customers within the distributors’ sales territories.
For the years ended December 31, 2025, 2024 and 2023, promotional allowances included as a reduction of revenue were $774.6 million, $455.1 million and $315.2 million, respectively. Accrued promotional allowances were $307.9 million and $135.9 million as of December 31, 2025 and 2024, respectively.
Transaction Agreement – Rockstar Acquisition and Captaincy
On the Closing Date of the Pepsi Transactions, the Company entered into the Transaction Agreement with Pepsi, pursuant to which (i) the Company acquired certain assets and assumed certain liabilities, comprising Rockstar in the U.S. and Canada and (ii) the Company and Pepsi commenced the Captaincy. Under the Captaincy, Pepsi is obligated to use commercially reasonable efforts to sell and distribute the Company’s energy drink portfolio in the U.S. and to prioritize the Company's products within its U.S. beverage distribution system. The arrangement provides the Company with enhanced control and oversight of the energy drink category within Pepsi’s U.S. distribution network, including the ability to determine product facings, merchandising allocations and certain promotional priorities for energy beverages. In connection with the Transaction Agreement, the Company initially recognized an asset of $598.8 million for a payment to its customer, which is presented within deferred other costs, current and non-current, on the Consolidated Balance Sheets. The asset is being amortized as a reduction of revenue over the approximate 17-year term of the A&R U.S. Distribution Agreement in accordance with ASC 606. See Note 5. Acquisitions and Note 13. Related Party Transactions.
Amended and Restated Distribution Agreements
On the Closing Date of the Pepsi Transactions, the Company entered into the A&R Distribution Agreements with Pepsi, which amended and restated in its entirety the Original U.S. Distribution Agreement and Original Canadian Distribution Agreement, predominantly to include Pepsi’s distribution of Alani Nu and Rockstar products (in addition to existing Celsius products). The other material terms and covenants, including termination provisions, contained in the original agreements remain in full force and effect. In connection with this product transition, the Company has incurred fees from the termination of agreements with certain former Alani Nu distributors and the transfer of territory rights to Pepsi. Pepsi will reimburse the Company for such fees up to $275.0 million to facilitate the transition of these distribution rights to Pepsi. Amounts received from Pepsi are contractually restricted to be used only to pay termination fees owed to those former distributors. Any excess cash received over amounts paid to other distributors must be refunded to Pepsi. After deducting amounts paid to terminated distributors, the net cash balance is presented as restricted cash on the Consolidated Balance Sheets. Amounts received and receivable pursuant to the A&R U.S. Distribution Agreement relating to the costs associated with terminating certain of the Company’s prior distributors have been accounted for as deferred revenue and are being amortized over the approximate 17-year term of the agreement. See Note 13. Related Party Transactions.
v3.25.4
ACQUISITIONS
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS
Rockstar Acquisition
On the Closing Date of the Pepsi Transactions, the Company entered into a series of transactions with Pepsi, pursuant to which the Company acquired Rockstar in the U.S. and Canada, as well as certain related property, plant and equipment, inventory, customer relationships and marketing functions. The Rockstar Acquisition was accounted for as a business combination under ASC 805.
On the Closing Date of the Pepsi Transactions, the Company entered into the Series B Purchase Agreement with Pepsi. Under this agreement, the Company issued 390,000 shares of newly designated Series B Preferred Stock, with a par value of $0.001 per share. Concurrently and in connection with the Pepsi Transactions, the Company amended the redemption and conversion rights of the 1,466,666 outstanding shares of Series A Preferred Stock previously issued to Pepsi on August 1, 2022. This amendment aligned the terms of the Series A Preferred Stock, including the redemption period, with those of the newly issued Series B Preferred Stock.
The estimated fair value of the Series B Preferred Stock, along with the estimated incremental fair value of Series A Preferred Stock resulting directly from the amendment, was treated as noncash consideration, partially accounted for under ASC 805 as consideration transferred for the Rockstar Acquisition and partially accounted for under ASC 606 as an implicit upfront payment to Pepsi in its capacity as a customer of the Company.
The consideration attributable to the Rockstar Acquisition was estimated based on both the income and market approaches. Given Rockstar's distinct size, scale and recent performance relative to its industry peers, the Company primarily relied on the discounted cash flow method, a form of the income approach. The resulting valuation was then corroborated by analyzing implied market multiples of comparable publicly traded companies, with adjustments made to reflect differences in growth prospects, profitability and risk profile.
The total consideration related to the Pepsi Transactions consisted of (i) non-cash consideration associated with the issuance of the Series B Preferred Stock and the amendment to the terms of the Series A Preferred Stock less (ii) cash consideration received from Pepsi related to net working capital adjustments, which compensated the Company for certain working capital requirements of Rockstar.
The preliminary purchase consideration was calculated as follows:
Purchase Consideration
Total estimated fair value of Series B Preferred Stock$907,920 
Total incremental estimated fair value of Series A Preferred Stock 27,867 
Total fair value of Series B Preferred Stock and incremental fair value of Series A Preferred Stock$935,787 
Fair value of non-cash amount attributable to ASC 606 implicit upfront payment to customer$598,787 
Fair value of non-cash amount attributable to ASC 805 business acquisition$337,000 
Less: Net working capital cash received from Pepsi [1]
(29,397)
Total preliminary Rockstar purchase consideration$307,603 
[1]     This amount includes net working capital adjustments received from Pepsi pursuant to the Transaction Agreement, of which $29.2 million was received in cash and is classified within investing activities in the Consolidated Statements of Cash Flows for the year ended December 31, 2025.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the Closing Date of the Pepsi Transactions. The Company is in the process of reviewing and finalizing third-party valuations of certain intangible assets, tangible assets and finished goods inventory; therefore, the provisional measurements of assets acquired are subject to change as the valuation procedures are finalized.

At August 28, 2025
ASSETS
Inventories$10,288 
Property, plant and equipment4,917 
Brands176,000 
Customer relationships5,500 
Prepaid expenses and other current assets1,461 
LIABILITIES
Accrued expenses390 
Net identifiable assets acquired$197,776 
Goodwill109,827 
Total preliminary Rockstar purchase consideration$307,603 

The Rockstar Acquisition resulted in the recognition of $109.8 million of goodwill, primarily composed of the expansion of Rockstar and the development of new intellectual property through innovation, the value of the assembled workforce, particularly key personnel in advertising and marketing and projected synergies resulting from the integration of distribution networks. Goodwill recognized is expected to be deductible for tax purposes and has been allocated to the Company’s single reporting unit.
Intangible assets acquired
The fair value of the intangible brand asset was estimated using the relief-from-royalty method, an income approach technique that reflects the royalty expense a market participant would avoid by owning rather than licensing the brand. Key assumptions included forecasted revenue and cash flows attributable to the brand, a royalty rate and a discount rate. The brand asset was determined to have an indefinite useful life. The valuation relied on significant unobservable inputs and is therefore classified as a Level 3 fair value measurement. Changes in forecasted revenues, royalty rates or discount rates could result in materially different fair value measurements. The acquired brand intangible asset includes all trademarks, trade names, proprietary formulas, recipes and other intellectual property.
The fair value of the customer relationships intangible asset was estimated using the with-and-without method, a form of the income approach that quantifies the economic benefit of having existing customer relationships in place as of the acquisition date. This method measures the difference in the present value of expected cash flows between two scenarios, one in which the business retains its existing customer base and one in which it must reestablish those relationships over time. Key assumptions included forecasted revenue recovery rates, a discount rate and the cost and time required to reestablish customer relationships. The valuation relied on significant unobservable inputs and is therefore classified as a Level 3 fair value measurement. Accordingly, changes in these assumptions could result in materially different fair value measurements.
The identifiable customer relationships asset acquired will be amortized on a straight-line basis over its estimated useful life. The following table summarizes the estimated fair values of identifiable intangible assets acquired and their respective amortization periods:

Estimated Useful Life in YearsAt August 28, 2025
BrandsIndefinite$176,000 
Customer relationships105,500
Total intangibles acquired$181,500 

Rockstar Operations
Rockstar’s operations generated approximately $55.6 million of revenue and $16.9 million of net income before provisions for income taxes for the period from the Closing Date of the Pepsi Transactions through December 31, 2025. The results included $12.6 million of other income recorded within other (expense) income in the Consolidated Statements of Operations and Comprehensive Income. This amount reflects sales of Rockstar products under the transition service agreement under which the Company was an agent in certain sales transactions during the period from the Closing Date of the Pepsi Transactions through December 31, 2025.
Transaction Costs
In conjunction with the Rockstar Acquisition, the Company incurred approximately $11.4 million of transaction costs for the year ended December 31, 2025. Costs were recognized as selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income.
For more information on the components of the Pepsi Transactions, see Note 4. Revenue, Note 13. Related Party Transactions and Note 14. Mezzanine Equity.
Alani Nu Acquisition
On the Closing Date of Alani Nu, the Company completed the Alani Nu Acquisition pursuant to the terms of the membership interest purchase agreement dated February 20, 2025. The total preliminary purchase consideration was composed of (i) cash consideration as outlined in the table below, subject to finalization of customary post-closing adjustments, (ii) an aggregate of 22,451,224 unregistered shares of the Company's Common Stock subject to a registration rights agreement and a lock-up agreement that restricts the sale or transfer of the Company's Common Stock, with one-third of the Common Stock released from restrictions on each of April 1, 2026, October 1, 2026 and April 1, 2027 and (iii) up to $25.0 million in additional cash consideration, which the Company determined to be fully payable based on Alani Nu’s revenue meeting the agreed upon target for calendar year 2025.
The Alani Nu Acquisition was accounted for as a business combination. Preliminary purchase consideration consisted of the following:

Purchase Consideration
Cash consideration [1]
$1,322,425 
Share consideration721,964 
Contingent consideration[2]
11,200 
Preliminary fair value of purchase consideration$2,055,589 
[1] Amount includes base cash consideration of $1,275.0 million per the Alani Nu purchase agreement, plus $22.4 million of cash paid in connection with the finalization of customary post-closing adjustments, plus Alani Nu closing cash acquired, offset by certain indebtedness related items. During the year ended December 31, 2025, the Company paid $1,278.8 million, net of cash acquired, as reflected in the Consolidated Statements of Cash Flows.
[2] A probability-weighted expected return method was used to value the contingent consideration as of the Closing Date of Alani Nu, whereby the value is determined based on expected cash flows under various scenarios related to the achievement of the revenue target. The measurement includes significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820.

The Company funded the cash consideration using cash on hand and proceeds from the Term Loan Facility under the Credit Agreement, as described in Note 11. Debt. In connection with the Alani Nu Acquisition, the Company initially recognized a liability for contingent consideration of $11.2 million, payable subject to the achievement of a revenue target by December 31, 2025, with a potential payment of $25.0 million. If the target were not achieved, then no consideration would have been payable. During the year, the contingent consideration was remeasured to the maximum $25.0 million payout, driven by the outperformance of Alani Nu's revenue results relative to the financial projections as of the Closing Date of Alani Nu and ultimately by exceeding the agreed-upon revenue target. The full amount of $25.0 million is reflected as Contingent consideration on the Consolidated Balance Sheets. A fair value adjustment of $13.8 million was recognized in selling, general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Income.
The estimated fair value of the 22,451,224 shares of Common Stock issued to the Sellers was $32.16 per share. This represents the closing share price of $35.73 on the Closing Date of Alani Nu, adjusted by a DLOM of 10.0%, given that the offer and sale of the shares were not registered under the Securities Act and are “restricted securities” as defined by Rule 144 promulgated under the Securities Act. The DLOM was calculated based on the Finnerty model, which incorporates Level 2 and 3 inputs and assumptions, including historical stock volatility, management’s estimated time to liquidity based on the Company’s expectations for the time to register the shares post-closing and a historical dividend yield.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the Closing Date of Alani Nu. The Company is still finalizing and reviewing the estimated fair values of certain assets acquired and liabilities assumed. Accordingly, additional measurement period adjustments may be recorded. The provisional measurements of intangible assets, net working capital assets, property, plant and equipment and goodwill are subject to change as the valuation procedures are finalized.

At April 1, 2025
ASSETS
Cash and cash equivalents$43,655 
Accounts receivable [1]
83,655 
Inventories [1] [2]
95,425 
Prepaid expenses and other current assets1,699 
Property, plant and equipment [1]
2,662 
Brands1,104,000 
Customer relationships111,000 
LIABILITIES
Accounts payable49,117 
Accrued expenses [1] [3]
52,371 
Deferred revenue-current8,519 
Other current liabilities426 
Deferred revenue-non-current3,780 
Other long term liabilities6,698 
Net identifiable assets acquired$1,321,185 
Goodwill734,404 
Total purchase consideration$2,055,589 
[1] Includes fair value adjustments subject to finalization during the measurement period see Measurement Period Adjustments section below.
[2] Includes an inventory valuation step-up of $21.7 million which was recognized as an adjustment to the Company’s cost of revenue in the Consolidated Statements of Operations and Comprehensive Income. The preliminary fair value was determined based on Level 3 inputs including the estimated selling price of the inventory, less the remaining estimated costs to sell such inventory and an estimated normal profit margin on the disposal efforts.
[3] Includes $3.1 million the Company paid relating to the settlement of the net working capital adjustment. The settlement resulted in a decrease in accrued expenses and an increase in the estimated total purchase consideration. The adjustment did not impact goodwill.
The Alani Nu Acquisition resulted in the recognition of $734.4 million of goodwill, attributable to anticipated revenue synergies, combined distribution capabilities and operational and administrative cost efficiencies. The majority of goodwill recognized is expected to be deductible for tax purposes and has been allocated to the Company’s single reporting unit.
Intangible assets acquired
The fair value of the intangible brand asset was estimated using the relief-from-royalty method, an income approach technique that reflects the royalty expense a market participant would avoid by owning rather than licensing the brand. Key assumptions included forecasted revenue and cash flows attributable to the brand, the royalty rate used in the brands valuation and a discount rate. The intangible brand asset was determined to have an indefinite useful life. The valuation relied on significant unobservable inputs and is therefore classified as a Level 3 fair value measurement. Changes in forecasted revenues, royalty rates or discount rates could result in materially different fair value measurements. The acquired brand intangible asset includes all trademarks, trade names, proprietary formulas, recipes and other intellectual property.
The customer relationships were estimated using a combination of the with-and-without method, an income approach and a cost approach. This method reflects the benefits of having existing customer relationships in place at acquisition. Key assumptions included forecasted revenue recovery rates, a discount rate and the cost and time required to reestablish customer relationships. The valuation relied on significant unobservable inputs and is therefore classified as a Level 3 fair value measurement. Accordingly, changes in these assumptions could result in materially different fair value measurements.
The following table summarizes the estimated fair value of identifiable intangible assets acquired and their respective remaining amortization periods:
Estimated Useful Life in YearsAt April 1, 2025
BrandsIndefinite$1,104,000 
Customer relationships 5111,000
Total intangibles acquired$1,215,000 
The identifiable customer relationships asset acquired will be amortized on a straight-line basis over its estimated useful life.
Alani Nu Operations
Alani Nu's operations generated approximately $1001.9 million of revenue for the period from the Closing Date of Alani Nu through December 31, 2025. Given the level of integration, the Company determined that it is impracticable to produce standalone Alani Nu net income amounts. Certain functions, including supply chain, promotional allowances and shared services are commingled within our reporting system. In line with ASC 805 and the impracticability criteria under ASC 250-10-45-9, isolating Alani Nu’s results would require assumptions about prior intent and significant estimates that cannot be objectively substantiated.
Transaction Costs
In conjunction with the Alani Nu Acquisition, the Company incurred approximately $24.8 million of transaction costs for the year ended December 31, 2025. Costs were recognized as selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income. Costs associated with the issuance of Common Stock issued as consideration in the Alani Nu Acquisition were immaterial.
Measurement Period Adjustments
Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date. As a result of further refining the estimates and assumptions since the date of acquisition, the Company recorded the following measurement period adjustments to the initial opening balance sheet for the year ended December 31, 2025:
•$1.2 million increase to accounts receivable and $0.4 million decrease to inventory related to an in-transit inventory accrual;
•$2.9 million decrease in property, plant and equipment-net, with a corresponding immaterial impact on depreciation expense, and decreases in prepaid expenses and other current assets; and
•$3.5 million increase to accrued expenses related to customer promotional allowances.

All measurement period adjustments resulted in corresponding adjustments to goodwill. The allocation of the purchase consideration to the assets acquired and liabilities assumed is preliminary. The final determination of fair values will be completed within one year of the acquisition date, consistent with ASC 805.
Pro forma Consolidated Financial Information
The following unaudited pro forma financial information summarizes the results of operations for the periods indicated as if the Alani Nu Acquisition and Rockstar Acquisition had been completed on January 1, 2024. The unaudited pro forma information is not necessarily indicative of the results that the Company would have achieved had the acquisitions actually occurred on January 1, 2024, nor does such information purport to be indicative of future financial operating results.


For the years ended December 31,
20252024
Revenue$3,003,677 $2,317,965 
Net income218,748 147,638 
Net income attributable to common stockholders$143,047 $80,291 
The unaudited pro forma financial information includes, where applicable, adjustments for (i) the recognition in cost of revenue of the inventory step-up, (ii) amortization expense related to acquired customer relationship intangible assets, (iii) additional interest expense for borrowings related to funding the acquisitions and (iv) associated tax-related impacts of adjustments. These pro forma adjustments are based on the available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the acquisitions with the Company's historical financial information on a pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business.
Big Beverages Acquisition

On November 1, 2024, the Company acquired 100% of the outstanding voting equity interests of Big Beverages, the Company's long time co-packer located in Huntersville, North Carolina. The acquisition provided the Company with in-house manufacturing capacity including access to manufacturing and warehouse facilities and a skilled workforce. The total purchase consideration was cash of $75.3 million, which is net of $1.5 million of acquired cash. The transaction was accounted for as a business combination under ASC 805. There have been no changes to the purchase price allocation since December 31, 2024 and the purchase price allocation is final.
A summary of the allocation of the total purchase consideration is presented below:
Purchase ConsiderationGoodwillProperty, Plant and Equipment AcquiredOther Net Identifiable Assets Acquired
Big Beverages Acquisition
$76,812 $58,257 $13,254 $5,301 

The acquired intangible asset fair values consisted of the following, which are amortized on a straight-line basis over their estimated useful lives:
Estimated Useful Life in YearsAt November 1, 2024
Customer relationships6$900 
Brands
3500 
Intangibles$1,400 
The fair value of identifiable intangible assets was estimated using discounted cash flow models with Level 3 inputs. Customer relationships were valued using the multi-period excess earnings method and the brand was valued using the relief-from-royalty method. These valuations relied on significant unobservable inputs, and changes in the underlying assumptions could result in materially different fair value measurements. Goodwill recognized in the transaction reflects expected synergies, including enhanced manufacturing capabilities and the assembled workforce and was allocated to the Company’s single reporting unit. Acquisition-related costs of approximately $0.3 million were expensed as incurred and recorded in selling, general and administrative expenses during the year ended December 31, 2024.
v3.25.4
DEBT
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
Debt consisted of the following:
December 31, 2025
Term loan, due 2032$698,250 
Less: current portion[1]
(7,000)
Less: unamortized discount and debt issuance costs(21,324)
Total long-term debt$669,926 
[1] The current portion of the Company’s debt is included in other current liabilities on the Consolidated Balance Sheets.
The Company’s debt outstanding as of December 31, 2025 matures as follows:

2026$7,000 
20277,000 
20287,000 
20297,000 
20307,000 
Thereafter663,250 
Total debt$698,250 
Unamortized discounts and debt issuance costs(21,324)
Total debt, net of unamortized discounts and debt issuance costs$676,926 

Credit Agreement

On April 1, 2025, Celsius Holdings, Inc. and Celsius, Inc., as borrowers, together with certain subsidiaries of Celsius as guarantors, entered into the Credit Agreement with the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent. The Credit Agreement provided for a Term Loan Facility in an aggregate principal amount of up to $900.0 million, which was fully drawn on the Closing Date of Alani Nu to fund a portion of the cash consideration, payable to the Sellers in the Alani Nu Acquisition, and the Revolving Credit Facility in an aggregate principal amount of up to $100.0 million (which could include the issuance of letters of credit in a stated face amount of up to, but not exceeding, $50.0 million). The Term Loan Facility matures on April 1, 2032 and the Revolving Credit Facility matures on April 1, 2030.

The obligations under the Credit Agreement are guaranteed by certain wholly owned domestic subsidiaries of the Company, subject to customary exclusions, and are secured by a first-priority security interest in substantially all of the assets of the Company, the borrowers and the guarantors, including cash, accounts receivable, intellectual property, books and records and related assets and certain intellectual property of other subsidiaries.

The Credit Agreement further contains certain customary restrictive covenants that, among other things, generally limit the ability of the Company and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) sell assets, (iv) enter into transactions with affiliates, (v) effect mergers and (vi) incur indebtedness. The Credit Agreement additionally contains customary representations, warranties, affirmative covenants and events of default (subject to grace periods). As of December 31, 2025, management had not identified any events of non-compliance with the covenants under the Amended Credit Agreement.

The following table summarizes the material interest rate terms applicable to borrowings under the Company’s Credit Agreement before the First Refinancing Amendment became effective on October 2, 2025. Borrowings bore interest at either a benchmark rate or an alternate base rate:

FacilityRate TypeApplicable Rate
Term Loan Facility
Benchmark Rate[1]
3.25%
Alternate Rate[2]
2.25%
Revolving Credit Facility
Benchmark Rate[1]
3.00%
Alternate Rate[2]
2.00%
Revolving Credit Facility
Commitment Fee[3] (unused portion)
0.50%
[1] Bear interest at the benchmark rate, including Term SOFR or, in the case of certain foreign currency borrowings, EURIBOR, plus the applicable rate shown above.
[2] Bear interest at the alternate base rate, plus the applicable rate shown above. The alternate base rate is defined as the highest of (i) the U.S. prime rate, (ii) the Federal Funds Rate plus 0.50%, (iii) the Benchmark Rate for an interest period of one month plus 1.00% and (iv) 1.00%.
[3] The commitment fee is payable on the unused portion of the Revolving Credit Facility.
On October 2, 2025, the Company amended the Credit Agreement through the First Refinancing Amendment to refinance the existing Term Loan Facility and reduce the applicable interest rate margin by 0.75% on both the Term Loan Facility and the Revolving Credit Facility. All other material terms of the Credit Agreement remained unchanged. Immediately prior to the First Refinancing Amendment, the Company repaid $197.8 million of the outstanding principal of the Term Loan Facility in accordance with the terms of the original Credit Agreement. The Company accounted for the transaction as a debt modification with a partial extinguishment which was related to the repayment immediately prior to the amendment. As a result, the Company recorded a loss on extinguishment of debt of approximately $6.0 million, which is included in Total other (expense) income in the Consolidated Statements of Operations and Comprehensive Income.

The following table summarizes the material interest rate terms applicable to borrowings under the Credit Agreement after giving effect to the First Refinancing Amendment. Borrowings bear interest at either a benchmark rate or an alternate base rate, and applicable rates are subject to potential step-downs in 0.25% increments pursuant to a pricing grid based on net leverage:

FacilityRate TypeApplicable Rate
Term Loan Facility
Benchmark Rate[1]
2.50%
Alternate Rate[2]
1.50%
Revolving Credit Facility
Benchmark Rate[1]
2.25%
Alternate Rate[2]
1.25%
Revolving Credit Facility
Commitment Fee[3] (unused portion)
0.50%
[1] Bear interest at the benchmark rate, including Term SOFR or, in the case of certain foreign currency borrowings, EURIBOR, plus the applicable rate shown above.
[2] Bear interest at the alternate base rate, plus the applicable rate shown above. The alternate base rate is defined as the highest of (i) the U.S. prime rate, (ii) the federal funds rate plus 0.50%, (iii) the Benchmark Rate for an interest period of one month plus 1.00% and (iv) 1.00%.
[3] The commitment fee is payable on the unused portion of the Revolving Credit Facility.

The effective interest rate on the Term Loan Facility as of December 31, 2025 was 7.09%.

The Company used the proceeds from the First Refinancing Amendment to repay in full the outstanding balance of the Term Loan Facility in the amount of $700.0 million. In connection with the refinancing, the Company incurred $0.8 million of original issuance costs, which were deferred and will be amortized over the term of the Term Loan Facility. Third-party fees were expensed as incurred and totaled approximately $0.1 million. As of December 31, 2025, the Company’s unamortized debt discount and debt issuance costs related to the Term Loan Facility were $21.3 million, which is included as a reduction of long-term debt in the Consolidated Balance Sheets.

There were no borrowings and no letters of credit outstanding under the Revolving Credit Facility as of December 31, 2025. As of December 31, 2025, the Company’s unamortized debt issuance costs related to the Revolving Credit Facility were $2.3 million, which is included in other long-term assets in the Consolidated Balance Sheets.
Beginning on September 30, 2025, the Credit Agreement required quarterly payments equal to 0.25% of the original principal balance, and, after giving effect to the First Refinancing Amendment, the Credit Agreement has required quarterly principal payments equal 0.25% of the refinanced principal amount. The Company made $4.0 million of mandatory principal payments during the year ended December 31, 2025 and a principal repayment in connection with the First Refinancing Amendment of $197.8 million. Additionally, the Credit Agreement requires mandatory prepayments in connection with certain assets sales, the incurrence of certain additional indebtedness and the Company’s cash flow exceeding specified thresholds, in each case subject to various limitations and exceptions.
v3.25.4
GOODWILL AND INTANGIBLES
 12 Months Ended
Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLES GOODWILL AND INTANGIBLES
The following table reflects goodwill activity for the years ended December 31, 2025 and 2024:
Goodwill
Balance at December 31, 2023$14,173 
Big Beverage Acquisition58,257 
Foreign currency translation(848)
Balance at December 31, 2024$71,582 
Alani Nu Acquisition734,404 
Rockstar Acquisition109,827 
Foreign currency translation1,747 
Balance at December 31, 2025$917,560 
The carrying amounts and accumulated amortization of intangible assets, net of the impact of foreign exchange rate fluctuations, as of December 31, 2025 and 2024 were as follows:
Estimated Weighted Average Useful Life in Years
December 31, 2025
December 31, 2024
Definite-lived intangible assets
Customer relationships7.45$132,183 $13,970 
Brands
3
500 500 
Less: accumulated amortization(20,773)(2,692)
Definite-lived intangible assets, net$111,910 $11,778 
Indefinite-lived intangibles assets
Brandsindefinite$1,280,487 $435 
Less: impairment(482)— 
Indefinite-lived intangible assets$1,280,005 $435 
Brands-net$1,280,311 $907 
Customer relationships-net$111,604 $11,306 

The following table reflects the future estimated annualized amortization expense related to definite-lived intangible assets:
2026$23,653 
202723,626 
202823,487 
202923,487 
20306,812 
Thereafter10,845 
Total
$111,910 
As of December 31, 2025 and December 31, 2024, there were no indicators of goodwill impairment. During the second quarter of 2025, the Company reassessed the remaining carrying value of the Func Foods brand name intangible asset. The Company recorded a non-cash impairment charge of approximately $0.5 million (including the impact of foreign exchange) to fully write off the remaining carrying amount of the Func Foods brand name. This charge is included within other (expense) income on the Consolidated Statements of Operations and Comprehensive Income. Intangible asset amortization expense for the years ended December 31, 2025, 2024 and 2023 was approximately $17.7 million, $0.6 million and $0.5 million, respectively. Amortization expense is primarily included in selling, general and administrative expenses
v3.25.4
INVENTORIES
 12 Months Ended
Dec. 31, 2025
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories are valued at the lower of cost or net realizable value with costs approximating those determined under the first-in, first-out method. Changes in the inventory reserve are included in cost of revenue.
Inventories-net consist of the following:
December 31, 2025
December 31, 2024
Finished goods$272,750 $108,786 
Raw materials
74,654 27,088 
Less: inventory reserve(9,706)(4,709)
Inventories-net$337,698 $131,165 
v3.25.4
LEASES
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
LEASES LEASES
The Company leases office space, warehouses and vehicles, in the U.S. and internationally under both operating and finance lease arrangements. Finance leases were not material as of both December 31, 2025 and 2024. Variable lease expense related to operating leases, excluding non-lease components included in total lease costs, did not have a significant impact on the Company's Consolidated Financial Statements.
Operating lease costs for the years ended December 31, 2025, 2024 and 2023 were $5.7 million, $2.1 million and $0.8 million, respectively.
Supplemental cash flow information and non-cash activity were as follows:
For the years ended December 31,
202520242023
Cash paid for amounts related to lease liabilities:
Operating cash flows from operating leases$4,099 $1,684 $836 
Non-cash lease activity:
Right-of-use assets obtained in exchange for lease obligations$1,079 $21,934 $1,816 
Weighted-average remaining lease terms and discount rates for operating leases were as follows:
For the years ended December 31,
202520242023
Weighted-average remaining lease terms in years:
Operating leases4.575.292.89
Weighted-average discount rate:
Operating leases5.28 %5.23 %6.77 %
The aggregate annual operating lease obligations at December 31, 2025, were as follows:
Operating Leases
2026$5,012 
20275,189 
20284,008 
20293,699 
2030680 
Thereafter2,018 
Total future minimum lease payments$20,606 
Less: amounts representing interest(2,390)
Present value of lease liabilities18,216 
Less: current portion(4,456)
Long-term portion$13,760 

Subsequent to December 31, 2025, the Company entered into a lease agreement for additional space in its U.S. principal executive office located in Boca Raton, Florida, with an initial lease term of approximately four years. As the lease commenced subsequent to the end of the reporting period, the related right-of-use assets and lease liabilities have not been recognized in the accompanying Consolidated Financial Statements.
LEASES LEASES
The Company leases office space, warehouses and vehicles, in the U.S. and internationally under both operating and finance lease arrangements. Finance leases were not material as of both December 31, 2025 and 2024. Variable lease expense related to operating leases, excluding non-lease components included in total lease costs, did not have a significant impact on the Company's Consolidated Financial Statements.
Operating lease costs for the years ended December 31, 2025, 2024 and 2023 were $5.7 million, $2.1 million and $0.8 million, respectively.
Supplemental cash flow information and non-cash activity were as follows:
For the years ended December 31,
202520242023
Cash paid for amounts related to lease liabilities:
Operating cash flows from operating leases$4,099 $1,684 $836 
Non-cash lease activity:
Right-of-use assets obtained in exchange for lease obligations$1,079 $21,934 $1,816 
Weighted-average remaining lease terms and discount rates for operating leases were as follows:
For the years ended December 31,
202520242023
Weighted-average remaining lease terms in years:
Operating leases4.575.292.89
Weighted-average discount rate:
Operating leases5.28 %5.23 %6.77 %
The aggregate annual operating lease obligations at December 31, 2025, were as follows:
Operating Leases
2026$5,012 
20275,189 
20284,008 
20293,699 
2030680 
Thereafter2,018 
Total future minimum lease payments$20,606 
Less: amounts representing interest(2,390)
Present value of lease liabilities18,216 
Less: current portion(4,456)
Long-term portion$13,760 

Subsequent to December 31, 2025, the Company entered into a lease agreement for additional space in its U.S. principal executive office located in Boca Raton, Florida, with an initial lease term of approximately four years. As the lease commenced subsequent to the end of the reporting period, the related right-of-use assets and lease liabilities have not been recognized in the accompanying Consolidated Financial Statements.
v3.25.4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 12 Months Ended
Dec. 31, 2025
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED EXPENSES ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As of December 31, 2025 and 2024, accounts payable was approximately $137.9 million and $41.3 million, respectively.
Accrued expenses consisted of the following:
December 31,
2025		December 31,
2024
Accrued marketing $72,789 $34,774 
Accrued legal64,104 63,328 
Unbilled purchases22,280 13,754 
Payroll liabilities18,091 6,656 
Other accrued expenses
53,457 30,268 
Accrued expenses$230,721 $148,780 
As of December 31, 2025 and 2024, accrued legal included $59.5 million and $54.9 million, respectively, related to the Strong Arm Productions ongoing litigation, refer to Note 17. Commitments and Contingencies.
v3.25.4
ACCRUED DISTRIBUTOR TERMINATION FEES
 12 Months Ended
Dec. 31, 2025
Restructuring and Related Activities [Abstract]  
ACCRUED DISTRIBUTOR TERMINATION FEES ACCRUED DISTRIBUTOR TERMINATION FEES
Primarily in connection with the A&R Distribution Agreements, the Company issued termination notices to existing Alani Nu distributors and is transferring certain territory rights to Pepsi. As a result, the Company estimated the amounts expected to be paid to former distributors and recorded the corresponding termination costs as distributor termination fees within the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2025. The majority of termination notices were delivered during the year ended December 31, 2025 and the related expenses were recognized upon delivery of such notices in accordance with ASC 420.
Accrued distributor termination fees consisted of the following:
Accrued Distributor Terminations
Balance as of December 31, 2024$— 
Current period distributor termination fees[1]
333,708 
Less: payments of distributor termination fees(69,620)
Balance as of December 31, 2025$264,088 
[1] This amount includes the distributor termination fees of $327.5 million recognized in the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2025, plus an additional $6.2 million of previously recorded deferred revenue related to pre-acquisition distributor transition payments that also became due to the former distributors upon the termination of such distributors during the year ended December 31, 2025.
v3.25.4
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
In August 2022, the Company and Pepsi, a related party due to its ownership interest in the Company and Board representation, entered into multiple agreements, including the Original Purchase Agreement, the Original U.S. Distribution Agreement and the Original Transition Agreement. Under the Original Purchase Agreement, the Company issued approximately 1.5 million shares of non-voting Series A Preferred Stock to Pepsi for an aggregate purchase price of $550.0 million. The fair value of the Series A Preferred Stock at issuance was estimated at $832.5 million, resulting in $282.5 million of excess fair value recorded as deferred costs within the Consolidated Balance Sheets.

In August 2025, the Company entered into a series of strategic transactions with Pepsi. As part of these transactions, the Series A Preferred Stock was modified to align key terms, such as conversion and redemption dates, with those of the newly issued Series B Preferred Stock. The Company recorded an increase of $27.9 million to the Series A Preferred Stock carrying value as part of the overall Pepsi Transactions.

Under the Series B Purchase Agreement, which was also entered into in August 2025, the Company issued 390,000 shares of Series B Preferred Stock to Pepsi. Each share of Series B Preferred Stock is convertible, subject to certain conditions and adjustments, into approximately 29 shares of Common Stock and Pepsi obtained the right to currently designate one additional Board member. The Series B Preferred Stock issued in connection with the Pepsi Transactions had a stated purchase price of $585.0 million and reflected a portion of the total non-cash consideration. The total non-cash consideration of $935.8 million comprised the fair value of the newly issued Series B Preferred Stock and the modified Series A Preferred Stock. The total non-cash consideration was allocated among the various components of the Pepsi Transactions, including the implicit upfront payment to Pepsi for the Captaincy, considering the allocation measurement principles of ASC 606, and the Rockstar Acquisition, based on the estimated value of Rockstar. As part of these arrangements, the Company and Pepsi also entered into the A&R Distribution Agreements under which Pepsi became the primary distributor of Celsius, Alani Nu and Rockstar products in the U.S. and Canada.

Pepsi provided the Company cash under the A&R U.S. Distribution Agreement to fund the terminations of certain of Alani Nu's former distributors. As of December 31, 2025, the Company had received $210.8 million in cash from Pepsi related to reimbursements for distributor termination fees. The Company is entitled to receive an additional expected amount of $64.2 million in cash from Pepsi for the remaining distributor termination fees. The cash received is recorded as restricted cash, net of termination payments made, while the expected receivable is recorded within prepaid expenses and other current assets, both of which are presented on the Consolidated Balance Sheets. Any excess cash is contractually restricted and due back to Pepsi.

In connection with the A&R Distribution Agreements, the Company recorded deferred revenue related to the reimbursements for distributor termination fees, to be recognized on a straight-line basis over the term of the A&R U.S. Distribution Agreement. This amount was subsequently increased as additional distributor termination notices were issued and related termination fees became probable and reasonably estimable. .
The following table presents deferred revenue and deferred other cost balances related to the 2025 and 2022 transactions entered into with Pepsi. Each of these amounts is included within the respective line item on the Consolidated Balance Sheets as of December 31, 2025 and 2024.
December 31, 2025
Balance sheet line item
2025 Transaction
2022 Transaction
Total
Deferred other costs-current$35,040 $14,124 $49,164 
Deferred other costs-non-current551,544 220,091 771,635 
Deferred revenue-current16,815 9,513 26,328 
Deferred revenue-non-current$252,954 $148,201 $401,155 
December 31, 2024
Balance sheet line item
2025 Transaction
2022 TransactionTotal
Deferred other costs-current$— $14,124 $14,124 
Deferred other costs-non-current— 234,215 234,215 
Deferred revenue-current— 9,513 9,513 
Deferred revenue-non-current$— $157,714 $157,714 
For more information on the components of the Pepsi Transactions and the A&R Distribution Agreements, see Note 4. Revenue, Note 5. Acquisitions and Note 14. Mezzanine Equity.
v3.25.4
MEZZANINE EQUITY
 12 Months Ended
Dec. 31, 2025
Mezzanine Equity [Abstract]  
MEZZANINE EQUITY MEZZANINE EQUITY
Convertible Preferred Stock
As of December 31, 2025 and 2024, the Company had authorized and designated 1,466,666 shares of Series A Preferred Stock with a par value of $0.001 per share and a stated value of $375.00 per share. In addition, as of December 31, 2025, the Company had authorized and designated 390,000 shares of Series B Preferred Stock, with a par value of $0.001 per share and a stated value of $1,500.00 per share. The stated value per share may increase from time to time if dividends on the Preferred Stock are paid as PIK Dividends pursuant to the Series A Certificate or the Series B Certificate, as applicable.

Series A Preferred Stock

On August 1, 2022, pursuant to the Original Purchase Agreement, the Company issued all of the authorized Series A Preferred Stock to Pepsi for cash consideration totaling $550.0 million, excluding issuance costs. The issuance occurred concurrently with the execution of the Original U.S. Distribution Agreement and the Original Transition Agreement. The Company determined that the aggregate fair value of the Series A Preferred Stock on the issuance date was $832.5 million or $567.61 per share. Accordingly, the Series A Preferred Stock was recorded at that amount, net of issuance costs of $8.0 million, within the mezzanine equity in the Company’s Consolidated Balance Sheets and within the Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity.
The Company engaged a third-party valuation firm to assist in determining the fair value of the Series A Preferred Stock as of the issuance date. The valuation of the Series A Preferred Stock represents a non-recurring fair value measurement. The Company used a Monte Carlo simulation model to determine the fair value of the Series A Preferred Stock on August 1, 2022. The Monte Carlo simulation utilized multiple Level 2 and 3 inputs, which included a volatility rate of 45.0%, risk free interest rate of 2.7%, a 5.0% dividend rate, the closing price of the Company’s Common Stock on the issuance date of $98.87 (before the Forward Stock Split), a debt discount rate of 12.5% and a DLOM attributed to the registration period of the underlying stock. The selected historical volatility was based on Celsius and a peer group with comparable characteristics. The risk-free interest rate was based on the U.S. STRIPS Rate with a corresponding term as of issuance date. The 5.0% dividend rate is consistent with the provisions of the Series A Preferred Stock and the Company’s historical cash dividends payments. The debt discount rate was based on estimated credit analysis and corresponding market yields as of the issuance date. The Company also applied a nominal DLOM with respect to the assumed registration period of the underlying shares.
Series B Preferred Stock
On the Closing Date of the Pepsi Transactions, pursuant to the Series B Purchase Agreement, the Company issued all of the authorized Series B Preferred Stock to Pepsi for a stated purchase price of $585.0 million, excluding issuance costs. The issuance occurred concurrently with the execution of the A&R Distribution Agreements and the Transaction Agreement, pursuant to which (i) the Company consummated the Rockstar Acquisition and (ii) the Company and Pepsi commenced the Captaincy. See Note 1. Organization and Description of Business and Note 4. Revenue.
The Company engaged a third-party valuation firm to assist in determining the fair value of the Series B Preferred Stock issuance. The valuation of the Series B Preferred Stock issuance represents a non-recurring fair value measurement. The fair value of the Series B Preferred Stock was determined using a Monte Carlo simulation model with multiple Level 2 and 3 inputs. Variables included a volatility rate of 60.0%, risk free interest rate of 3.9%, 5.0% dividend rate, a 90% probability that certain market-based conditions will be met and the closing price of the Company’s Common Stock on the issuance date of $59.69. The valuation relied on significant unobservable inputs and required judgment in the selection of key assumptions; changes in these assumptions could result in materially different fair value measurements. The aggregate fair value of the Series B Preferred Stock on the issuance date was determined to be $907.9 million or $2,328.00 per share, which was recorded within the Company’s Consolidated Balance Sheets and the Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity.
Pursuant to the Series B Purchase Agreement, Pepsi, together with its affiliates, has certain rights and is subject to various restrictions with respect to its ownership of the Company’s outstanding Common Stock on an as-converted basis, including purchases of the Company’s Common Stock in the open market and the accumulation of PIK Dividends.
Additionally, under the Series B Purchase Agreement, Pepsi currently has the right to designate two persons to be nominated by Pepsi for election to the Board, which number of directors may, in certain circumstances, be ratably increased upon a subsequent expansion of the number of persons serving on the Board. Upon the earlier of (i) Pepsi, together with its affiliates, ceasing to beneficially own at least approximately 31.6 million shares of Common Stock (on an as-converted basis) and (ii) the termination of the Captaincy, Pepsi's designation right will be reduced to one director. If Pepsi, together with its affiliates, ceases to own at least approximately 11.0 million shares of Common Stock (on an as-converted basis), then Pepsi's Board designation rights will terminate in their entirety. As of December 31, 2025, Pepsi has two designated directors serving on the Board. Notwithstanding that the Preferred Stock is not currently convertible into Common Stock, the Series B Purchase Agreement provides that Pepsi is deemed to beneficially own the underlying shares of Common Stock for purposes of its rights under such agreement.
Series A Preferred Stock Modification
In connection with the Series B Purchase Agreement, the Company amended the terms of the Series A Preferred Stock to align the conversion and redemption dates with the newly issued Series B Preferred Stock. The amendment extended the Series A Preferred Stock optional conversion date to August 28, 2032, the automatic conversion date to August 28, 2031, the Company redemption date to August 28, 2032 and the holder redemption dates to August 28, 2032, 2035 and 2038. All other terms, including the cumulative dividend rate, remained unchanged.

The Company engaged a third-party valuation firm to assist in determining the fair value of the Series A Preferred Stock before and after the modification. The fair value of the Series A Preferred Stock modification reflects the change between the pre-modification and post-modification fair values and was determined using a Monte Carlo simulation model with multiple Level 2 and 3 inputs. Variables included a volatility rate of 60.0%, risk free interest rate of 3.9%, dividend rate of 5.0%, a 90% probability that certain market-based conditions will be met and the closing price of the Common Stock on the modification date of $59.69.

This amendment resulted in a non-recurring fair value measurement of an increase in the fair value of the Series A Preferred Stock and was accounted for as a modification considering the fair value immediately before and after the amendment. The Company determined that the change in fair value of the Series A Preferred Stock on the modification date was approximately $27.9 million, or $19.00 per share. Accordingly, the Series A Preferred Stock modification was recorded as an adjustment to mezzanine equity, with the $27.9 million increase reflected in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity.
Terms of Amended Series A Preferred Stock and Series B Preferred Stock are Substantially Identical
Other than the stated value, conversion price and conversion ratio, the terms of the Amended Series A Preferred Stock and Series B Preferred Stock are substantially identical. As described above, in connection with the issuance of the Series B Preferred Stock, the conversion and redemption periods of the Series A Preferred Stock were extended to match the terms of the newly issued Series B Preferred Stock. In connection with the issuance and sale of the Series B Preferred Stock, the Board adopted resolutions approving a certificate of amendment to the Series A Certificate, which certificate of amendment was approved by Pepsi, as the sole holder of shares of Series A Preferred Stock and filed by the Company with the Secretary of State of the State of Nevada on August 28, 2025. The certificate of amendment modified the Series A Certificate solely to align certain terms contained therein to those contained in the Series B Certificate, including amending certain dates related to redemption and conversion to match those included in the Series B Certificate. Except as otherwise stated, the description of the terms of the Preferred Stock set forth below applies to both the Series A Preferred Stock and the Series B Preferred Stock.
Liquidation Preference
The Preferred Stock ranks, with respect to distribution rights and rights on liquidation, winding-up and dissolution, (i) senior and in priority of payment to the Company’s Common Stock, (ii) senior to any class or series of capital stock of the Company expressly designated as ranking junior to the Preferred Stock, (iii) on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Preferred Stock (the Series A Preferred Stock and the Series B Preferred Stock rank on parity with one another) and (iv) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Preferred Stock. The aggregate liquidation preference of the Series A Preferred Stock was $550.0 million as of both December 31, 2025 and December 31, 2024. The aggregate liquidation preference of the Series B Preferred Stock was $585.0 million as of December 31, 2025.
Voting
The Preferred Stock confers no voting rights, except as otherwise required by applicable law and with respect to matters that adversely change the powers, preferences, privileges, rights or restrictions given to the Preferred Stock or provided for its benefit or would result in securities that would be senior to or pari passu with the Preferred Stock. As described above, Pepsi has a contractual right to representation on the Board, subject to maintaining certain ownership thresholds.
Dividends
The Preferred Stock entitles the holder to cumulative dividends, which are payable quarterly in arrears either in cash, in-kind or a combination thereof, at the Company’s election. These Regular Dividends accrue on each share of Preferred Stock at the rate of 5.0% per annum, subject to adjustment as set forth in the Certificates of Designation. In addition to such quarterly Regular Dividends, shares of Preferred Stock also entitle the holder to participate in any dividends paid on the Company’s Common Stock on an as-converted basis. There were no dividends issued to common stockholders for the years ended December 31, 2025, 2024 and 2023. The Company declared and paid $27.5 million, $27.5 million and $27.5 million in Regular Dividends on the Series A Preferred Stock, which amounted to $18.75, $18.75 and $18.72 per share for the years ended December 31, 2025, 2024 and 2023, respectively. The Company declared and paid $10.1 million in Regular Dividends on the Series B Preferred Stock, which amounted to $25.92 per share for the year ended December 31, 2025. There were no cumulative undeclared dividends on the Preferred Stock at December 31, 2025, 2024 or 2023.
Redemption
Subject to certain conditions set forth in the Certificates of Designation, the Preferred Stock may be redeemed at a price per share of Preferred Stock equal to the sum of (i) the stated value of such share of Preferred Stock (as set forth in the applicable Certificates of Designation) as of the applicable redemption date, plus (ii) without duplication, all accrued and unpaid dividends previously added to the stated value of such share of Preferred Stock and all accrued and unpaid dividends per share of Preferred Stock through such redemption date.
Company’s Optional Redemption
At any time from and after the earlier of (i) August 28, 2032, if the Ten-Day VWAP does not exceed the conversion price on the date immediately prior to the date the Company delivers a redemption notice to the holders and (ii) the termination of the A&R Distribution Agreements by the Company, the Company has the right to redeem all (and not less than all) of the then-outstanding shares of one or both of the Series A Preferred Stock or Series B Preferred Stock at the Redemption Price. In the event of the Company's optional redemption, the Company shall effect such redemption by paying the applicable Redemption Price on or before the date that is thirty days after the delivery of the Company’s redemption notice and by redeeming all the shares of the applicable series of Preferred Stock on such date.
Change in Control Redemption
In the event of a change in control, as defined by the following scenarios, the Company (or its successor) shall redeem all (and not less than all) of the then-issued and outstanding shares of Preferred Stock: (i) a sale or transfer, directly or indirectly, of all or substantially all of the assets of the Company in any transaction or series of related transactions (other than sales in the ordinary course of business), (ii) any merger, consolidation or reorganization of the Company with or into any other entity or entities as a result of which the holders of the Company’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization no longer represent at least a majority of the voting power of the surviving or resulting Company or other entity or (iii) any sale or series of sales, directly or indirectly, beneficially or of record, of shares of the Company’s capital stock by the holders thereof which results in any person or group of affiliated persons owning capital stock holding more than 50.0% of the Company's voting power.
Upon a change in control redemption, the holder of Preferred Stock will receive, an amount equal to the greater of (i) the Redemption Price in cash and (ii) the cash and/or other assets (including securities) such holder would have received if each share of Preferred Stock were converted into a number of shares of Common Stock equal to the then-applicable conversion ratio and participated in such transaction resulting in such change of control as of the close of business on the business day immediately prior to the effective date of such transaction.
If the Company or its successor shall not have sufficient funds legally available under the Nevada law governing distributions to stockholders to redeem all outstanding shares of Preferred Stock, then the Company shall (i) redeem, pro rata among the holders, a number of shares of Preferred Stock equal to the number of shares of Preferred Stock that can be redeemed with the maximum amount legally available for the redemption and (ii) redeem all remaining shares of Preferred Stock not redeemed because of the foregoing limitations at the applicable change of control Redemption Price as soon as practicable after the Company (or its successor) is able to make such redemption out of assets legally available for the purchase of such shares of Preferred Stock. The inability of the Company (or its successor) to make a redemption payment for any reason shall not relieve the Company (or its successor) from its obligation to affect any required redemption when, as and if permitted by applicable law.
Holder Right to Request Redemption
On each of August 28, 2032, August 28, 2035 and August 28, 2038, the holder of Preferred Stock has the right, upon no less than six months prior written notice to the Company, to request that the Company redeem all (and not less than all) of the then-outstanding shares of such series of Preferred Stock, at the Redemption Price.
In the event of a holder-optional redemption, the Redemption Price will be payable and the Company shall redeem the shares in three equal installments. These installments would commence on August 28, 2032, August 28, 2035 or August 28, 2038, as applicable, and in each case on the fifteenth- and thirtieth-month anniversary thereafter. On each redemption date for a holder-optional redemption, the Company will redeem the applicable shares of Preferred Stock on a pro rata basis according to the number of shares owned. The number of outstanding shares will be determined by dividing (i) the total number of shares of the applicable series of Preferred Stock outstanding immediately prior to such redemption date by (ii) the number of remaining redemption dates (including the redemption date to which such calculation applies).
If, on any redemption date, legal constraints under the Nevada law governing distributions to stockholders or the terms of any indebtedness of the Company to financial institutions prevents the Company from redeeming all shares of Preferred Stock subject to redemption, the Company will ratably redeem the maximum number of shares that it may legally redeem and will redeem the remaining shares as soon as it may lawfully do so.
Should any shares of Preferred Stock scheduled for redemption on a redemption date remain unredeemed for any reason on such redemption date, the following will occur: from the redemption date to the fifteen-month anniversary of such redemption date, the dividend rate with respect to such unredeemed share will automatically increase to 8.0% per annum. From such fifteenth-month anniversary to the thirtieth-month anniversary of such redemption date, the dividend rate with respect to such unredeemed share will automatically increase to 10.0% per annum. After such thirtieth-month anniversary of such redemption date, the dividend rate with respect to any such unredeemed share will automatically increase to 12.0% per annum, in each case until such share is duly redeemed or converted.
As of December 31, 2025 and 2024, it was not probable that the Preferred Stock would become redeemable, as the most likely method of settlement is conversion to Common Stock, which is likely to occur before the holder's right to request redemption becomes exercisable.
Conversion
The shares of Preferred Stock may be converted into shares of the Company’s Common Stock pursuant to the applicable Certificates of Designation either at the option of the Company or subject to an automatic conversion as discussed below. The Series A Preferred Stock has a conversion price of $25.00 and a stated value of $375.00 per share and the Series B Preferred Stock has a conversion price of $51.75 and a stated value of $1,500.00 per share. The conversion price is subject to customary adjustment as set forth in the applicable Certificates of Designation. The conversion ratio per share of Preferred Stock is calculated as the quotient of (a) the sum of (x) the stated value of such share of Preferred Stock as of the applicable conversion date, plus (y) all accrued and unpaid dividends previously added to the stated value of such share of Preferred Stock and without duplication, all accrued and unpaid dividends per share of Preferred Stock through the applicable conversion date; divided by (b) the conversion price as of the conversion date. As of December 31, 2025, the conversion ratio of the Series A Preferred Stock into Common Stock was 1-to-15 and the conversion ratio of the Series B Preferred Stock was 1-to-28.99. The Company will not issue fractional shares of Common Stock upon conversion of the Preferred Stock; instead, holders will receive a cash payment in lieu of any fractional share amount, which is determined based on the product of the fractional share and the Ten-Day VWAP as of the applicable conversion date. At December 31, 2025, approximately 22.0 million and 11.3 million shares of Common Stock were issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock, respectively.
Company Optional Conversion
At any time from and after August 28, 2032, provided the Ten-Day VWAP immediately prior to the date the Company delivers a conversion notice to the holders of the applicable series of Preferred Stock exceeds the conversion price of such series, the Company may elect to convert all, but not less than all, of the outstanding shares of such series of Preferred Stock into shares of the Company’s Common Stock.
Automatic Conversion
The Preferred Stock will convert automatically into shares of the Company’s Common Stock upon the occurrence of any of the following, each an “Automatic Conversion Event”:
•Any date from and after the valid termination of the A&R Distribution Agreements by the Company or Pepsi, if the Ten-Day VWAP immediately preceding such date exceeds the conversion price of such share of Preferred Stock as of such date.
•Any date from and after August 28, 2031, on which (i) the Company’s products meet a market share requirement during a specified period (as defined in the A&R Distribution Agreements) and (ii) the Ten-Day VWAP immediately prior to such date exceeds the conversion price of such share of Preferred Stock as of such date.

In the case of an Automatic Conversion Event with respect to a series of Preferred Stock, each share of such series of Preferred Stock then outstanding shall be converted into the number of shares of Common Stock equal to the conversion ratio of such share of Preferred Stock in effect as of the automatic conversion date. The occurrence of an Automatic Conversion Event will terminate any right of the holder of Preferred Stock to receive a redemption at their request even if such request had already been submitted, provided that the applicable series of Preferred Stock had not already been redeemed.
Mezzanine Classification
The Preferred Stock is redeemable in the event of a change in control as defined in the applicable Certificates of Designation and at the holder's option as described above. ASC 480, specifically ASC 480-10-S99-3A, requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Preferred securities that are mandatorily redeemable are required to be classified by the issuer as liabilities whereas under ASC 480 an issuer should classify a preferred security whose redemption is contingent on an event not entirely in control of the issuer as mezzanine equity. The Preferred Stock is not considered mandatorily redeemable other than in the event of a change of control and a change in control is not solely in control of the Company. Accordingly, the Company determined that mezzanine treatment is appropriate for the Preferred Stock and has presented it as such in the Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity as of December 31, 2025 and, with respect to Series A Preferred Stock, December 31, 2024.
v3.25.4
INCOME TAXES
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The domestic and foreign components of the Company's income before provision for income taxes were as follows:
For the years ended December 31,
202520242023
Domestic$(109,277)$266,060 $291,203 
Foreign234,310 (71,010)546 
Net income before provision for income taxes$125,033 $195,050 $291,749 
The provision for income tax expense consisted of the following:
For the years ended December 31,
Current202520242023
Federal$37,213 $43,321 $79,840 
State and local
18,388 15,536 27,596 
Foreign18,769 294 192 
Current tax expense$74,370 $59,151 $107,628 
Deferred
Federal$(54,267)$1,000 $(34,535)
State and local(11,351)(178)(8,261)
Foreign8,282 (9,997)116 
Deferred tax expense$(57,336)$(9,175)$(42,680)
Provision for income taxes$17,034 $49,976 $64,948 
The reconciliation of the 2025 U.S. federal statutory rate to the effective rate and corresponding tax expense on income before provision for income taxes was as follows:
For the year ended December 31, 2025
Amount
Tax Rate
U.S. federal statutory tax rate$26,245 21.0 %
State and local income tax, net of federal (national) income tax effect [1]
4,169 3.3 %
Foreign tax effects
Ireland
Statutory income tax rate differential(23,757)(19.0)%
Other1,628 1.3 %
Other foreign jurisdictions567 0.4 %
Effect of cross-border tax laws [2]
Global intangible low-taxed income1,341 1.1 %
Foreign-derived intangible income(1,532)(1.2)%
Other603 0.5 %
Nontaxable or nondeductible items
Executive compensation2,168 1.7 %
Other, net507 0.4 %
Changes in unrecognized tax benefits5,235 4.2 %
Other adjustments(140)(0.1)%
Reported tax$17,034 13.6 %
[1] State taxes in California, Florida, Minnesota and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.
[2] Includes the impact of any tax credits
A reconciliation of the U.S. Federal statutory tax rate to our 2024 and 2023 annual tax rate is as follows:
For the years ended December 31,
 20242023
U.S. Statutory federal rate21.0 %21.0 %
State taxes, net of federal benefit6.2 %4.7 %
Earnings in jurisdictions with tax rates differing from U.S. federal rate3.3 %0.1 %
Tax effect of Pepsi valuation premium— %— %
Stock based compensation(5.2)%(3.4)%
Change in valuation allowance(0.7)%(0.3)%
Change in deferred balances0.2 %0.3 %
Other0.9 %(0.2)%
Effective tax rate25.7 %22.2 %
The Tax Cuts and Jobs Act introduced a provision to tax GILTI of foreign subsidiaries and a measure to tax certain intercompany payments under the BEAT regime. For each of the years ended December 31, 2025, 2024 and 2023, the Company did not generate intercompany transactions that met the BEAT threshold but had to include GILTI relating to the Company’s foreign subsidiaries. The Company elected to account for GILTI as a current period cost.
Impact of One Big Beautiful Bill Act
On July 4, 2025, the OBBBA was signed into law in the U.S. The legislation introduced a wide array of changes to the U.S. corporate tax system, including permanent extensions of certain provisions of the Tax Cuts and Jobs Act of 2017 and substantial modifications to the international tax regime applicable to U.S. multinational corporations. Key international provisions include changes to the GILTI regime, the treatment of foreign tax credits and interest expense limitations under Section 163(j). While certain provisions took effect in 2025, others are phased in over subsequent years. The OBBBA did not materially impact the Company's estimated annual effective tax rate as of December 31, 2025.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Deferred tax assets and liabilities consisted of the following:
December 31,
2025		December 31,
2024
Net operating loss carryforwards$2,349 $10,869 
Foreign disallowed interest carryforwards836 739 
Deferred revenue
40,115 43,289 
Fixed assets(12,667)(7,742)
Pepsi valuation premium(59,573)(64,356)
Right of use liability3,504 3,566 
Right of use asset(3,512)(4,527)
Distributor termination fees108,515 33,960 
Stock-based compensation4,006 2,728 
Accrued legal 15,333 14,562 
Inventory and operating reserves11,388 6,033 
Intangibles(15,685)(1,825)
Total deferred tax assets 94,609 37,296 
Valuation allowance(905)(927)
Net deferred tax assets$93,704 $36,369 
At December 31, 2025, the Company had approximately $1.1 million of Federal net operating loss carryforwards and $1.1 million of State NOL carryforwards, which will begin to expire in 2027. The Federal and State NOLs are subject to limitation under Section 382 of the U.S. Internal Revenue Code due to a December 2008 ownership change of greater than 50.0% over a three-year testing period. The ownership change resulted in $4.5 million of NOLs that will not be realized. The $4.5 million has been removed from the available NOL carryforward and U.S. NOL deferred tax asset. At December 31, 2025, the Company had foreign NOL carryforwards and interest expense carryforwards of approximately $12.6 million and $4.2 million, respectively, some of which will begin to expire in 2026.
The Company considers the earnings of its foreign entities to be permanently reinvested outside the U.S. based on estimates that future cash generation will be sufficient to meet future domestic cash needs. Accordingly, deferred taxes have not been recorded for the undistributed earnings of the Company’s foreign subsidiaries. All other outside basis differences not related to earnings were impracticable to account for during this period of time and are currently considered as being permanent in duration.
As required by ASC 740, Income Taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred taxes will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. Through the year ended December 31, 2020, the Company maintained a full valuation allowance on its worldwide net deferred tax assets. During the fourth quarter of 2022, the Company concluded that it was more likely than not that its Celsius Europe deferred tax assets would be realized, based on Finland profitability and NOL utilization in 2021 and 2022. For the year ended December 31, 2022, the Company reported a release of non-U.S. valuation of $0.5 million. During the fourth quarter of 2024, the Company concluded that it was more likely than not that its Celsius Finland deferred tax assets would be realized, based on Finland profitability and NOL utilization in 2023 and 2024. For the year ended December 31, 2021, the Company reported a release of its U.S. valuation allowance for deferred tax assets of $6.0 million. For the year ended December 31, 2022, the Company reported a release of non-U.S. valuation of $0.5 million. For the year ended December 31, 2024, the Company reported a release of non-U.S. valuation allowance of $0.9 million. The Company continues to maintain a valuation allowance on certain of its foreign net operating losses as it is not more likely than not that the losses in those specific jurisdictions will be realized.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
20252024
Gross unrecognized tax benefit, beginning of period$1,412 $1,257 
Additions based on tax positions related to the current year5,000 410 
Additions based on tax positions related to the prior years2,577 — 
Reductions due to lapse in statute of limitations and settlements(410)(255)
Gross unrecognized tax benefit, end of period$8,579 $1,412 
The Company recognizes only those tax positions that meet the more-likely-than-not recognition threshold and establishes tax reserves for uncertain tax positions that do not meet this threshold. To the extent these unrecognized tax benefits are ultimately recognized, approximately $8.6 million will impact the Company’s effective tax rate in future periods. Tax positions are not expected to decrease within the next twelve months. Interest and penalties associated with income tax matters are included in the provision for income taxes. As of December 31, 2025, the Company had uncertain tax positions of approximately $9.8 million, inclusive of $1.2 million of interest and penalties.
The Company files U.S., state and foreign income tax returns in jurisdictions with various statutes of limitations. Below is a summary of the filing jurisdictions and open tax years:
Open Years
U.S. Federal
2022 - 2024
U.S. State and local
2021 - 2024
Non-U.S.
2018 - 2024
Income taxes paid (net of refunds received) consisted of the following:
For the year ended December 31, 2025
U.S. federal$46,464 
U.S. state and local
Florida [1]
3,481 
Other14,116 
Foreign
Other170 
Income taxes paid, net$64,231 
[1] Income taxes paid in these jurisdictions exceeded 5.0% of the total income taxes paid (net of refunds received).
v3.25.4
SHAREHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY
Stock-based Compensation
On May 28, 2025, the Company's stockholders approved the 2025 Plan which has the objective of attracting and retaining skilled personnel and to enable the Company to grant equity compensation awards and other types of incentive compensation. As of December 31, 2025, there were 5.5 million shares of Common Stock available for issuance under the 2025 Plan.
The 2015 Plan, which was adopted on April 30, 2015 and expired in 2025, had the objective of attracting and retaining skilled personnel and enabled the Company to grant equity compensation awards and other types of incentive compensation. As of December 31, 2025, there were 1.4 million unvested awards under the 2015 Plan and certain vested but unexercised awards remained outstanding. As of December 31, 2025, no further awards can be granted under the 2015 Plan.
For the years ended December 31, 2025, 2024 and 2023, the Company recognized stock-based compensation expense of approximately $28.1 million, $19.6 million and $21.2 million, respectively, which is included in selling, general and administrative expenses.
Stock Options
The maximum contractual term of the Company’s stock options is 10 years. The Company used the Black-Scholes option pricing model to estimate the fair value of its stock option awards. Forfeitures are recognized as they occur. A summary of the status of the Company’s outstanding stock options as of December 31, 2025 and changes during the period is shown below:
Shares
(000’s)
Weighted Average Exercise
Price
Aggregate
Intrinsic
Value
(000’s)
Weighted
Average
Remaining
Term (Years)
At December 31, 20242,428 $6.13 $49,057 4.75
Exercised(115)$3.13 $3,012 — 
Forfeited and cancelled
— — — — 
At December 31, 20252,313 $6.28 $91,255 3.96
Exercisable at December 31, 20252,313 $6.28 $91,255 3.96
The intrinsic value of options outstanding at December 31, 2024 and options exercisable at December 31, 2025 represents the excess of the fair value of the Company’s Common Stock over the option exercise price as of the end of their respective reporting periods. The intrinsic value of options exercised and forfeited during the year represents the excess of the fair value of the Company’s Common Stock over the option exercise price as of the date of the respective exercise or forfeiture. The total intrinsic value of the stock options exercised was $3.0 million, $112.4 million and $81.4 million in the years ended December 31, 2025, 2024 and 2023, respectively. The total number of stock options exercised was 0.1 million, 2.5 million and 1.8 million in the years ended December 31, 2025, 2024 and 2023, respectively. There were no stock options granted during the years ended December 31, 2025, 2024 or 2023. As of December 31, 2025, there was no unrecognized non-cash compensation expense related to stock options and all remaining stock options were outstanding and exercisable.
Restricted Stock Units
RSUs are awards that give the holder the right to receive one share of Common Stock for each RSU upon meeting service-based vesting conditions (typically annual vesting in three equal annual installments, with a requirement that the holder remains in the continuous employment of the Company). The Company determines the fair value of restricted stock-based awards that vest over time based on the market price of the Common Stock on the date of grant and recognizes compensation expense on a straight line basis over the requisite service period. The holders of unvested units do not have the same rights as stockholders and do not have the right to receive any dividends.
Performance-based Stock Awards
The Human Resources and Compensation Committee has approved certain PSUs under the 2015 and 2025 Plans. PSUs are awards that give the holder the right to receive one share of Common Stock for each PSU upon meeting performance-based or market-based vesting conditions. Performance conditions typically include the attainment of specific metrics over a defined performance period. The fair value of performance-based PSUs is determined based on the grant date fair value.
For performance-based awards, compensation expense is recognized only when achievement of the applicable performance conditions is considered probable, based on management’s evaluation of the Company’s progress toward the performance targets. These targets are aligned with certain Company goals and are monitored on a periodic basis. Compensation expense for performance-based awards is recorded using a straight-line or accelerated attribution method, as required based on the specific terms and vesting conditions of the award.
Market-based Stock Awards
For PSUs with market-based vesting conditions, the grant date fair value is determined using a Monte Carlo simulation model. This model incorporates assumptions such as the risk-free interest rate based on zero-coupon yields implied by U.S. Treasury issuances and expected volatility derived from historical data of the Company’s Common Stock and certain indices.
For market-based awards, compensation expense is recorded using a straight-line or accelerated attribution method, as required based on the specific terms and vesting conditions of the award.
A summary of the Company’s RSUs and PSUs for the years ended December 31, 2025 and 2024 is presented in the following table:
20252024
RSUs/PSUs (000's)Weighted
Average
Grant Date
Fair Value		RSUs/PSUs (000's)Weighted
Average
Grant Date
Fair Value
Unvested at beginning of period1,021$45.09 1,348$26.40 
Granted1,628$32.42 552$59.52 
Vested(470)$39.90 (803)$24.22 
Forfeited and cancelled(125)$37.71 (76)$39.00 
Unvested at end of period2,054$36.66 1,021$45.09 
The total fair value of RSUs and PSUs vested during the years ended December 31, 2025, 2024 and 2023 was approximately $18.8 million, $19.5 million and $16.2 million, respectively. Unrecognized compensation expense related to outstanding RSUs and PSUs to employees and directors as of December 31, 2025 was approximately $50.1 million and is expected to be expensed over a weighted-average period of approximately 2.0 years.
A summary of PSU awards granted during the year ended December 31, 2025, is as follows:
Grant Date
Number of
Shares (000's)
Performance PeriodMetricsGrant Date Fair Value
March 1, 2025
1422025-2027Revenue
 rTSR
Revenue - $25.69
rTSR - $36.61
May 30, 2025
272025-2027Revenue
 rTSR
Revenue - $37.88
rTSR - $62.61
August 8, 2025
40
2025-2027
Integration Completion Synergy Savings
$51.95
November 12, 2025
223
2025-2027
DSD Delivery
MULO + C
$44.91
The performance conditions applicable to the Company’s PSU awards are based on a combination of financial, market and operational objectives. Financial metrics generally relate to the achievement of specified revenue targets over the applicable performance period. Market-based metrics are tied to the Company’s relative total shareholder return compared to a defined peer group or index over the performance period. Operational metrics are designed to measure execution against strategic initiatives, which may include the completion of integration milestones, delivery and distribution performance, expansion across measured channels, and the realization of anticipated cost synergies. The specific targets, weighting and payout levels for each metric vary by award and are determined by the Human Resources and Compensation Committee at the time of grant.
During 2025, the Human Resources and Compensation Committee approved a modification to the revenue-based performance metrics applicable to certain of the Company’s outstanding PSUs to reflect the Alani Nu Acquisition. For PSUs in which the modification did not change the probability of payout, compensation cost continues to be recognized based on the original grant-date fair value (a Type I, probable-to-probable outcome). For PSUs in which the modification resulted in a change from improbable to probable (Type III) of achieving the performance condition, we measured the incremental compensation cost at the modification date fair value and are recognizing that cost over the remaining requisite service period, including a cumulative catch-up. Incremental expense associated with the modified units was immaterial for the year ended December 31, 2025.
Treasury Stock
Share Repurchase Program
In November 2025, the Board approved a share repurchase program under which the Company may repurchase up to $300.0 million of its outstanding Common Stock. Share repurchases may be made from time to time through open market transactions, privately negotiated transactions and accelerated share repurchase transactions, arrangements or other methods, including transactions executed pursuant to a pre-set trading arrangement intended to satisfy the requirements of Rule 10b5-1(c) of the Exchange Act. As of December 31, 2025, $260.2 million remained available for repurchase under the program. The program does not obligate the Company to repurchase any shares, has no expiration date and may be modified, suspended, or terminated by the Board at any time at its discretion.
For the year ended December 31, 2025, the Company repurchased approximately 1.0 million shares of Common Stock at a weighted average price of $41.32 per share, for a total repurchase cost of $39.8 million, including commissions, under the authorized share repurchase program.
Employee Withhold-To-Cover
To satisfy employees’ tax withholding obligations, the Company uses net settlement, under which shares of Common Stock are withheld upon vesting and the related taxes are paid by the Company in cash. For the years ended December 31, 2025 and 2024, $5.7 million and $2.3 million, respectively, were recorded for these net settlements in each year. No amounts were recorded for the year ended December 31, 2023. These amounts are reflected as repurchases of Common Stock related to tax withholdings in the Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity and in the Consolidated Statements of Cash Flows.
Employee Stock Purchase Plan
During 2025, the Board approved the Company’s first ESPP, which authorizes the issuance of up to 850,000 shares of Common Stock. The ESPP allows eligible employees to purchase Common Stock at a discounted price through payroll deductions and features a tax-advantaged Section 423 component for eligible employees. The ESPP commenced in January 2026.
v3.25.4
SEGMENT REPORTING
 12 Months Ended
Dec. 31, 2025
Segment Reporting [Abstract]  
SEGMENT REPORTING SEGMENT REPORTING
The Company functions as a single operating and reportable segment because its operations and strategies are centrally managed and remain significantly similar across the geographical regions in which it operates. The CODM evaluates operating results and allocates resources on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations and its brands. The CODM does not regularly review asset information or other balance sheet data; accordingly, the Company does not disclose specific asset information for its single reportable segment herein.

The Company determined that neither the Alani Nu nor Rockstar brands constitute separate operating or reportable segments, as their operations are being integrated into the Company’s existing business functions to ensure unified strategy execution across brands and are managed within the Company’s current organizational structure rather than as separate business units. Alani Nu has been substantially integrated into the Company’s existing business functions and operating framework, while Rockstar is in the process of integration. Both brands are managed under the Company’s centralized leadership structure and evaluated by the CODM on a consolidated basis. As a result, beginning on their respective closing dates, the results from Alani Nu and Rockstar are included within the Company's single operating and reportable segment.
The following table reflects certain financial data for the Company's single reportable segment:

For the years ended December 31,
 202520242023
Revenue$2,515,269 $1,355,630 $1,318,014 
Cost of revenue (excluding freight) (1,123,620)(624,677)(626,205)
Freight(124,316)(50,746)(58,670)
Gross profit1,267,333 680,207 633,139 
Selling and marketing expenses(548,307)(350,794)(264,108)
General and administrative expenses(250,503)(173,685)(102,665)
Distributor termination fees(327,461)— — 
Other (expense) income, net(16,029)39,322 25,383 
Net income before provision for income taxes$125,033 $195,050 $291,749 
Provision for income taxes(17,034)(49,976)(64,948)
Net income$107,999 $145,074 $226,801 
v3.25.4
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Legal
SEC Inquiry
Beginning in January 2021, the Company received formal and informal requests from the SEC Division of Enforcement, seeking information in connection with a non-public fact-finding inquiry. On January 17, 2025, without admitting to or denying the SEC’s findings, the Company reached a settlement with the SEC concerning alleged reporting, books and records, internal accounting controls and disclosure controls and procedures violations. The Company paid a $3.0 million civil penalty during the first quarter of 2025 and the investigation is now concluded.
Derivative Actions Related to 2022 Restatement
Between January 11, 2023 and April 11, 2024, several derivative actions were filed, purportedly on behalf of the Company, naming as defendants certain of the Company’s present and former executive officers and directors and concerning allegedly false and misleading statements or omissions made between August 12, 2021 and March 1, 2022, which were alleged to have artificially inflated the Company’s stock price and caused the Company to restate, in 2022, its previously issued financial statements for certain interim periods during the year ended December 31, 2021.
The first such derivative action was filed on January 11, 2023, in the U.S. District Court for the District of Nevada, the Lampert Derivative Action. The Company was named as a nominal defendant. The Lampert Derivative Action asserted claims for (i) breach of fiduciary duty, (ii) unjust enrichment and (iii) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.
A second derivative action was filed on May 19, 2023, in the U.S. District Court for the Southern District of Florida, the Hammond Derivative Action. The Hammond Derivative Action asserted claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets and (v) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.
A third derivative action was filed on July 10, 2023, in the District Court for the Eighth Judicial District in Clark County, Nevada, the Ingrao Derivative Action. The Ingrao Derivative Action asserted claims for (i) breach of fiduciary duty and (ii) unjust enrichment.
A fourth derivative action was filed on July 12, 2023, in the U.S. District Court for the Southern District of Florida, the Hepworth Derivative Action. The Hepworth Derivative Action asserted claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets and (v) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.
On March 11, 2024, the Hammond Derivative Action and the Hepworth Derivative Action were voluntarily dismissed and on April 11, 2024, the same stockholders filed the Hammond and Hepworth Derivative Action in the U.S. District Court for the District of Nevada, containing substantially similar allegations as those contained in the dismissed actions.
On December 2, 2024, the parties to the Derivative Actions executed the Stipulation of Settlement, which set out the terms of a global settlement of the Derivative Actions.
On December 13, 2024, the plaintiff in the Ingrao Derivative Action filed an Unopposed Motion for Preliminary Approval of Proposed Shareholders Derivative Settlement. On April 3, 2025, the Court in the Ingrao Derivative Action entered a final order approving the settlement. The only monetary component of the Stipulation of Settlement was a $1.0 million fee and expense award to counsel for plaintiffs in the Derivative Actions, which the Company paid on April 2, 2025. In accordance with the final order approving the settlement, the Ingrao Derivative Action was dismissed on April 3, 2025. The Court in the Lampert Derivative Action dismissed that action on April 10, 2025, following a joint request of the parties. On May 20, 2025, the court overseeing the Hammond and Hepworth Derivative Action dismissed that action.

Securities Litigation Concerning the Pepsi Distribution Agreement

The Company and individual executives were named as defendants in two putative securities class actions, both filed in the U.S. District Court for the Southern District of Florida and concerning, among other things, allegedly false and misleading statements or omissions concerning the Company’s distribution agreement with Pepsi and the Company’s growth. The first putative securities class action was filed on November 22, 2024. The complaint asserts claims for violations of Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act. The second putative securities class action was filed on January 14, 2025. The complaint also asserts claims for violations of Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act. On March 3, 2025, the Court issued the Securities Class Action and appointed Lead Plaintiff and Lead Counsel. The Lead Plaintiff filed an Amended Complaint on April 25, 2025, naming the Company, its CEO, CFO and Chief of Staff as defendants. The Amended Complaint asserts claims for violations of Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act. The Amended Complaint was filed on behalf of stockholders who purchased or otherwise acquired shares of the Company’s stock between May 9, 2023 and November 5, 2024. On June 13, 2025, the Company filed a motion to dismiss seeking complete dismissal of all claims. The motion to dismiss was fully briefed on September 5, 2025. On December 4, 2025, the Magistrate Judge issued a Report and Recommendation that recommended the Company’s motion to dismiss be granted. On December 9, 2025, the Company filed its Notice of Non-Objection to the Magistrate Judge’s Report and Recommendation on the Company’s motion to dismiss. On December 18, 2025, the Lead Plaintiff filed its Objection to the Magistrate Judge’s Report and Recommendation and on January 2, 2026, the Company filed its Response to Lead Plaintiff’s Objection to the Magistrate Judge’s Report and Recommendation.
The Company has been named as a nominal defendant and certain of its current and former executive officers and directors have been named as defendants in derivative actions pending in federal and state court in Nevada, concerning, among other things, allegedly false and misleading statements or omissions concerning the Company’s distribution agreement with Pepsi and the Company’s growth. The first of these derivative actions was filed on December 16, 2024, in the U.S. District Court of the District of Nevada, the Dobler Derivative Action. The Company was named as a nominal defendant. The complaint asserts claims for (i) violations of Section 14(a) of the Exchange Act, (ii) breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, (v) gross mismanagement, (vi) abuse of control and (vii) contribution under Section 10(b) and 21D of the Exchange Act, solely against the Company’s CEO and CFO. The second of these derivative actions was filed on January 31, 2025, in the U.S. District Court of the District of Nevada, the Stoyanoff Derivative Action. The Company was named as a nominal defendant. The complaint asserts claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) violations of Section 14(a) of the Exchange Act and Rule 14a-9, (v) abuse of control and (vi) waste of corporate assets. The Dobler Derivative Action and the Stoyanoff Derivative Action were consolidated on March 5, 2025 into the Consolidated Derivative Action and have been stayed through a decision on the motion to dismiss in the Securities Class Action. The third of these derivative actions was filed on February 7, 2025, in District Court, Clark County, Nevada, the Sunny Derivative Action. The complaint asserts claims for (i) breach of fiduciary duty, (ii) unjust enrichment, (iii) abuse of control and (iv) waste of corporate assets. The fourth of these derivative actions was filed on February 11, 2025, also in District Court, Clark County, Nevada, the Murphy Derivative Action. The complaint asserts claims for (i) breach of fiduciary duty and (ii) unjust enrichment. The fifth of these derivative actions was filed on March 31, 2025, also in District Court, Clark County, Nevada, the Flannery Derivative Action. The Flannery Derivative Action, together with the Sunny Derivative Action and Murphy Derivative Action, are referred to as the State Court Derivative Actions. The complaint asserts claims for (i) breach of fiduciary duty and (ii) unjust enrichment. The State Court Derivative Actions were consolidated on June 9, 2025 and have been stayed through a decision on the motion to dismiss in the Securities Class Action.
The Company believes that the claims asserted in the foregoing putative securities class actions and derivative actions are without merit and that the likelihood of loss is remote. However, the ultimate outcome of these actions may differ materially from the Company’s current expectations and the Company is unable to reasonably estimate a range of losses at this time. The Company will vigorously defend itself and its current and former executive officers and directors.
California Consumer Class Action

On January 22, 2025, the Company and certain individuals were named as defendants in a putative class action filed in the U.S. District Court for the Central District of California. The complaint alleges, on behalf of a putative nationwide class of all purchasers of Celsius products, that plaintiff and other class members were misled regarding the alleged financial relationship between Celsius and the individual defendants, who allegedly promoted the Company’s products on social media. The complaint asserts claims for (i) violation of California’s Consumers Legal Remedies Act and Unfair Competition Law, (ii) unjust enrichment and (iii) negligent misrepresentation. On August 18, 2025, the court dismissed the plaintiff's complaint with leave to amend. On September 15, 2025, the plaintiff filed an amended complaint premised on the same claims. On October 15, 2025, a motion to dismiss, or in the alternative, transfer, the amended complaint was filed on behalf of all defendants. On November 11, 2025, plaintiff filed its brief in opposition to the motion and on November 26, 2025, the Company filed its reply brief in further support of the motion. Briefing is complete and the court held an oral argument on the motion on February 3, 2026. Following oral argument, the motion remains pending before the court.

The Company believes that the claims asserted in this putative class action are without merit and that the likelihood of loss is remote. However, the ultimate outcome of these actions may differ materially from the Company’s current expectations and the Company is unable to reasonably estimate a range of losses at this time. The Company will vigorously defend itself against this allegation.
Strong Arm Productions
On May 4, 2021, plaintiffs Strong Arm Productions USA, Inc., Tramar Dillard professionally known as Flo Rida and D3M Licensing Group, LLC filed a lawsuit against the Company in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Plaintiffs asserted that the Company breached two endorsement and licensing agreements that were entered into between Plaintiffs and the Company in 2014 and 2016. Plaintiffs alleged the Company had reached certain revenue and sales benchmarks set forth in the 2014 agreement that entitled them to receive 2.25 million shares (as adjusted for the Forward Stock Split) of the Company's Common Stock. In addition, the Plaintiffs claimed they were entitled to receive unspecified royalties under the 2016 agreement.
A jury trial commenced on this matter on January 10, 2023. On January 18, 2023, the jury rendered a verdict against the Company for $82.6 million in compensatory damages. On June 27, 2023, the court denied the Company’s post-trial motions which sought (i) dismissal of the case notwithstanding the verdict based on the plain language of the contracts at issue, (ii) in the alternative, granting a new trial or (iii) in the alternative, reducing the award of damages to $2.1 million, which reflects the Company’s stock price on the date that the jury found the relevant revenue and sales benchmarks at issue were met.
The Company believed that the jury verdict was not supported by the facts of the case or applicable law and was the result of significant trial error and that there were strong grounds for appeal. The Company filed a notice of appeal to the Fourth DCA for the State of Florida on February 21, 2023. By order dated December 11, 2024, the Fourth DCA granted the Company’s requested relief, in part, by vacating the amount of the jury’s verdict and remanding for further fact finding on the appropriate amount of damages, while affirming the jury’s finding of liability. On December 19, 2024, the Company requested that the DCA rehear the appeal and on February 6, 2025, the DCA denied that rehearing request. On February 28, 2025, the Company filed a Notice to Invoke Discretionary Jurisdiction of the Florida Supreme Court. The Florida Supreme Court denied the Company’s request for discretionary review on November 12, 2025, foreclosing further appeal. Following remand, the trial court held a case management conference on January 27, 2026. At the conference, the trial court denied the plaintiff’s request to strike the Company’s motion for summary judgment and ordered the plaintiff to respond to the Company's motion for summary judgment. The plaintiffs filed their opposition brief on February 12, 2026, and a supplemental opposition brief on February 16, 2026. The Company filed it's reply brief on February 20, 2026. The trial court scheduled oral argument on the motion for summary judgment for April 2, 2026.

As a result of the Fourth DCA's remand order, the Company has estimated a range of possible outcomes between $59.5 million and $103.4 million, inclusive of interest and fees. The Company accrued a liability at the low end of the range in the amount of $59.5 million, reflected in accrued expenses in the Consolidated Balance Sheets as of December 31, 2025. While the Company has filed a motion for summary judgment arguing that the low end of the range is the only appropriate calculation of damages under the Fourth DCA’s remand order and Florida law and that no further fact finding is necessary, the ultimate amount of the judgment that the Company may be required to pay may also include attorney's fees and interest incurred between December 31, 2025 and the payment date, and could be materially different than the amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter.
On December 26, 2025, the same plaintiffs filed a new lawsuit against the Company, alleging that they are entitled to perpetual royalties at ten cents per case on each case of Sparkling Orange Celsius sold domestically from January 1, 2021, and asserting two causes of action, one for breach of contract and a second for an accounting. The Company has not yet been served with process in the lawsuit but denies any wrongdoing and intends to vigorously defend the suit. The Company cannot predict or estimate the duration or ultimate outcome of this matter.
Eniva Trademark Litigation Concerning Vibe-Formative Marks
On March 20, 2025, the Company filed a declaratory judgment action in the U.S. District Court for the District of Minnesota against Eniva, seeking a declaration that the Company's use and registration of various VIBE-formative marks do not infringe Eniva’s trademark rights. The dispute follows proceedings filed by Eniva at the Trademark Trial and Appeal Board, alleging that the Company's marks are likely to cause confusion with its own VIBE-registered mark used on liquid dietary supplements.
On April 10, 2025, Eniva filed its answer and counterclaims, asserting, among other things, that the Company's use of the VIBE-formative marks constitutes trademark infringement under federal and state law, false designation of origin and unfair competition. Eniva further seeks an order declaring that the Company is not entitled to register its marks. Eniva seeks injunctive relief, damages, cancellation of the Company’s trademark applications and attorneys’ fees.
An initial status hearing was held on February 2, 2026, and pursuant to the case schedule, dispositive motions are due on or before October 1, 2026. The Company believes the claims are without merit and intends to vigorously defend its rights to use its intellectual property. The Company accrued a liability of $0.2 million related to this matter as of December 31, 2025. The ultimate outcome may differ materially from the Company’s current expectations and the Company is unable to reasonably estimate a range of losses in excess of the amount accrued.
Commitments
As of December 31, 2025, the Company had purchase commitments to third parties of approximately $1,040.4 million due over the next five years. These purchase obligations are primarily related to third-party suppliers and have arisen through the normal course of business. Contracts that require the Company to purchase all or a portion of its requirements for a specific product or service from a supplier, but do not specify a fixed or minimum quantity, are excluded from the obligations quantified above.
As of December 31, 2025, the Company had contractual obligations aggregating to approximately $16.5 million over the next five years, which related primarily to suppliers, sponsorships and other related marketing activities.
v3.25.4
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2025
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
Name and TitleType of PlanParticipant's Adoption Date
 Plan Termination Date
Maximum Aggregate Number of Securities
Description of Trading Arrangement
John Fieldly, Chief Executive Officer
10b5-1(c)(1) Trading PlanNovember 12, 2025February 10, 2027792,406Sale of shares of common stock (vested stock options or other awards)
Richard Mattessich,
Chief Legal Officer
10b5-1(c)(1) Trading PlanNovember 18, 2025December 31, 20265,820Sale of shares of common stock (vested stock options or other awards)
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
John Fieldly [Member]  
Trading Arrangements, by Individual  
Name John Fieldly
Title Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date November 12, 2025
Expiration Date February 10, 2027
Arrangement Duration 157 days
Aggregate Available 792,406
Richard Mattessich [Member]  
Trading Arrangements, by Individual  
Name Richard Mattessich
Title Chief Legal Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date November 18, 2025
Expiration Date December 31, 2026
Arrangement Duration 407 days
Aggregate Available 5,820
v3.25.4
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.4
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
Cybersecurity Risk Management and Strategy
The Company has established a cybersecurity risk management program, designed to identify, assess, mitigate and manage cybersecurity risks, incidents and threats that could potentially impact our business operations. These cybersecurity risk management processes are integrated into the Company’s overall enterprise risk management program. Our Cybersecurity Committee, which includes our Chief Financial Officer and key representatives from the Finance, IT and Legal departments, direct our cybersecurity efforts. The Cybersecurity Committee is primarily responsible for monitoring our cybersecurity risk management program, establishing and updating materiality thresholds for reporting cybersecurity incidents and determining whether specific incidents meet established disclosure criteria. The Cybersecurity Committee's role is focused on evaluating incidents against these thresholds to ensure that significant cyber risks are appropriately managed, addressed and if required, disclosed in line with our overarching cybersecurity strategy and policies. The Cybersecurity Committee members rely on the cybersecurity experience of the Company’s head of IT Security, which includes more than twenty years of experience in cybersecurity and IT, with focused expertise on cybersecurity strategy, architecture, policy and processes relevant to assessing, identifying and managing cybersecurity risks. Remaining team members have a general familiarity with cybersecurity matters and an understanding of the potential financial impacts, disclosure obligations and enterprise risks to the Company as they relate to cybersecurity. The Company has also established the Cyber Incident Policy.
Our Senior Vice President of IT, Security and Infrastructure, is tasked with continuously monitoring our systems and networks for potential cybersecurity threats. The IT department monitors incidents that meet our established materiality thresholds, which encompass items such as cost, potential impact on operations and reputational risks and escalates incidents within our organization for further assessment and responsive action by the Cybersecurity Committee.
The Cyber Incident Policy sets forth a process to report cybersecurity incidents that is intended to enable a rapid organizational response to mitigate risks and also to ensure compliance with our public reporting obligations. This process includes incident identification, reporting channels to report any cybersecurity incidents, reporting procedures with respect to information to be included in any incident report, provision for confidentiality of information reported, the initiation of a response process to any reported incident and communication of a reported incident to the Cybersecurity Committee.
In addition to our internal reviews, we may from time to time engage external cybersecurity firms to assist with investigations and external cybersecurity experts to evaluate our processes, including conducting penetration tests, and to report on our cybersecurity infrastructure and processes to our senior management and to the Audit Committee of our Board. Our Cyber Incident Policy also establishes procedures for engaging law enforcement should the need arise and defines certain parameters with respect to drafting initial incident reports, technical assessment reports and financial impact reports for review by the Cybersecurity Committee, management, the Audit Committee and the full Board, as appropriate.
Our Cybersecurity Committee also reviews cybersecurity incidents affecting our third party service providers as necessary. Upon being notified of a cybersecurity incident at a third party, our Senior Vice President of IT, Security and Infrastructure, or a designated point of contact will promptly contact the third party to understand the details and scope of the incident. An initial report outlining the nature of the incident, affected systems and preliminary impact assessment will be provided to the Cybersecurity Committee, which will appropriately review the matter. Regular communication is to be maintained with the third party with updates provided to the Cybersecurity Committee to enable appropriate steps to be taken and timely public reporting if needed.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]
The Company has established a cybersecurity risk management program, designed to identify, assess, mitigate and manage cybersecurity risks, incidents and threats that could potentially impact our business operations. These cybersecurity risk management processes are integrated into the Company’s overall enterprise risk management program. Our Cybersecurity Committee, which includes our Chief Financial Officer and key representatives from the Finance, IT and Legal departments, direct our cybersecurity efforts. The Cybersecurity Committee is primarily responsible for monitoring our cybersecurity risk management program, establishing and updating materiality thresholds for reporting cybersecurity incidents and determining whether specific incidents meet established disclosure criteria. The Cybersecurity Committee's role is focused on evaluating incidents against these thresholds to ensure that significant cyber risks are appropriately managed, addressed and if required, disclosed in line with our overarching cybersecurity strategy and policies. The Cybersecurity Committee members rely on the cybersecurity experience of the Company’s head of IT Security, which includes more than twenty years of experience in cybersecurity and IT, with focused expertise on cybersecurity strategy, architecture, policy and processes relevant to assessing, identifying and managing cybersecurity risks. Remaining team members have a general familiarity with cybersecurity matters and an understanding of the potential financial impacts, disclosure obligations and enterprise risks to the Company as they relate to cybersecurity. The Company has also established the Cyber Incident Policy.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
The governance of our cybersecurity risks involves active and informed participation from our management team, our Audit Committee and our Board. The Audit Committee, which receives regular updates from the Cybersecurity Committee, maintains oversight of our cybersecurity strategies and risks and will consider such updates as part of the Company’s overall risk management program. This oversight includes briefings on the nature of the risks we face, the steps we are taking to mitigate these risks and any significant cybersecurity incidents that have occurred. In addition, our Senior Vice President of IT, Security and Infrastructure, will provide reports and updates to the Audit Committee and to the full Board as the need arises. All Board members may attend the meetings of the Audit Committee during which cybersecurity is discussed and will be included in any tabletop exercises as they are planned.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. Cybersecurity risks are considered as part of the Company’s strategic planning and operational decision-making processes. We continue to monitor potential cybersecurity threats and incorporate findings into our risk management strategies. While the Company maintains processes designed to manage cybersecurity risks, such processes cannot fully eliminate all risks, and certain cybersecurity incidents may not be detected immediately. Further information regarding cybersecurity and related risks is discussed in Part I, Item 1A of this Report.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The governance of our cybersecurity risks involves active and informed participation from our management team, our Audit Committee and our Board.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Audit Committee, which receives regular updates from the Cybersecurity Committee, maintains oversight of our cybersecurity strategies and risks and will consider such updates as part of the Company’s overall risk management program.
Cybersecurity Risk Role of Management [Text Block] The Audit Committee, which receives regular updates from the Cybersecurity Committee, maintains oversight of our cybersecurity strategies and risks and will consider such updates as part of the Company’s overall risk management program. This oversight includes briefings on the nature of the risks we face, the steps we are taking to mitigate these risks and any significant cybersecurity incidents that have occurred. In addition, our Senior Vice President of IT, Security and Infrastructure, will provide reports and updates to the Audit Committee and to the full Board as the need arises. All Board members may attend the meetings of the Audit Committee during which cybersecurity is discussed and will be included in any tabletop exercises as they are planned.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The Audit Committee, which receives regular updates from the Cybersecurity Committee, maintains oversight of our cybersecurity strategies and risks and will consider such updates as part of the Company’s overall risk management program. This oversight includes briefings on the nature of the risks we face, the steps we are taking to mitigate these risks and any significant cybersecurity incidents that have occurred. In addition, our Senior Vice President of IT, Security and Infrastructure, will provide reports and updates to the Audit Committee and to the full Board as the need arises. All Board members may attend the meetings of the Audit Committee during which cybersecurity is discussed and will be included in any tabletop exercises as they are planned.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The Cybersecurity Committee members rely on the cybersecurity experience of the Company’s head of IT Security, which includes more than twenty years of experience in cybersecurity and IT, with focused expertise on cybersecurity strategy, architecture, policy and processes relevant to assessing, identifying and managing cybersecurity risks.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] This oversight includes briefings on the nature of the risks we face, the steps we are taking to mitigate these risks and any significant cybersecurity incidents that have occurred. In addition, our Senior Vice President of IT, Security and Infrastructure, will provide reports and updates to the Audit Committee and to the full Board as the need arises. All Board members may attend the meetings of the Audit Committee during which cybersecurity is discussed and will be included in any tabletop exercises as they are planned.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation — The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period's presentation in the Consolidated Financial Statements and accompanying notes. These reclassifications reflect changes in the level of detail presented for certain captions, including the aggregation of certain previously presented captions and the separate presentation of other previously aggregated captions. These reclassifications were made for consistency with current period presentation and had no effect on operating results.
Common Stock Split and Treasury Stock
Common Stock Split — On November 13, 2023, the Company effected a three-for-one Common Stock split to stockholders of record on such date. For clarity and consistency in financial reporting, all shares, RSUs, PSUs, stock options and per share amounts presented in the accompanying Consolidated Financial Statements and related notes have been retrospectively adjusted to account for the effects of the Forward Stock Split for all periods presented.
Treasury Stock — The Company accounts for treasury stock under the cost method, using the first-in, first-out, in accordance with ASC 505. Treasury stock is recorded as a contra-equity balance and reduces total stockholders’ equity on the Consolidated Balance Sheets. Treasury shares do not have voting rights, do not receive dividends and are excluded from the calculation of both basic and diluted EPS. Direct costs incurred in connection with repurchase transactions, including broker commissions and other transaction-related fees, are included in the cost of treasury shares on the Consolidated Balance Sheets.
There were no treasury stock retirements during the year ended December 31, 2025. Treasury stock may be reissued for various purposes, including the settlement of employee equity awards, acquisitions, or other corporate purposes. Upon reissuance, amounts in excess of the acquisition cost are credited to additional paid-in capital. If treasury stock is reissued at an amount below its acquisition cost and the additional paid-in capital associated with prior treasury stock transactions is insufficient to cover the difference, the resulting shortfall is recorded against retained earnings.
The Company’s ability to repurchase shares of its Common Stock or declare dividends is subject to restrictions imposed by Nevada law. Nevada law provides that no distribution (including dividends on, or the redemption or repurchase of, shares of capital stock) may be made if, after giving effect to such distribution, (i) the Company would not be able to pay its debts as they become due in the usual course of business, or (ii) except as otherwise specifically permitted by the articles of incorporation, the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed at the time of a dissolution to satisfy the preferential rights of preferred stockholders.
Principles of Consolidation
Principles of Consolidation — These Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in accordance with U.S. GAAP.
Business Combinations
Business Combinations — The Company accounts for business combinations in accordance with ASC 805. Under this guidance, the results of operations of an acquired business are included in the Company’s Consolidated Financial Statements and related notes prospectively from the acquisition date.
The Company allocates the purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. Any excess of the purchase consideration over the fair value of net assets acquired is recognized as goodwill. During the measurement period, which does not exceed twelve months from the acquisition date, adjustments to the preliminary fair value estimates may be recorded as additional information becomes available. Measurement period adjustments, if applicable, are recognized in the reporting period in which the adjustments are determined and are reflected as a prospective adjustment to goodwill. Transaction costs associated with acquisitions, such as advisory, legal and consulting fees are expensed as incurred. Contingent consideration, associated with acquisitions, is recorded at fair value using discounted, probability-weighted cash flow models that rely on Level 3 inputs. Contingent consideration is remeasured at fair value each reporting period, with changes recognized in earnings until settlement. See Note 5. Acquisitions.
Significant Estimates
Significant Estimates — The preparation of Consolidated Financial Statements and accompanying disclosures in conformity with U.S. GAAP requires management to make recurring estimates and assumptions that affect the reported amounts of assets, liabilities, mezzanine equity, stockholder's equity, revenues and expenses, as well as disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. These estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Significant estimates include promotional allowances, intangibles, assets and liabilities assumed as a part of business combinations, allowance for inventory obsolescence and sales returns, the useful lives of property, plant and equipment, impairment of goodwill and intangibles, deferred taxes and related valuation allowance, valuation of contingent consideration, stock-based compensation and the valuation of preferred stock issued or modified during the period.
Segment Reporting
Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, maintain discrete financial information and undergo regular review by the CODM, who is the Chief Executive Officer, to assess performance and allocate resources. Although the Company operates in multiple geographical regions and offers a range of products under distinct brands, it functions as a single operating segment. The CODM evaluates operating results and allocates resources on a consolidated basis due to the significant economic interdependencies between the Company's brands, geographical operations and product offerings. As a result, the Company and its brands are managed as a single operating segment, which also represents the Company’s single reportable segment. See Note 16. Segment Reporting.
Fair Value Measurements
Fair Value Measurements — ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Accordingly, inputs used in fair value measurements are prioritized within the following hierarchy:
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices in active markets included in Level 1 that are observable, directly or indirectly.
Level 3: Unobservable inputs, which rely on the reporting entity’s assumptions when there is little or no market data.
The carrying values of cash and cash equivalents, restricted cash, accounts receivable-net, accounts payable, other current liabilities and accrued expenses approximate fair value due to their short-term maturities and market interest rates. As such, these are classified within Level 1.
The Company’s outstanding debt is recorded at face value, net of unamortized discounts and debt issuance costs, on the Consolidated Balance Sheets. The Term Loan Facility bears interest at variable rates based on either benchmark rates or an alternate base rate, in each case plus the applicable spread set forth in the Credit Agreement as further described in Note 11. Debt. Because the interest rates on the Term Loan Facility reprice frequently based on observable market reference rates, and there have been no significant changes in the Company’s leverage or credit profile, the Company determined that the fair value of the Term Loan Facility approximates its principal amount as of December 31, 2025. Any difference between the carrying amount and fair value primarily reflects unamortized debt issuance costs rather than changes in market interest rates or credit spreads. The applicable interest margin reflects the Company’s credit risk and is derived from observable market inputs but is not based on quoted prices for identical instruments; accordingly, the Term Loan Facility is classified within Level 2 of the fair value hierarchy.
The Company performs valuations of assets acquired and liabilities assumed in acquisitions accounted for as business combinations and recognizes the assets acquired and liabilities assumed at their respective acquisition-date fair values. For additional information on fair value measurements performed as part of the Rockstar and Alani Nu acquisitions, see Note 5. Acquisitions. For additional information on the fair value measurements performed as part of the Preferred Stock issuance and modification, see Note 14. Mezzanine Equity.
In connection with the Alani Nu Acquisition, the Company initially recorded a liability at fair value for the contingent consideration payable to the Sellers, subject to achievement of a certain 2025 revenue target, with a single potential payment of $25.0 million. If the target were not achieved, then no consideration would have been payable. The fair value of the liability was estimated using discounted future cash flows based on a probability-weighted expected return methodology, which utilized Level 3 inputs such as revenue forecasts. Based on Alani Nu's 2025 results, the contingent consideration condition was achieved in full. Accordingly, the Company recognized the full amount as a liability as of December 31, 2025. The contingent consideration will be paid in the first quarter of 2026. See Note 5. Acquisitions.
Concentrations of Risk
Concentrations of Risk — The majority of the Company’s revenue is derived from the sale of functional energy drinks. Functional energy drink product revenue accounted for approximately 92.9%, 95.3% and 96.1% of revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
Cash and Cash Equivalents Cash and Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less, when purchased, to be cash equivalents.
Restricted Cash
Restricted Cash — In connection with the A&R U.S. Distribution Agreement, the Company received upfront payments from Pepsi that are contractually restricted. These funds are designated solely to satisfy termination payments to certain former Alani Nu distributors and are not available for general operating activities and are therefore classified as restricted cash on the Company’s Consolidated Balance Sheets. Any amounts not utilized for such termination payments are required to be returned to Pepsi. See Note 4. Revenue and Note 13. Related Party Transactions.
Accounts Receivable and Current Expected Credit Losses
Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its product revenue and related accounts receivables, as it generally does not require collateral from its customers. Payment terms are established in accordance with industry practice and are typically short-term in nature. The arrangements do not contain a significant financing component. The Company determines its allowance for expected credit losses using a risk-based methodology that groups customers into risk tiers based on credit quality, financial condition, and other relevant qualitative and quantitative factors. Customer balances within each risk tier are evaluated using an aging-based loss rate approach to estimate expected credit losses over the contractual life of the receivables. The Company periodically reassesses customer risk classifications to reflect changes in credit risk, current and expected future economic and market conditions and other available information.

During the year, the Company refined its expected credit loss methodology by transitioning from a channel-based customer pooling structure to a risk-based framework. This refinement was driven by enhanced credit data availability and improved alignment of loss expectations with observed customer risk profiles. The effect of this refinement on the allowance for expected credit losses was immaterial for the year ended December 31, 2025.
Inventories
Inventories — Inventories are valued at the lower of cost or net realizable value with costs approximating those determined under the first-in, first-out method. Changes in the inventory reserve are included in cost of revenue. See Note 6. Inventories.
Deferred Other Costs
Deferred Other Costs — Deferred other costs primarily consist of the value of the Captaincy and the excess fair value of the shares of Series A Preferred Stock over the proceeds received from Pepsi as part of the Original Purchase Agreement and Original U.S. Distribution Agreement. These deferred other costs are amortized on a straight-line basis, as a reduction of revenue, over the terms of the A&R U.S. Distribution Agreement aligning expense recognition with the associated benefits. Deferred other costs are classified and presented as separate current and non-current line items on the Company’s Consolidated Balance Sheets.
Prepaid Expenses And Other Current Assets Prepaid Expenses and Other Current Assets — Prepaid expenses and other current assets primarily consist of a receivable from Pepsi in connection with the A&R U.S. Distribution Agreement, see Note 13. Related Party Transactions, as well as prepaid insurance, prepaid slotting fees, prepaid advertising and other advance payments made for operating activities. This category also includes tax-related receivables, such as income tax and VAT/GST receivables, as well as other receivables, production deposits and miscellaneous current assets.
Property, Plant and Equipment
Property, Plant and Equipment — Property, plant and equipment are stated at cost, net of accumulated depreciation and, if applicable, impairment. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful life of the asset, generally ranging from three to fifteen years. The Company’s largest property, plant and equipment asset category is merchandising equipment, consisting primarily of coolers. Depreciation of merchandising equipment begins when the equipment is placed in service. As of December 31, 2025 and 2024, a portion of the Company’s merchandising equipment related to coolers had not yet been placed in service and, accordingly, was not subject to depreciation.
Construction-in-progress represents construction expenditures not yet placed into service or being depreciated and is reclassified to the appropriate property, plant and equipment category once the asset is ready for its intended use. Leasehold improvements are depreciated over the shorter of the estimated useful life of the assets or the lease term. Routine repairs and maintenance that do not improve or extend the useful lives of the assets are expensed as incurred. When property, plant and equipment is sold or retired, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the Consolidated Statements of Operations and Comprehensive Income.
Leases and Other Long Term Liabilities
Leases — The Company follows the provisions of ASC 842. The Company leases office space, a storage facility, machinery and equipment, warehouses and vehicles, both in the U.S. and internationally under operating and finance leases that expire at various dates through 2034. If a lease agreement includes options to extend or terminate the lease, the Company evaluates the likelihood of exercising such options. Extension periods that management determines are reasonably certain to be exercised are included in the lease term used to measure the right-of-use asset and lease liability. For new or modified agreements, the Company assesses whether an arrangement contains a lease by evaluating whether the Company obtains (1) the right to substantially all the economic benefits from the use of the asset and (2) the right to direct how and for what purpose the asset is used.
If an arrangement contains a lease, the Company records a right-of-use asset and a lease liability, initially recognized based on the present value of future lease payments over the term of the lease. If the rate implicit in the lease is not readily determinable, the Company's incremental borrowing rate is used in calculating the present value of the lease payments. Right-of-use assets are initially recorded at the present value of lease payments, adjusted for initial direct costs and prepaid lease payments and less any lease incentives received. The majority of the Company's leases are deemed operating leases. Operating lease costs are included in selling, general and administrative expenses.
The Company has no residual value guarantees associated with its leases. Lease cost may include both lease and non-lease components, such as shared operating costs that typically cover property expenses, including insurance, utilities and maintenance. Where applicable, the Company elected the practical expedient to account for lease and non-lease components as a single lease component in the calculation of lease liabilities and right-of-use assets. Leases with terms of 12 months or less are not recorded on the Consolidated Balance Sheets. See Note 7. Leases.
Other Long Term Liabilities — Other long-term liabilities primarily consist of operating and finance lease obligations due beyond one year, as well as deferred tax liabilities arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. This category also includes other long-term tax-related liabilities and miscellaneous obligations that are not expected to be settled within the next twelve months.
Long-Lived Assets
Long-Lived Assets — In accordance with ASC 360, the Company reviews the carrying value of long-lived asset groups, which includes property, plant and equipment-net, right-of-use assets and definite-lived intangibles-net, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. An impairment loss is recognized for a long-lived asset group if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not considered recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset group over its remaining useful life and final disposition. The Company did not record any impairment charges related to long-lived asset groups for the years ended December 31, 2025, 2024 or 2023.
Goodwill and Intangible Assets
Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets recognized as part of acquisitions are not amortized but are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate a potential impairment. Intangible assets with defined useful lives are generally measured at cost, net of accumulated amortization and impairment, and are amortized on a straight-line basis over their estimated useful lives. Useful lives are determined based on expected cash flows and other relevant facts and circumstances specific to each asset.
In a qualitative impairment assessment, management considers factors including macroeconomic conditions, industry conditions, cost factors regarding raw materials and operations, legal and regulatory environments and historical financial performance. If an impairment indicator exists, a quantitative assessment is performed. The Company performed its goodwill impairment analysis at the reporting unit level, consisting of one reporting unit, as of October 1, 2025. The Company performed its indefinite lived intangible asset impairment analysis at the individual asset level as of October 1, 2025.
If management determines, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in excess of the carrying amount cannot be assured, then a quantitative goodwill impairment test would be required. The quantitative test for goodwill impairment is performed by determining the fair value of the reporting unit. Management has performed its evaluation and determined the fair value of the reporting unit is significantly greater than the carrying amount and, accordingly, the Company has not recorded any impairment charges related to goodwill during the years ended December 31, 2025, 2024 or 2023. See Note 8. Goodwill and Intangibles.
As a result of the Company’s strategic focus on its core product offerings and the decision not to pursue further expansion of Func Foods branded products, management concluded that the remaining carrying value of the Func Foods brand name, an indefinite-lived intangible asset, was no longer recoverable. Accordingly, the Company recorded an impairment charge to write off the remaining net book value of the Func Foods brand name during 2025. The Company did not record any other impairment charges related to indefinite-lived intangible assets for the current or prior periods presented. See Note 8. Goodwill and Intangibles.
Other Long-term Assets Other Long-term Assets — Other long-term assets primarily consist of right-of-use assets related to the Company’s operating and finance leases, net of accumulated amortization. This category also includes long-term prepayments and deposits, long-term investments, certain long-term receivables and debt issuance costs related to the Revolving Credit Facility.
Equity Investments The Company holds equity investments that are accounted for under the measurement alternative in accordance with ASC 321-10-35-2 for equity securities without readily determinable fair values. These investments are recorded at cost, adjusted for impairment and for observable price changes in orderly transactions for identical or similar investments of the same issuer.
Distributor Termination Fees
Distributor Termination Fees — In connection with the A&R Distribution Agreements, the Company accrued distributor termination fees related to the transition of certain Alani Nu distribution to Pepsi. These accruals represent amounts expected to be paid to former distributors and, where applicable, amounts to be returned to Pepsi if actual termination costs are less than the upfront payments received from Pepsi. The Company recognizes these accruals when a loss is probable and reasonably estimable, based on current available information and updates estimates as facts change. Termination charges are presented as distributor termination fees in the Company's Consolidated Statements of Operations and Comprehensive Income. Termination accruals are presented as accrued distributor termination fees on the Consolidated Balance Sheets. See Note 4. Revenue and Note 10. Accrued Distributor Termination Fees.
Deferred Revenue, Revenue Recognition and Shipping and Handling Costs
Deferred Revenue — The Company receives payments from certain distributors as reimbursement for contract termination costs paid to the prior distributors. Amounts received or contractually due under new or amended distribution agreements related to these termination cost reimbursements are accounted for as deferred revenue and are recognized ratably over the anticipated life of the respective new or amended distribution agreements. Deferred revenue is classified and presented as separate current and non-current line items on the Company’s Consolidated Balance Sheets.
Revenue Recognition — The Company recognizes revenue in accordance with ASC 606. Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred based on the commercial terms of the agreement with the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. See Note 4. Revenue.
Shipping and Handling Costs — Shipping and handling costs for freight charges on goods shipped are included in cost of revenue.
Other Current Liabilities Other Current Liabilities — Other current liabilities primarily consist of state beverage container deposit obligations, short-term portions of finance and operating lease liabilities and sales tax payables, including those related to international operations. This category also includes the current portion of long-term debt and other miscellaneous short-term obligations.
Debt
Debt — The Company accounts for all debt instruments in accordance with the guidance provided under ASC 470. Debt is initially recognized at the amount of proceeds received, net of any original issue discounts or premiums and debt issuance costs, and is subsequently carried at amortized cost. Debt is classified as current or non-current based on the contractual maturity dates, subject to applicable refinancing arrangements.
Original issue discounts, premiums and debt issuance costs are recognized as interest expense over the term of the debt using the effective interest method. Debt issuance costs for the Revolving Credit Facility are recorded in other long-term assets on the Consolidated Balance Sheets. Debt issuance costs for the Term Loan Facility are recorded in long-term debt as a reduction to the long-term outstanding balance on the Consolidated Balance Sheets.
Amendments to debt instruments are evaluated to determine whether they represent a modification or an extinguishment in accordance with ASC 470-50. Modifications are accounted for prospectively, while extinguishments result in derecognition of the original debt and recognition of any resulting gain or loss in the Consolidated Statements of Operations and Comprehensive Income. Any fees paid to third parties are expensed in the Consolidated Statements of Operations and Comprehensive Income as incurred. See Note 11. Debt.
Cost of Revenue
Cost of Revenue — Cost of revenue consists of the costs of raw materials, co-packing fees, repacking fees, inbound and outbound freight charges, certain internal transfer costs, warehouse expenses incurred prior to the manufacturing of the Company’s finished products, inventory allowance for excess and obsolete products and certain quality control costs. Raw materials account for the largest portion of the cost of revenue. Raw materials include concentrates and liquid bases, cans, other containers, flavors, ingredients and packaging materials.
Selling, General and Administrative Expenses, Policy
Selling, General and Administrative Expenses — Selling, general and administrative expenses include various operating expenses such as warehousing costs after manufacturing, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, design expenses and advertising cost as further discussed below. Selling, general and administrative expenses also include costs such as payroll costs, travel costs, professional service fees (including legal fees), depreciation and amortization and other selling, general and administrative costs.
Advertising Costs Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company primarily utilizes targeted marketing initiatives across various channels, including print (e.g., print displays), radio, digital and streaming platforms, online and social media, television, direct sponsorships, endorsements and in-store displays.
Research and Development Research and Development — Research and development costs are charged to selling, general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and production testing.
Stock-Based Compensation
Stock-Based Compensation — The Company follows the provisions of ASC 718. Stock-based compensation cost is measured on the date of the grant based on the fair value of the stock awards. The costs are recognized over the respective vesting periods of the grants. Depending on the terms of the award, the Company recognizes compensation expense using either a straight-line amortization or an accelerated attribution method over the requisite service or vesting period, and recognizes forfeitures as they occur. See Note 15. Shareholders' Equity.
Foreign Currency Gain/Loss and Translation
Foreign Currency Gain/Loss — The Company’s foreign subsidiaries’ functional currencies are either the local currencies of the countries where operations are located or the U.S. dollar. The Company’s foreign subsidiaries remeasure their assets and liabilities denominated in non-functional currencies on a periodic basis, and the gain or loss from these adjustments related to fluctuations in foreign exchange rates is included in the Consolidated Statements of Operations and Comprehensive Income in other (expense) income. For the years ended December 31, 2025, 2024 and 2023, the Company recognized net foreign exchange losses of approximately $1.4 million, $1.7 million and $1.2 million, respectively.
Foreign Currency Translation — The assets and liabilities of foreign operations are translated into U.S. dollars, which is the Company's reporting currency, using current exchange rates. Translation gains and losses, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in the Consolidated Statements of Operations and Comprehensive Income within other comprehensive income as foreign currency translation (loss) gain, net of income tax.
Income Taxes
Income Taxes — Starting in 2025, the Company has come within the scope of the OECD Pillar Two framework, which establishes a global minimum corporate tax of 15.0% for companies with global revenues and profits above certain thresholds. Certain jurisdictions in which the Company operates enacted their respective tax laws to comply with Pillar Two. Refer to the Company's effective tax rate reconciliation in Note 12. Income Taxes for the Pillar Two impact on the Company's operations and results for the year ended December 31, 2025. The Company will continue to monitor pending legislation and implementation by individual countries.
Earnings per Share
Earnings per Share — The Company computes EPS in accordance with ASC 260, which requires that basic EPS is computed by dividing income or loss available to common stockholders by the weighted average number of shares of Common Stock outstanding. It also requires companies with different classes of participating securities stock to calculate EPS using the two-class method. The two-class method is an allocation of earnings (distributed and undistributed) between the holders of the Company's participating securities, including Common Stock and the Company’s participating preferred stock based on their respective participation rights in undistributed earnings. The more dilutive of the two-class method or the treasury stock method is used to determine diluted EPS.
The Company also computes diluted EPS, which includes the effect of all potentially dilutive shares of Common Stock that were outstanding during the period. Such dilutive securities may include RSU's, PSU's, stock options and Preferred Stock. For the computation of diluted EPS, the numerator is adjusted for the reallocation of earnings to participating securities, Preferred Stock in this case, reflecting the impact of potentially dilutive securities. The denominator is adjusted to include the weighted average number of additional shares of Common Stock that would have been outstanding if potentially dilutive shares of Common Stock had been issued. See Note 3. Earnings per Share.
Recently Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires companies to provide an annual rate reconciliation in both dollar figures and percentages and changes the way annual income taxes paid are disclosed by all entities, necessitating a breakdown of annual income taxes paid by federal, state and foreign jurisdictions. The standard became effective for the Company beginning with fiscal year 2025 and was applied on a prospective basis.
Recently Issued Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU includes a collection of amendments intended to clarify, correct errors in, or make minor improvements to existing guidance across multiple Topics in the FASB ASC. The amendments are not expected to result in significant changes to current accounting practice. The standard is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-12 on its Consolidated Financial Statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the interim reporting requirements by improving the organization and navigability of required interim disclosures, clarifying when such guidance is applicable and establishing a principle requiring disclosure of events or changes occurring after the end of the most recent annual reporting period that have a material impact on interim results. This standard update will be effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and the guidance may be applied either prospectively to interim financial statements issued after the effective date or retrospectively to prior interim periods presented. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The ASU updates the guidance on the capitalization, amortization and impairment of internal-use software. The standard is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on its Consolidated Financial Statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU introduces a practical expedient that allows entities to estimate expected credit losses on current trade receivables and contract assets without incorporating macroeconomic factors, assuming current conditions persist over the asset’s remaining life. The Company currently incorporates macroeconomic factors, along with other inputs, into its allowance methodology, including forward-looking economic and market conditions. As such, the practical expedient under ASU 2025-05 would only apply if the Company elects to modify its current model. ASU 2025-05 became effective for all entities for annual reporting periods (including interim reporting periods within those annual periods) beginning after December 15, 2025, with early adoption permitted. The standard will become effective for the Company beginning with fiscal year 2026. The company will not elect the practical expedient and, as a result, the adoption of the ASU will have no effect on the Company's financial condition, results of operations or cash flows.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The effective date was further clarified by ASU 2025-01 in January 2025. These standards enhance expense disclosures by requiring more detailed information on the types of expenses included in certain captions within the Consolidated Financial Statements, including employee compensation, depreciation, amortization and costs incurred related to inventory and manufacturing activities in income statement expense captions, such as cost of sales and selling, general and administrative expenses. The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company will apply the new guidance on a prospective basis and expects ASU 2024-03 to impact only disclosures, with no effect on the Company's financial condition, results of operations or cash flows.
v3.25.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Schedule of Error Corrections and Prior Period Adjustments These reclassifications were made for consistency with current period presentation and had no effect on operating results.
Line Items – As Previously Reported
Line Item – As Reclassified
Consolidated Balance Sheets
Right of use assets-operating leasesOther long-term assets
Right of use assets-finance leases-netOther long-term assets
Intangibles-net
Customer relationships-net
Intangibles-net
Brands-net
Lease liability operating leases (previously presented in current liabilities)
Other current liabilities
Lease liability finance leases (previously presented in current liabilities)
Other current liabilities
Lease liability operating leases (previously presented in non-current liabilities)
Other long term liabilities
Lease liability finance leases (previously presented in non-current liabilities)
Other long term liabilities
Deferred tax liability
Other long term liabilities
Additional paid-in capital
Additional paid-in capital
Additional paid-in capital
Treasury Stock
Line Items – As Previously Reported
Line Item – As Reclassified
Consolidated Statements of Operations and Comprehensive Income
Interest income on note receivable
Other, net
Foreign exchange loss
Other, net
Other income
Other, net
Dividends on Series A convertible preferred stock
Dividends on convertible preferred stock
Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity
Additional paid-in capital
Treasury Stock
Additional paid-in capital
Additional paid-in capital
Consolidated Statements of Cash Flows
Loss on disposal of property, plant and equipment
Other operating activities-net
Foreign exchange loss
Other operating activities-net
Note receivable-net
Accounts and note receivable-net
Change in right of use asset and lease liability-net
Other long-term liabilities
Principal payments on finance lease obligations
Other financing activities-net
Proceeds from exercise of stock options
Other financing activities-net
Cash dividends paid on Series A convertible preferred stock
Cash dividends paid on preferred stock
Schedule of Revenue & Accounts Receivable with Customers
Revenue from customers accounting for more than 10.0% of total revenue was as follows:
For the years ended December 31,
202520242023
Pepsi43.2%54.7%59.4%
Costco10.8%11.6%12.0%
All others
46.0%33.7%28.6%
Total100.0%100.0%100.0%
Accounts receivable-net from customers accounting for more than 10.0% were as follows:
December 31, 2025December 31, 2024
Pepsi46.2%62.2%
Costco10.5%10.2%
All others
43.3%27.6%
Total100.0%100.0%
Schedule of Changes in the Allowance for Expected Credit Losses
Changes in the allowance for current expected credit losses were as follows:
Allowance for Current Expected Credit Losses
Balance as of December 31, 2023$3,137 
Period change for current expected credit losses7,997 
Write off(5,856)
Balance as of December 31, 20245,278 
Period change for current expected credit losses10,127 
Balance as of December 31, 2025$15,405 
Schedule of Property, Plant and Equipment
The following table summarizes the Company's property, plant and equipment balances and includes the estimated useful lives that are generally used to depreciate the assets on a straight-line basis:
Estimated Useful
Life in Years		December 31,
2025		December 31,
2024
Merchandising equipment - coolers
3-7
$60,615 $39,231 
Vehicles
5
17,501 12,237 
Machinery and equipment
7-15
14,631 10,136 
Office equipment
3-7
3,570 2,228 
Leasehold improvements
 
2,523 2,561 
Construction-in-progress11,187 — 
Less: accumulated depreciation(22,117)(10,791)
Property, plant and equipment-net$87,910 $55,602 
Schedule of Long-Lived Asset Geographic Data The following table consists of geographic long-lived asset information, which includes property, plant and equipment-net, right-of-use assets and definite-lived intangibles-net. The table excludes goodwill and indefinite lived brands. All of the Company’s North American long-lived assets are located in the U.S. and Canada.
December 31,
2025		December 31,
2024
North America
$197,866 $72,115 
Finland12,004 10,950 
Sweden4,635 2,523 
Ireland3,595 3,599 
Other29 29 
Long-lived assets related to foreign operations20,263 17,101 
Long-lived assets-net$218,129 $89,216 
v3.25.4
EARNINGS PER SHARE (Tables)
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
For the years ended December 31,
202520242023
Numerator:
Net income$107,999 $145,074 $226,801 
Dividends on convertible Preferred Stock(37,608)(27,500)(27,462)
Income allocated to participating Preferred Stock(6,554)(10,117)(17,348)
Net income attributable to common stockholders$63,837 $107,457 $181,991 
Effect of dilutive securities:
Allocation of earnings to participating securities
$6,554 $10,117 $17,348 
Reallocation of earnings to participating securities
(6,493)(9,971)(16,934)
Net income available to common stockholders after assumed conversions$63,898 $107,603 $182,405 
Denominator:
Weighted average common shares outstanding, basic252,301 233,667 230,784 
Dilutive shares of Common Stock2,610 3,737 6,180 
Weighted average shares of Common Stock outstanding, diluted254,911 237,404 236,964 
Earnings per share:
Basic$0.25 $0.46 $0.79 
Diluted
$0.25 $0.45 $0.77 
v3.25.4
REVENUE (Tables)
 12 Months Ended
Dec. 31, 2025
Revenue from Contract with Customer [Abstract]  
Schedule of Amount of Revenue By Geographical Location
The following table sets forth the amount of revenue by geographical location:
For the years ended December 31,
202520242023
North America$2,422,490 $1,280,894 $1,263,341 
Europe72,544 61,696 43,722 
Asia-Pacific
12,971 5,658 4,755 
Other7,264 7,382 6,196 
Revenue$2,515,269 $1,355,630 $1,318,014 
v3.25.4
ACQUISITIONS (Tables)
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Preliminary Purchase Consideration The preliminary purchase consideration was calculated as follows:
Purchase Consideration
Total estimated fair value of Series B Preferred Stock$907,920 
Total incremental estimated fair value of Series A Preferred Stock 27,867 
Total fair value of Series B Preferred Stock and incremental fair value of Series A Preferred Stock$935,787 
Fair value of non-cash amount attributable to ASC 606 implicit upfront payment to customer$598,787 
Fair value of non-cash amount attributable to ASC 805 business acquisition$337,000 
Less: Net working capital cash received from Pepsi [1]
(29,397)
Total preliminary Rockstar purchase consideration$307,603 
[1]     This amount includes net working capital adjustments received from Pepsi pursuant to the Transaction Agreement, of which $29.2 million was received in cash and is classified within investing activities in the Consolidated Statements of Cash Flows for the year ended December 31, 2025.
The Alani Nu Acquisition was accounted for as a business combination. Preliminary purchase consideration consisted of the following:

Purchase Consideration
Cash consideration [1]
$1,322,425 
Share consideration721,964 
Contingent consideration[2]
11,200 
Preliminary fair value of purchase consideration$2,055,589 
[1] Amount includes base cash consideration of $1,275.0 million per the Alani Nu purchase agreement, plus $22.4 million of cash paid in connection with the finalization of customary post-closing adjustments, plus Alani Nu closing cash acquired, offset by certain indebtedness related items. During the year ended December 31, 2025, the Company paid $1,278.8 million, net of cash acquired, as reflected in the Consolidated Statements of Cash Flows.
[2] A probability-weighted expected return method was used to value the contingent consideration as of the Closing Date of Alani Nu, whereby the value is determined based on expected cash flows under various scenarios related to the achievement of the revenue target. The measurement includes significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820.
A summary of the allocation of the total purchase consideration is presented below:
Purchase ConsiderationGoodwillProperty, Plant and Equipment AcquiredOther Net Identifiable Assets Acquired
Big Beverages Acquisition
$76,812 $58,257 $13,254 $5,301 
Schedule of Preliminary Fair Value of Assets Acquired and Liabilities
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the Closing Date of the Pepsi Transactions. The Company is in the process of reviewing and finalizing third-party valuations of certain intangible assets, tangible assets and finished goods inventory; therefore, the provisional measurements of assets acquired are subject to change as the valuation procedures are finalized.

At August 28, 2025
ASSETS
Inventories$10,288 
Property, plant and equipment4,917 
Brands176,000 
Customer relationships5,500 
Prepaid expenses and other current assets1,461 
LIABILITIES
Accrued expenses390 
Net identifiable assets acquired$197,776 
Goodwill109,827 
Total preliminary Rockstar purchase consideration$307,603 
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the Closing Date of Alani Nu. The Company is still finalizing and reviewing the estimated fair values of certain assets acquired and liabilities assumed. Accordingly, additional measurement period adjustments may be recorded. The provisional measurements of intangible assets, net working capital assets, property, plant and equipment and goodwill are subject to change as the valuation procedures are finalized.

At April 1, 2025
ASSETS
Cash and cash equivalents$43,655 
Accounts receivable [1]
83,655 
Inventories [1] [2]
95,425 
Prepaid expenses and other current assets1,699 
Property, plant and equipment [1]
2,662 
Brands1,104,000 
Customer relationships111,000 
LIABILITIES
Accounts payable49,117 
Accrued expenses [1] [3]
52,371 
Deferred revenue-current8,519 
Other current liabilities426 
Deferred revenue-non-current3,780 
Other long term liabilities6,698 
Net identifiable assets acquired$1,321,185 
Goodwill734,404 
Total purchase consideration$2,055,589 
[1] Includes fair value adjustments subject to finalization during the measurement period see Measurement Period Adjustments section below.
[2] Includes an inventory valuation step-up of $21.7 million which was recognized as an adjustment to the Company’s cost of revenue in the Consolidated Statements of Operations and Comprehensive Income. The preliminary fair value was determined based on Level 3 inputs including the estimated selling price of the inventory, less the remaining estimated costs to sell such inventory and an estimated normal profit margin on the disposal efforts.
[3] Includes $3.1 million the Company paid relating to the settlement of the net working capital adjustment. The settlement resulted in a decrease in accrued expenses and an increase in the estimated total purchase consideration. The adjustment did not impact goodwill.
Schedule of Business Combination, Intangible Asset, Acquired, Finite-Lived and Indefinite-Lived The following table summarizes the estimated fair values of identifiable intangible assets acquired and their respective amortization periods:
Estimated Useful Life in YearsAt August 28, 2025
BrandsIndefinite$176,000 
Customer relationships105,500
Total intangibles acquired$181,500 
The following table summarizes the estimated fair value of identifiable intangible assets acquired and their respective remaining amortization periods:
Estimated Useful Life in YearsAt April 1, 2025
BrandsIndefinite$1,104,000 
Customer relationships 5111,000
Total intangibles acquired$1,215,000 
Schedule of Pro forma Consolidated Financial Information
The following unaudited pro forma financial information summarizes the results of operations for the periods indicated as if the Alani Nu Acquisition and Rockstar Acquisition had been completed on January 1, 2024. The unaudited pro forma information is not necessarily indicative of the results that the Company would have achieved had the acquisitions actually occurred on January 1, 2024, nor does such information purport to be indicative of future financial operating results.


For the years ended December 31,
20252024
Revenue$3,003,677 $2,317,965 
Net income218,748 147,638 
Net income attributable to common stockholders$143,047 $80,291 
Schedule of Acquired Finite-Lived Intangible Assets by Major Class
The acquired intangible asset fair values consisted of the following, which are amortized on a straight-line basis over their estimated useful lives:
Estimated Useful Life in YearsAt November 1, 2024
Customer relationships6$900 
Brands
3500 
Intangibles$1,400 
v3.25.4
DEBT (Tables)
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Schedule of Debt
Debt consisted of the following:
December 31, 2025
Term loan, due 2032$698,250 
Less: current portion[1]
(7,000)
Less: unamortized discount and debt issuance costs(21,324)
Total long-term debt$669,926 
[1] The current portion of the Company’s debt is included in other current liabilities on the Consolidated Balance Sheets.
Schedule of Company’s Debt Outstanding
The Company’s debt outstanding as of December 31, 2025 matures as follows:

2026$7,000 
20277,000 
20287,000 
20297,000 
20307,000 
Thereafter663,250 
Total debt$698,250 
Unamortized discounts and debt issuance costs(21,324)
Total debt, net of unamortized discounts and debt issuance costs$676,926 
Schedule of Material Interest Rate Terms
The following table summarizes the material interest rate terms applicable to borrowings under the Company’s Credit Agreement before the First Refinancing Amendment became effective on October 2, 2025. Borrowings bore interest at either a benchmark rate or an alternate base rate:

FacilityRate TypeApplicable Rate
Term Loan Facility
Benchmark Rate[1]
3.25%
Alternate Rate[2]
2.25%
Revolving Credit Facility
Benchmark Rate[1]
3.00%
Alternate Rate[2]
2.00%
Revolving Credit Facility
Commitment Fee[3] (unused portion)
0.50%
[1] Bear interest at the benchmark rate, including Term SOFR or, in the case of certain foreign currency borrowings, EURIBOR, plus the applicable rate shown above.
[2] Bear interest at the alternate base rate, plus the applicable rate shown above. The alternate base rate is defined as the highest of (i) the U.S. prime rate, (ii) the Federal Funds Rate plus 0.50%, (iii) the Benchmark Rate for an interest period of one month plus 1.00% and (iv) 1.00%.
[3] The commitment fee is payable on the unused portion of the Revolving Credit Facility.
The following table summarizes the material interest rate terms applicable to borrowings under the Credit Agreement after giving effect to the First Refinancing Amendment. Borrowings bear interest at either a benchmark rate or an alternate base rate, and applicable rates are subject to potential step-downs in 0.25% increments pursuant to a pricing grid based on net leverage:

FacilityRate TypeApplicable Rate
Term Loan Facility
Benchmark Rate[1]
2.50%
Alternate Rate[2]
1.50%
Revolving Credit Facility
Benchmark Rate[1]
2.25%
Alternate Rate[2]
1.25%
Revolving Credit Facility
Commitment Fee[3] (unused portion)
0.50%
[1] Bear interest at the benchmark rate, including Term SOFR or, in the case of certain foreign currency borrowings, EURIBOR, plus the applicable rate shown above.
[2] Bear interest at the alternate base rate, plus the applicable rate shown above. The alternate base rate is defined as the highest of (i) the U.S. prime rate, (ii) the federal funds rate plus 0.50%, (iii) the Benchmark Rate for an interest period of one month plus 1.00% and (iv) 1.00%.
[3] The commitment fee is payable on the unused portion of the Revolving Credit Facility.
v3.25.4
GOODWILL AND INTANGIBLES (Tables)
 12 Months Ended
Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The following table reflects goodwill activity for the years ended December 31, 2025 and 2024:
Goodwill
Balance at December 31, 2023$14,173 
Big Beverage Acquisition58,257 
Foreign currency translation(848)
Balance at December 31, 2024$71,582 
Alani Nu Acquisition734,404 
Rockstar Acquisition109,827 
Foreign currency translation1,747 
Balance at December 31, 2025$917,560 
Schedule of Finite-Lived Intangible Assets
The carrying amounts and accumulated amortization of intangible assets, net of the impact of foreign exchange rate fluctuations, as of December 31, 2025 and 2024 were as follows:
Estimated Weighted Average Useful Life in Years
December 31, 2025
December 31, 2024
Definite-lived intangible assets
Customer relationships7.45$132,183 $13,970 
Brands
3
500 500 
Less: accumulated amortization(20,773)(2,692)
Definite-lived intangible assets, net$111,910 $11,778 
Indefinite-lived intangibles assets
Brandsindefinite$1,280,487 $435 
Less: impairment(482)— 
Indefinite-lived intangible assets$1,280,005 $435 
Brands-net$1,280,311 $907 
Customer relationships-net$111,604 $11,306 
Schedule of Indefinite-Lived Intangible Assets
The carrying amounts and accumulated amortization of intangible assets, net of the impact of foreign exchange rate fluctuations, as of December 31, 2025 and 2024 were as follows:
Estimated Weighted Average Useful Life in Years
December 31, 2025
December 31, 2024
Definite-lived intangible assets
Customer relationships7.45$132,183 $13,970 
Brands
3
500 500 
Less: accumulated amortization(20,773)(2,692)
Definite-lived intangible assets, net$111,910 $11,778 
Indefinite-lived intangibles assets
Brandsindefinite$1,280,487 $435 
Less: impairment(482)— 
Indefinite-lived intangible assets$1,280,005 $435 
Brands-net$1,280,311 $907 
Customer relationships-net$111,604 $11,306 
Schedule of Future Estimated Amortization Expense
The following table reflects the future estimated annualized amortization expense related to definite-lived intangible assets:
2026$23,653 
202723,626 
202823,487 
202923,487 
20306,812 
Thereafter10,845 
Total
$111,910 
v3.25.4
INVENTORIES (Tables)
 12 Months Ended
Dec. 31, 2025
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories-net consist of the following:
December 31, 2025
December 31, 2024
Finished goods$272,750 $108,786 
Raw materials
74,654 27,088 
Less: inventory reserve(9,706)(4,709)
Inventories-net$337,698 $131,165 
v3.25.4
LEASES (Tables)
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Schedule of Lease Cost, Supplemental Cash Flow Information and Non-Cash Activity and Weighted-Average Remaining Lease Terms
Supplemental cash flow information and non-cash activity were as follows:
For the years ended December 31,
202520242023
Cash paid for amounts related to lease liabilities:
Operating cash flows from operating leases$4,099 $1,684 $836 
Non-cash lease activity:
Right-of-use assets obtained in exchange for lease obligations$1,079 $21,934 $1,816 
Weighted-average remaining lease terms and discount rates for operating leases were as follows:
For the years ended December 31,
202520242023
Weighted-average remaining lease terms in years:
Operating leases4.575.292.89
Weighted-average discount rate:
Operating leases5.28 %5.23 %6.77 %
Schedule of Operating Lease Maturity
The aggregate annual operating lease obligations at December 31, 2025, were as follows:
Operating Leases
2026$5,012 
20275,189 
20284,008 
20293,699 
2030680 
Thereafter2,018 
Total future minimum lease payments$20,606 
Less: amounts representing interest(2,390)
Present value of lease liabilities18,216 
Less: current portion(4,456)
Long-term portion$13,760 
v3.25.4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)
 12 Months Ended
Dec. 31, 2025
Payables and Accruals [Abstract]  
Schedule of Accrued Expenses
Accrued expenses consisted of the following:
December 31,
2025		December 31,
2024
Accrued marketing $72,789 $34,774 
Accrued legal64,104 63,328 
Unbilled purchases22,280 13,754 
Payroll liabilities18,091 6,656 
Other accrued expenses
53,457 30,268 
Accrued expenses$230,721 $148,780 
v3.25.4
ACCRUED DISTRIBUTOR TERMINATION FEES (Tables)
 12 Months Ended
Dec. 31, 2025
Restructuring and Related Activities [Abstract]  
Schedule of Accrued Distributor Terminations
Accrued distributor termination fees consisted of the following:
Accrued Distributor Terminations
Balance as of December 31, 2024$— 
Current period distributor termination fees[1]
333,708 
Less: payments of distributor termination fees(69,620)
Balance as of December 31, 2025$264,088 
[1] This amount includes the distributor termination fees of $327.5 million recognized in the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2025, plus an additional $6.2 million of previously recorded deferred revenue related to pre-acquisition distributor transition payments that also became due to the former distributors upon the termination of such distributors during the year ended December 31, 2025.
v3.25.4
RELATED PARTY TRANSACTIONS (Tables)
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Schedule of Deferred Revenue and Deferred Other Costs
The following table presents deferred revenue and deferred other cost balances related to the 2025 and 2022 transactions entered into with Pepsi. Each of these amounts is included within the respective line item on the Consolidated Balance Sheets as of December 31, 2025 and 2024.
December 31, 2025
Balance sheet line item
2025 Transaction
2022 Transaction
Total
Deferred other costs-current$35,040 $14,124 $49,164 
Deferred other costs-non-current551,544 220,091 771,635 
Deferred revenue-current16,815 9,513 26,328 
Deferred revenue-non-current$252,954 $148,201 $401,155 
December 31, 2024
Balance sheet line item
2025 Transaction
2022 TransactionTotal
Deferred other costs-current$— $14,124 $14,124 
Deferred other costs-non-current— 234,215 234,215 
Deferred revenue-current— 9,513 9,513 
Deferred revenue-non-current$— $157,714 $157,714 
v3.25.4
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Schedule of Domestic and Foreign Components
The domestic and foreign components of the Company's income before provision for income taxes were as follows:
For the years ended December 31,
202520242023
Domestic$(109,277)$266,060 $291,203 
Foreign234,310 (71,010)546 
Net income before provision for income taxes$125,033 $195,050 $291,749 
Schedule of Provision for Income Taxes
The provision for income tax expense consisted of the following:
For the years ended December 31,
Current202520242023
Federal$37,213 $43,321 $79,840 
State and local
18,388 15,536 27,596 
Foreign18,769 294 192 
Current tax expense$74,370 $59,151 $107,628 
Deferred
Federal$(54,267)$1,000 $(34,535)
State and local(11,351)(178)(8,261)
Foreign8,282 (9,997)116 
Deferred tax expense$(57,336)$(9,175)$(42,680)
Provision for income taxes$17,034 $49,976 $64,948 
Schedule of Effective Income Tax Rate Reconciliation
The reconciliation of the 2025 U.S. federal statutory rate to the effective rate and corresponding tax expense on income before provision for income taxes was as follows:
For the year ended December 31, 2025
Amount
Tax Rate
U.S. federal statutory tax rate$26,245 21.0 %
State and local income tax, net of federal (national) income tax effect [1]
4,169 3.3 %
Foreign tax effects
Ireland
Statutory income tax rate differential(23,757)(19.0)%
Other1,628 1.3 %
Other foreign jurisdictions567 0.4 %
Effect of cross-border tax laws [2]
Global intangible low-taxed income1,341 1.1 %
Foreign-derived intangible income(1,532)(1.2)%
Other603 0.5 %
Nontaxable or nondeductible items
Executive compensation2,168 1.7 %
Other, net507 0.4 %
Changes in unrecognized tax benefits5,235 4.2 %
Other adjustments(140)(0.1)%
Reported tax$17,034 13.6 %
[1] State taxes in California, Florida, Minnesota and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.
[2] Includes the impact of any tax credits
A reconciliation of the U.S. Federal statutory tax rate to our 2024 and 2023 annual tax rate is as follows:
For the years ended December 31,
 20242023
U.S. Statutory federal rate21.0 %21.0 %
State taxes, net of federal benefit6.2 %4.7 %
Earnings in jurisdictions with tax rates differing from U.S. federal rate3.3 %0.1 %
Tax effect of Pepsi valuation premium— %— %
Stock based compensation(5.2)%(3.4)%
Change in valuation allowance(0.7)%(0.3)%
Change in deferred balances0.2 %0.3 %
Other0.9 %(0.2)%
Effective tax rate25.7 %22.2 %
Schedule of Deferred Tax Assets and Liabilities Deferred tax assets and liabilities consisted of the following:
December 31,
2025		December 31,
2024
Net operating loss carryforwards$2,349 $10,869 
Foreign disallowed interest carryforwards836 739 
Deferred revenue
40,115 43,289 
Fixed assets(12,667)(7,742)
Pepsi valuation premium(59,573)(64,356)
Right of use liability3,504 3,566 
Right of use asset(3,512)(4,527)
Distributor termination fees108,515 33,960 
Stock-based compensation4,006 2,728 
Accrued legal 15,333 14,562 
Inventory and operating reserves11,388 6,033 
Intangibles(15,685)(1,825)
Total deferred tax assets 94,609 37,296 
Valuation allowance(905)(927)
Net deferred tax assets$93,704 $36,369 
Schedule of Unrecognized Tax Benefits
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
20252024
Gross unrecognized tax benefit, beginning of period$1,412 $1,257 
Additions based on tax positions related to the current year5,000 410 
Additions based on tax positions related to the prior years2,577 — 
Reductions due to lapse in statute of limitations and settlements(410)(255)
Gross unrecognized tax benefit, end of period$8,579 $1,412 
Schedule of the Filing Jurisdictions and Open Tax Years
The Company files U.S., state and foreign income tax returns in jurisdictions with various statutes of limitations. Below is a summary of the filing jurisdictions and open tax years:
Open Years
U.S. Federal
2022 - 2024
U.S. State and local
2021 - 2024
Non-U.S.
2018 - 2024
Schedule of Income Taxes Paid
Income taxes paid (net of refunds received) consisted of the following:
For the year ended December 31, 2025
U.S. federal$46,464 
U.S. state and local
Florida [1]
3,481 
Other14,116 
Foreign
Other170 
Income taxes paid, net$64,231 
[1] Income taxes paid in these jurisdictions exceeded 5.0% of the total income taxes paid (net of refunds received).
v3.25.4
SHAREHOLDERS' EQUITY (Tables)
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Options A summary of the status of the Company’s outstanding stock options as of December 31, 2025 and changes during the period is shown below:
Shares
(000’s)
Weighted Average Exercise
Price
Aggregate
Intrinsic
Value
(000’s)
Weighted
Average
Remaining
Term (Years)
At December 31, 20242,428 $6.13 $49,057 4.75
Exercised(115)$3.13 $3,012 — 
Forfeited and cancelled
— — — — 
At December 31, 20252,313 $6.28 $91,255 3.96
Exercisable at December 31, 20252,313 $6.28 $91,255 3.96
Schedule of Restricted Stock Unit and Performance Stock Unit Activity
A summary of the Company’s RSUs and PSUs for the years ended December 31, 2025 and 2024 is presented in the following table:
20252024
RSUs/PSUs (000's)Weighted
Average
Grant Date
Fair Value		RSUs/PSUs (000's)Weighted
Average
Grant Date
Fair Value
Unvested at beginning of period1,021$45.09 1,348$26.40 
Granted1,628$32.42 552$59.52 
Vested(470)$39.90 (803)$24.22 
Forfeited and cancelled(125)$37.71 (76)$39.00 
Unvested at end of period2,054$36.66 1,021$45.09 
Schedule of PSU Awards
A summary of PSU awards granted during the year ended December 31, 2025, is as follows:
Grant Date
Number of
Shares (000's)
Performance PeriodMetricsGrant Date Fair Value
March 1, 2025
1422025-2027Revenue
 rTSR
Revenue - $25.69
rTSR - $36.61
May 30, 2025
272025-2027Revenue
 rTSR
Revenue - $37.88
rTSR - $62.61
August 8, 2025
40
2025-2027
Integration Completion Synergy Savings
$51.95
November 12, 2025
223
2025-2027
DSD Delivery
MULO + C
$44.91
v3.25.4
SEGMENT REPORTING (Tables)
 12 Months Ended
Dec. 31, 2025
Segment Reporting [Abstract]  
Schedule of Reportable Segment
The following table reflects certain financial data for the Company's single reportable segment:

For the years ended December 31,
 202520242023
Revenue$2,515,269 $1,355,630 $1,318,014 
Cost of revenue (excluding freight) (1,123,620)(624,677)(626,205)
Freight(124,316)(50,746)(58,670)
Gross profit1,267,333 680,207 633,139 
Selling and marketing expenses(548,307)(350,794)(264,108)
General and administrative expenses(250,503)(173,685)(102,665)
Distributor termination fees(327,461)— — 
Other (expense) income, net(16,029)39,322 25,383 
Net income before provision for income taxes$125,033 $195,050 $291,749 
Provision for income taxes(17,034)(49,976)(64,948)
Net income$107,999 $145,074 $226,801 
v3.25.4
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)
$ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Oct. 02, 2025
USD ($)
Aug. 28, 2025
member
shares
Apr. 01, 2025
USD ($)
shares
Feb. 20, 2025
USD ($)
shares
Aug. 31, 2025
member
shares
Sep. 30, 2025
USD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Business Combination [Line Items]                  
Distributor termination fees             $ 327,461 $ 0 $ 0
Proceeds from term loan             900,000 $ 0 $ 0
Secured Debt | Term Loan Facility | Line of Credit                  
Business Combination [Line Items]                  
Line of credit facility, maximum borrowing capacity     $ 900,000            
Reduction to basis spread on variable rate 0.75%                
Repayments of debt, portion paid with cash on hand $ 900,000                
Repayments of debt             $ 197,800    
Proceeds from term loan $ 700,000                
Revolving Credit Facility | Term Loan Facility | Line of Credit                  
Business Combination [Line Items]                  
Line of credit facility, maximum borrowing capacity     $ 100,000            
Revolving Credit Facility | Revolving Facility | Line of Credit                  
Business Combination [Line Items]                  
Reduction to basis spread on variable rate 0.75%           0.25%    
Rockstar                  
Business Combination [Line Items]                  
Shares issued and sold (in shares) | shares   390,000     390,000        
Number of additional members designated | member   1     1        
Number of members designated, subject to ownership thresholds | member   2              
Alani Nu                  
Business Combination [Line Items]                  
Shares issued and sold (in shares) | shares     22,451,224 22,451,224          
Distributor termination fees             $ 275,000    
Payments to acquire businesses, cash paid for debt and accrued interest     $ 1,275,000            
Accrued liability       $ 25,000          
Payments to acquire businesses, cash expected to be paid for post closing adjustments     $ 22,400     $ 22,400      
v3.25.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
$ in Thousands
 12 Months Ended
Nov. 13, 2023
Dec. 31, 2025
USD ($)
segment
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Apr. 01, 2025
USD ($)
Product Information [Line Items]          
Stock split conversion ratio 3        
Number of operating segments | segment   1      
Number of reporting segments | segment   1      
Contingent consideration   $ 25,000 $ 0    
Cash and cash equivalents   398,866 890,190    
Depreciation and amortization   11,700 6,500 $ 2,600  
Equity securities without readily determinable fair value, amount   17,000 3,000    
Freight   124,300 50,700 58,700  
Marketing and advertising expense   318,900 221,600 160,000  
Research and development expense   2,400 1,000 1,700  
Exchange losses   (1,400) (1,700) (1,200)  
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent   $ 6,412 $ (2,549) $ 1,180  
Minimum          
Product Information [Line Items]          
Property, plant, equipment useful life   3 years      
Maximum          
Product Information [Line Items]          
Property, plant, equipment useful life   15 years      
Cash and Cash Equivalents | Geographic Concentration Risk | Non-US          
Product Information [Line Items]          
Concentration risk (as a percent)   51.90% 25.70%    
Functional Energy Drinks | Revenue Benchmark | Product Concentration Risk          
Product Information [Line Items]          
Concentration risk (as a percent)   92.90% 95.30% 96.10%  
Alani Nu          
Product Information [Line Items]          
Contingent consideration   $ 25,000     $ 11,200
v3.25.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Revenue & Accounts Receivable with Customers (Details) - Customer Concentration Risk
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Revenue Benchmark      
Product Information [Line Items]      
Total 100.00% 100.00% 100.00%
Revenue Benchmark | Pepsi      
Product Information [Line Items]      
Total 43.20% 54.70% 59.40%
Revenue Benchmark | Costco      
Product Information [Line Items]      
Total 10.80% 11.60% 12.00%
Revenue Benchmark | All others      
Product Information [Line Items]      
Total 46.00% 33.70% 28.60%
Accounts Receivable      
Product Information [Line Items]      
Total 100.00% 100.00%  
Accounts Receivable | Pepsi      
Product Information [Line Items]      
Total 46.20% 62.20%  
Accounts Receivable | Costco      
Product Information [Line Items]      
Total 10.50% 10.20%  
Accounts Receivable | All others      
Product Information [Line Items]      
Total 43.30% 27.60%  
v3.25.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Changes in the Allowance for Expected Credit Losses (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Accounts Receivable, Allowance for Credit Loss [Roll Forward]    
Balance as of December 31, 2024 $ 5,278 $ 3,137
Period change for current expected credit losses 10,127 7,997
Write off   (5,856)
Balance as of December 31, 2025 $ 15,405 $ 5,278
v3.25.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property Plan and Equipment Balances (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Product Information [Line Items]    
Less: accumulated depreciation $ (22,117) $ (10,791)
Property, plant and equipment-net 87,910 55,602
Merchandising equipment - coolers    
Product Information [Line Items]    
Property, plant, and equipment, gross $ 60,615 39,231
Vehicles    
Product Information [Line Items]    
Estimated Useful Life in Years 5 years  
Property, plant, and equipment, gross $ 17,501 12,237
Machinery and equipment    
Product Information [Line Items]    
Property, plant, and equipment, gross 14,631 10,136
Office equipment    
Product Information [Line Items]    
Property, plant, and equipment, gross 3,570 2,228
Leasehold improvements    
Product Information [Line Items]    
Property, plant, and equipment, gross 2,523 2,561
Construction-in-progress    
Product Information [Line Items]    
Property, plant, and equipment, gross $ 11,187 $ 0
Minimum    
Product Information [Line Items]    
Estimated Useful Life in Years 3 years  
Minimum | Merchandising equipment - coolers    
Product Information [Line Items]    
Estimated Useful Life in Years 3 years  
Minimum | Machinery and equipment    
Product Information [Line Items]    
Estimated Useful Life in Years 7 years  
Minimum | Office equipment    
Product Information [Line Items]    
Estimated Useful Life in Years 3 years  
Minimum | Leasehold improvements    
Product Information [Line Items]    
Estimated Useful Life in Years  
Maximum    
Product Information [Line Items]    
Estimated Useful Life in Years 15 years  
Maximum | Merchandising equipment - coolers    
Product Information [Line Items]    
Estimated Useful Life in Years 7 years  
Maximum | Machinery and equipment    
Product Information [Line Items]    
Estimated Useful Life in Years 15 years  
Maximum | Office equipment    
Product Information [Line Items]    
Estimated Useful Life in Years 7 years  
v3.25.4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Long-Lived Asset Geographic Data (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net $ 218,129 $ 89,216
North America    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net 197,866 72,115
Finland    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net 12,004 10,950
Sweden    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net 4,635 2,523
Ireland    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net 3,595 3,599
Other    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net 29 29
Long-lived assets related to foreign operations    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net $ 20,263 $ 17,101
v3.25.4
EARNINGS PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Numerator:      
Net income $ 107,999 $ 145,074 $ 226,801
Dividends on convertible Preferred Stock [1] (37,608) (27,500) (27,462)
Income allocated to participating Preferred Stock [1] (6,554) (10,117) (17,348)
Net income attributable to common stockholders 63,837 107,457 181,991
Effect of dilutive securities:      
Allocation of earnings to participating securities 6,554 10,117 17,348
Reallocation of earnings to participating securities (6,493) (9,971) (16,934)
Net income available to common stockholders after assumed conversions $ 63,898 $ 107,603 $ 182,405
Denominator:      
Weighted average common shares outstanding, basic (in shares) 252,301 233,667 230,784
Dilutive shares of common stock (in shares) 2,610 3,737 6,180
Weighted average shares of common stock outstanding, diluted (in shares) 254,911 237,404 236,964
Earnings per share:      
Basic (in USD per share) $ 0.25 $ 0.46 $ 0.79
Diluted (in USD per share) $ 0.25 $ 0.45 $ 0.77
[1] Amounts in this line item are associated with a related party for all periods presented.
v3.25.4
EARNINGS PER SHARE - Narrative (Details) - shares
shares in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Earnings Per Share [Abstract]      
Potentially dilutive shares (in shares) 26.0 22.0 22.0
v3.25.4
REVENUE - Schedule of Amount of Revenue By Geographical Location (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Disaggregation of Revenue [Line Items]      
Revenue [1] $ 2,515,269 $ 1,355,630 $ 1,318,014
North America      
Disaggregation of Revenue [Line Items]      
Revenue 2,422,490 1,280,894 1,263,341
Europe      
Disaggregation of Revenue [Line Items]      
Revenue 72,544 61,696 43,722
Asia-Pacific      
Disaggregation of Revenue [Line Items]      
Revenue 12,971 5,658 4,755
Other      
Disaggregation of Revenue [Line Items]      
Revenue $ 7,264 $ 7,382 $ 6,196
[1] Includes $1,086.0 million, $742.0 million and $782.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, from a related party.
v3.25.4
REVENUE - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Aug. 28, 2025
Disaggregation of Revenue [Line Items]        
Promotional allowance included as a reduction of revenue $ 774,600 $ 455,100 $ 315,200  
Accrued promotional allowance [1] $ 307,922 $ 135,948    
Pepsi        
Disaggregation of Revenue [Line Items]        
Contract asset       $ 598,800
Asset, revenue recognition term       17 years
Deferred revenue recognition, term 17 years      
[1] Includes $128.9 million and $75.1 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
v3.25.4
ACQUISITIONS - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 4 Months Ended 9 Months Ended 12 Months Ended
Aug. 28, 2025
Apr. 01, 2025
Feb. 20, 2025
Nov. 01, 2024
Aug. 31, 2025
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Aug. 31, 2022
Aug. 01, 2022
Asset Acquisition [Line Items]                        
Goodwill           $ 917,560 $ 917,560 $ 917,560 $ 71,582 $ 14,173    
Contingent consideration           $ 25,000 $ 25,000 25,000 0      
Change in fair value of contingent consideration               $ (13,800) $ 0 0    
Series A Convertible Preferred Stock                        
Asset Acquisition [Line Items]                        
Mezzanine equity, par value (in USD per share)           $ 0.001 $ 0.001 $ 0.001 $ 0.001      
Mezzanine equity, shares issued (in shares)           1,467,000 1,467,000 1,467,000 1,467,000   1,500,000  
Rockstar                        
Asset Acquisition [Line Items]                        
Shares issued and sold (in shares) 390,000       390,000              
Mezzanine equity, par value (in USD per share) $ 0.001                      
Goodwill $ 109,827                      
Net revenue           $ 55,600            
Net income           16,900            
Other income           12,600            
Transaction costs               $ 11,400        
Cash acquired $ 29,397                      
Rockstar | Series A Convertible Preferred Stock                        
Asset Acquisition [Line Items]                        
Mezzanine equity, shares issued (in shares)                       1,466,666
Alani Nu                        
Asset Acquisition [Line Items]                        
Shares issued and sold (in shares)   22,451,224 22,451,224                  
Goodwill   $ 734,404                    
Net revenue             $ 1,001,900          
Transaction costs               24,800        
Accrued liability     $ 25,000                  
Contingent consideration   $ 11,200       25,000 25,000 25,000        
Change in fair value of contingent consideration               13,800        
Common stock issued (in USD per share)     $ 32.16                  
Closing share price (in USD per share)     $ 35.73                  
Measurement period adjustment recorded to accounts receivable               1,200        
Inventory step-up adjustment               (400)        
Measurement period adjustment recorded to property, plant and equipment               2,900        
Measurement period adjustment recorded to accrued expenses               3,500        
Payments to acquire businesses, net of cash acquired               1,278,769 $ 0 0    
Big Beverages Acquisition                        
Asset Acquisition [Line Items]                        
Goodwill           $ 58,257 $ 58,257 58,257        
Outstanding voting equity interests (as a percent)       100.00%                
Payments to acquire businesses, net of cash acquired       $ 75,300       $ 0 75,336 $ 0    
Cash acquired       $ 1,500                
Integration costs                 $ 300      
v3.25.4
ACQUISITIONS - Schedule of Preliminary Purchase Consideration (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Aug. 28, 2025
Aug. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Asset Acquisition [Line Items]          
Net working capital estimate received from Pepsi related to the Rockstar Acquisition [1]     $ 29,156 $ 0 $ 0
Rockstar          
Asset Acquisition [Line Items]          
Share consideration $ 935,787 $ 935,800      
Fair value of non-cash amount attributable to ASC 805 business acquisition 337,000        
Less: Net working capital cash received from Pepsi (29,397)        
Preliminary fair value of purchase consideration 307,603        
Net working capital estimate received from Pepsi related to the Rockstar Acquisition     29,200    
Rockstar | Pepsi          
Asset Acquisition [Line Items]          
Fair value of non-cash amount attributable to ASC 606 implicit upfront payment to customer 598,787        
Rockstar | Series B Convertible Preferred Stock          
Asset Acquisition [Line Items]          
Share consideration 907,920   $ 907,920 [2] $ 0 [2] $ 0 [2]
Rockstar | Series A Convertible Preferred Stock          
Asset Acquisition [Line Items]          
Share consideration $ 27,867        
[1] Amounts in this line item are associated with a related party for all periods presented.
[2]
[1] Amounts in this line item are associated with a related party for all periods presented. The non-cash proceeds were used for the ASC 606 implicit upfront payment to Pepsi and the Rockstar purchase consideration as part of the Pepsi Transactions, see Note 5. Acquisitions.
v3.25.4
ACQUISITIONS- Schedule of Total Purchase Consideration (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Aug. 28, 2025
Dec. 31, 2024
Dec. 31, 2023
LIABILITIES        
Goodwill $ 917,560   $ 71,582 $ 14,173
Rockstar        
ASSETS        
Inventories   $ 10,288    
Property, plant and equipment   4,917    
Brands   176,000    
Customer relationships   5,500    
Prepaid expenses and other current assets   1,461    
LIABILITIES        
Accrued expenses   390    
Net identifiable assets acquired   197,776    
Goodwill   109,827    
Total purchase consideration   $ 307,603    
v3.25.4
ACQUISITIONS - Schedule of Intangibles Acquired (Details) - Rockstar
$ in Thousands
Aug. 28, 2025
USD ($)
Asset Acquisition [Line Items]  
Brands $ 176,000
Customer relationships 5,500
Total intangibles acquired 181,500
Brands  
Asset Acquisition [Line Items]  
Brands $ 176,000
Customer relationships  
Asset Acquisition [Line Items]  
Estimated Useful Life in Years 10 years
Customer relationships $ 5,500
v3.25.4
ACQUISITIONS - Schedule of Preliminary Purchase Consideration (Details) - Alani Nu - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Apr. 01, 2025
Sep. 30, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Asset Acquisition [Line Items]          
Cash consideration $ 1,322,425        
Share consideration 721,964   $ 721,964 $ 0 $ 0
Contingent consideration 11,200        
Preliminary fair value of purchase consideration 2,055,589        
Payments to acquire businesses, cash paid for debt and accrued interest 1,275,000        
Payments to acquire businesses, cash expected to be paid for post closing adjustments $ 22,400 $ 22,400      
Payments to acquire businesses, net of cash acquired     $ 1,278,769 $ 0 $ 0
v3.25.4
ACQUISITIONS - Schedule of Preliminary Fair Value of Assets Acquired and Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Apr. 01, 2025
Dec. 31, 2024
Dec. 31, 2023
LIABILITIES        
Goodwill $ 917,560   $ 71,582 $ 14,173
Alani Nu        
ASSETS        
Cash and cash equivalents   $ 43,655    
Accounts receivable   83,655    
Inventories   95,425    
Prepaid expenses and other current assets   1,699    
Property, plant and equipment   2,662    
Brands   1,104,000    
Customer relationships   111,000    
LIABILITIES        
Accounts payable   49,117    
Accrued expenses   52,371    
Deferred revenue-current   8,519    
Other current liabilities   426    
Deferred revenue-non-current   3,780    
Other long term liabilities   6,698    
Net identifiable assets acquired   1,321,185    
Goodwill   734,404    
Total purchase consideration   $ 2,055,589    
Inventory step-up 21,700      
Payment of working capital adjustment $ 3,100      
v3.25.4
ACQUISITIONS - Schedule of Acquired Intangible Assets (Details) - Alani Nu
$ in Thousands
Apr. 01, 2025
USD ($)
Asset Acquisition [Line Items]  
Estimated Useful Life in Years 5 years
Brands $ 1,104,000
Customer relationships 111,000
Total intangibles acquired 1,215,000
Brands  
Asset Acquisition [Line Items]  
Brands 1,104,000
Customer relationships  
Asset Acquisition [Line Items]  
Customer relationships $ 111,000
v3.25.4
ACQUISITIONS - Schedule of Pro forma Consolidated Financial Information (Details) - Alani Nu and Rockstar - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Asset Acquisition [Line Items]    
Revenue $ 3,003,677 $ 2,317,965
Net income 218,748 147,638
Net income attributable to common stockholders $ 143,047 $ 80,291
v3.25.4
ACQUISITIONS - Schedule of Allocation of the Total Purchase Consideration (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Asset Acquisition [Line Items]      
Goodwill $ 917,560 $ 71,582 $ 14,173
Big Beverages Acquisition      
Asset Acquisition [Line Items]      
Total purchase consideration 76,812    
Goodwill 58,257    
Property, Plant and Equipment Acquired 13,254    
Other Net Identifiable Assets Acquired $ 5,301    
v3.25.4
ACQUISITIONS - Schedule of Acquired Intangible Asset Fair Value (Details) - Big Beverages Acquisition
$ in Thousands
Nov. 01, 2024
USD ($)
Asset Acquisition [Line Items]  
Intangibles $ 1,400
Customer relationships  
Asset Acquisition [Line Items]  
Estimated Useful Life in Years 6 years
Intangibles $ 900
Brands  
Asset Acquisition [Line Items]  
Estimated Useful Life in Years 3 years
Intangibles $ 500
v3.25.4
DEBT - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Debt Disclosure [Abstract]    
Term loan, due 2032 $ 698,250  
Less: current portion (7,000)  
Less: unamortized discount and debt issuance costs (21,324)  
Total long-term debt $ 669,926 $ 0
v3.25.4
DEBT - Schedule of Company’s Debt Outstanding (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Long-Term Debt, Fiscal Year Maturity [Abstract]  
2026 $ 7,000
2027 7,000
2028 7,000
2029 7,000
2030 7,000
Thereafter 663,250
Total debt 698,250
Unamortized discounts and debt issuance costs (21,324)
Total debt, net of unamortized discounts and debt issuance costs $ 676,926
v3.25.4
DEBT - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Oct. 02, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2025
Apr. 01, 2025
Debt Instrument, Redemption [Line Items]            
Loss on debt extinguishment   $ 6,003 $ 0 $ 0    
Debt outstanding   698,250        
Unamortized discounts and debt issuance costs   (21,324)        
Repayments of debt   $ 201,750 $ 0 $ 0    
Term Loan Facility | Line of Credit            
Debt Instrument, Redemption [Line Items]            
Effective percentage of debt instrument (as a percent)   7.09%        
Quarterly amortization payments (as a percent)         0.25%  
Repayments of debt   $ 4,000        
Secured Debt | Term Loan Facility | Line of Credit            
Debt Instrument, Redemption [Line Items]            
Line of credit facility, maximum borrowing capacity           $ 900,000
Reduction to basis spread on variable rate 0.75%          
Repayments of debt   197,800        
Loss on debt extinguishment $ 6,000          
Debt outstanding 700,000          
Unamortized debt issuance costs 800          
Third-party fees $ 100          
Unamortized discounts and debt issuance costs   (21,300)        
Revolving Credit Facility | Term Loan Facility | Line of Credit            
Debt Instrument, Redemption [Line Items]            
Line of credit facility, maximum borrowing capacity           100,000
Debt outstanding   $ 0        
Revolving Credit Facility | Revolving Facility | Line of Credit            
Debt Instrument, Redemption [Line Items]            
Reduction to basis spread on variable rate 0.75% 0.25%        
Unamortized debt issuance costs   $ 2,300        
Letter of Credit | Term Loan Facility | Line of Credit            
Debt Instrument, Redemption [Line Items]            
Line of credit facility, maximum borrowing capacity           $ 50,000
Letter of Credit | Revolving Facility | Line of Credit            
Debt Instrument, Redemption [Line Items]            
Debt outstanding   $ 0        
v3.25.4
DEBT - Schedule of Material Interest Rate Terms (Details) - Line of Credit
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Term Loan Facility | Term Loan Facility | Secured Overnight Financing Rate (SOFR)    
Line of Credit Facility [Line Items]    
Basis spread on variable rate (as a percent) 3.25% 2.50%
Term Loan Facility | Term Loan Facility | Alternate Rate    
Line of Credit Facility [Line Items]    
Basis spread on variable rate (as a percent) 2.25% 1.50%
Term Loan Facility | Term Loan Facility | Federal Funds Rate    
Line of Credit Facility [Line Items]    
Basis spread on variable rate (as a percent) 0.50% 0.50%
Term Loan Facility | Term Loan Facility | Benchmark Rate    
Line of Credit Facility [Line Items]    
Basis spread on variable rate (as a percent) 1.00% 1.00%
Revolving Credit Facility | Revolving Facility | Secured Overnight Financing Rate (SOFR)    
Line of Credit Facility [Line Items]    
Basis spread on variable rate (as a percent) 3.00% 2.25%
Revolving Credit Facility | Revolving Facility | Alternate Rate    
Line of Credit Facility [Line Items]    
Basis spread on variable rate (as a percent) 2.00% 1.25%
Revolving Credit Facility | Revolving Facility | Commitment Fee    
Line of Credit Facility [Line Items]    
Basis spread on variable rate (as a percent) 0.50% 0.50%
Revolving Credit Facility | Revolving Facility | Federal Funds Rate    
Line of Credit Facility [Line Items]    
Basis spread on variable rate (as a percent) 0.50% 0.50%
Revolving Credit Facility | Revolving Facility | Benchmark Rate    
Line of Credit Facility [Line Items]    
Basis spread on variable rate (as a percent) 1.00% 1.00%
v3.25.4
GOODWILL AND INTANGIBLES - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Goodwill [Roll Forward]    
Beginning balance $ 71,582 $ 14,173
Foreign currency translation 1,747 (848)
Ending balance 917,560 71,582
Big Beverage    
Goodwill [Roll Forward]    
Acquisition   $ 58,257
Alani Nu    
Goodwill [Roll Forward]    
Acquisition 734,404  
Rockstar    
Goodwill [Roll Forward]    
Acquisition $ 109,827  
v3.25.4
GOODWILL AND INTANGIBLES - Schedule of Accumulated Amortization of Intangible Assets (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Jun. 30, 2025
Dec. 31, 2025
Dec. 31, 2024
Definite-lived intangible assets      
Less: accumulated amortization   $ (20,773) $ (2,692)
Total   111,910 11,778
Indefinite-lived intangibles assets      
Brands   1,280,487 435
Less: impairment $ 500 (482) 0
Indefinite-lived intangible assets   1,280,005 435
Customer relationships-net      
Definite-lived intangible assets      
Definite-lived intangible assets   132,183 13,970
Indefinite-lived intangibles assets      
Intangible assets, net (excluding goodwill)   $ 111,604 11,306
Estimated Weighted Average Useful Life in Years   7 years 5 months 12 days  
Brands-net      
Definite-lived intangible assets      
Definite-lived intangible assets   $ 500 500
Indefinite-lived intangibles assets      
Intangible assets, net (excluding goodwill)   $ 1,280,311 $ 907
Estimated Weighted Average Useful Life in Years   3 years  
v3.25.4
GOODWILL AND INTANGIBLES - Schedule of Future Estimated Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]    
2026 $ 23,653  
2027 23,626  
2028 23,487  
2029 23,487  
2030 6,812  
Thereafter 10,845  
Total $ 111,910 $ 11,778
v3.25.4
GOODWILL AND INTANGIBLES - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Jun. 30, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]        
Non-cash impairment charge $ 500 $ (482) $ 0  
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] Other (expense) income, net      
Amortization of intangibles   $ 17,700 $ 600 $ 500
v3.25.4
INVENTORIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Inventory Disclosure [Abstract]    
Finished goods $ 272,750 $ 108,786
Raw materials 74,654 27,088
Less: inventory reserve (9,706) (4,709)
Inventories-net $ 337,698 $ 131,165
v3.25.4
LEASES - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]      
Operating lease cost $ 5,700 $ 2,100 $ 800
v3.25.4
LEASES - Schedule of Supplemental Cash Flow Information and Non-Cash Activity (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Cash paid for amounts related to lease liabilities:      
Operating cash flows from operating leases $ 4,099 $ 1,684 $ 836
Non-cash lease activity:      
Right-of-use assets obtained in exchange for lease obligations $ 1,079 $ 21,934 $ 1,816
v3.25.4
LEASES - Schedule of Weighted Average Remaining Lease Term and Discount (Details)
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Weighted-average remaining lease terms in years:      
Operating leases 4 years 6 months 25 days 5 years 3 months 14 days 2 years 10 months 20 days
Weighted-average discount rate:      
Operating leases 5.28% 5.23% 6.77%
v3.25.4
LEASES - Schedule of Operating Lease Maturity (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Operating Leases  
2026 $ 5,012
2027 5,189
2028 4,008
2029 3,699
2030 680
Thereafter 2,018
Total future minimum lease payments 20,606
Less: amounts representing interest (2,390)
Present value of lease liabilities 18,216
Less: current portion $ (4,456)
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities
Long-term portion $ 13,760
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other long term liabilities
v3.25.4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Supplier Finance Program [Line Items]    
Accounts payable [1] $ 137,930 $ 41,287
Accrued legal 64,104 63,328
Strong Arm Productions Lawsuit    
Supplier Finance Program [Line Items]    
Accrued legal $ 59,500 $ 54,900
[1] Includes $28.6 million and $1.7 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
v3.25.4
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Payables and Accruals [Abstract]    
Accrued marketing $ 72,789 $ 34,774
Accrued legal 64,104 63,328
Unbilled purchases 22,280 13,754
Payroll liabilities 18,091 6,656
Other accrued expenses 53,457 30,268
Accrued expenses [1] $ 230,721 $ 148,780
[1] Includes $1.8 million and $0.2 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
v3.25.4
ACCRUED DISTRIBUTOR TERMINATION FEES (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Restructuring Reserve [Roll Forward]      
Beginning balance $ 0    
Ending balance 264,088 $ 0  
Distributor termination fees 327,461 0 $ 0
Contract Termination      
Restructuring Reserve [Roll Forward]      
Beginning balance 0    
Current period distributor termination fees 333,708    
Less: payments of distributor termination fees (69,620)    
Ending balance 264,088 $ 0  
Distributor termination fees 327,500    
Previously accrued distributor termination fees $ 6,200    
v3.25.4
RELATED PARTY TRANSACTIONS - Narrative (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Aug. 28, 2025
USD ($)
member
shares
Aug. 01, 2022
USD ($)
shares
Aug. 31, 2025
USD ($)
member
shares
Aug. 31, 2022
USD ($)
shares
Dec. 31, 2025
USD ($)
shares
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
Related Party Transaction [Line Items]              
Total non-cash consideration [1]         $ 27,867 $ 0 $ 0
Restricted cash         141,121 0  
Prepaid expenses and other current assets [2]         128,806 $ 18,759  
Rockstar              
Related Party Transaction [Line Items]              
Shares issued and sold (in shares) | shares 390,000   390,000        
Conversion of shares (in shares) | shares     29        
Number of additional members designated | member 1   1        
Aggregate purchase price in cash $ 585,000   $ 585,000        
Estimated fair value 935,787   935,800        
Related Party              
Related Party Transaction [Line Items]              
Deferred contract asset in other assets       $ 282,500      
Restricted cash         210,800    
Prepaid expenses and other current assets         $ 64,200    
Series A Convertible Preferred Stock              
Related Party Transaction [Line Items]              
Mezzanine equity, shares issued (in shares) | shares       1,500,000 1,467,000 1,467,000  
Issuance of preferred stock fair value   $ 832,500          
Total non-cash consideration         $ 27,900    
Series A Convertible Preferred Stock | Rockstar              
Related Party Transaction [Line Items]              
Mezzanine equity, shares issued (in shares) | shares   1,466,666          
Estimated fair value $ 27,867            
Series A Convertible Preferred Stock | Related Party              
Related Party Transaction [Line Items]              
Issuance of deferred contract asset in other assets excess       $ 550,000      
Issuance of preferred stock fair value       $ 832,500      
Total non-cash consideration     $ 27,900        
[1]
[1] Amounts in this line item are associated with a related party for all periods presented. The non-cash proceeds were used for the ASC 606 implicit upfront payment to Pepsi and the Rockstar purchase consideration as part of the Pepsi Transactions, see Note 5. Acquisitions.
[2] Includes $64.2 million from a related party as of December 31, 2025 and no related party balance as of December 31, 2024.
v3.25.4
RELATED PARTY TRANSACTIONS - Schedule of Deferred Revenue and Deferred Other Costs (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Related Party Transaction [Line Items]    
Deferred other costs-current [1] $ 49,164 $ 14,124
Deferred other costs-non-current [1] 771,635 234,215
Deferred revenue-current [2] 26,988 9,513
Deferred revenue-non-current [1] 401,155 157,714
Related Party    
Related Party Transaction [Line Items]    
Deferred other costs-current 49,164 14,124
Deferred other costs-non-current 771,635 234,215
Deferred revenue-current 26,328 9,513
Deferred revenue-non-current 401,155 157,714
2025 Transaction | Related Party    
Related Party Transaction [Line Items]    
Deferred other costs-current 35,040 0
Deferred other costs-non-current 551,544 0
Deferred revenue-current 16,815 0
Deferred revenue-non-current 252,954 0
2022 Transaction | Related Party    
Related Party Transaction [Line Items]    
Deferred other costs-current 14,124 14,124
Deferred other costs-non-current 220,091 234,215
Deferred revenue-current 9,513 9,513
Deferred revenue-non-current $ 148,201 $ 157,714
[1] Amounts in this line item are associated with a related party for all periods presented.
[2] Includes $26.3 million and $9.5 million due to a related party as of December 31, 2025 and December 31, 2024, respectively.
v3.25.4
MEZZANINE EQUITY (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Aug. 28, 2025
USD ($)
$ / shares
Aug. 28, 2025
USD ($)
$ / shares
Aug. 28, 2025
USD ($)
$ / shares
Aug. 28, 2025
USD ($)
member
$ / shares
Aug. 28, 2025
USD ($)
$ / shares
Aug. 01, 2022
USD ($)
$ / shares
Aug. 31, 2025
USD ($)
member
Dec. 31, 2025
USD ($)
person
$ / shares
shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
Class of Stock [Line Items]                    
Common stock, par value (in USD per share)               $ 0.001 $ 0.001  
Total non-cash consideration | $ [1]               $ 27,867 $ 0 $ 0
Dividends paid | $ [1]               $ 37,608 $ 27,500 27,462
Percentage of voting right (as a percent)               50.00%    
Rockstar                    
Class of Stock [Line Items]                    
Mezzanine equity, par value (in USD per share) $ 0.001 $ 0.001 $ 0.001 $ 0.001 $ 0.001          
Aggregate purchase price in cash | $ $ 585,000 $ 585,000 $ 585,000 $ 585,000 $ 585,000   $ 585,000      
Number of members designated, subject to ownership thresholds | member       2            
Number of additional members designated | member       1     1      
Securities Purchase Agreement                    
Class of Stock [Line Items]                    
Number of members designated, subject to ownership thresholds | person               2    
Number of additional members designated | person               1    
Series A Convertible Preferred Stock                    
Class of Stock [Line Items]                    
Temporary equity shares authorized (in shares) | shares               1,466,666 1,466,666  
Temporary equity, stated value (in USD per share)               $ 375.00 $ 375.00  
Mezzanine equity, par value (in USD per share)               $ 0.001 $ 0.001  
Issuance of preferred stock fair value | $           $ 832,500        
Aggregate fair value (in USD per share)           $ 567.61        
Debt issuance costs | $           $ 8,000        
Effective percentage of debt instrument (as a percent)           12.50%        
Dividend rate (as a percent)               5.00%    
Total non-cash consideration | $               $ 27,900    
Change in fair value (in USD per share)               $ 19.00    
Liquidation preference | $               $ 550,000 $ 550,000  
Dividends paid | $               $ 27,500 $ 27,500 $ 27,500
Dividends per share, declared (in USD per share)               $ 18.75 $ 18.75 $ 18.72
Conversion price (in USD per share)               $ 25.00    
Conversion ratio               0.07    
Convertible shares issued (in shares) | shares               22,000,000.0    
Series A Convertible Preferred Stock | Price Volatility                    
Class of Stock [Line Items]                    
Preferred stock, measurement input           0.450        
Series A Convertible Preferred Stock | Risk Free Interest Rate                    
Class of Stock [Line Items]                    
Preferred stock, measurement input           0.027        
Series A Convertible Preferred Stock | Expected Dividend Rate                    
Class of Stock [Line Items]                    
Preferred stock, measurement input           0.050        
Series A Convertible Preferred Stock | Share Price                    
Class of Stock [Line Items]                    
Preferred stock, measurement input           98.87        
Series A Convertible Preferred Stock | Securities Purchase Agreement                    
Class of Stock [Line Items]                    
Cash to related party | $           $ 550,000        
Series B Convertible Preferred Stock                    
Class of Stock [Line Items]                    
Temporary equity shares authorized (in shares) | shares               390,000    
Temporary equity, stated value (in USD per share)               $ 1,500 1,500  
Mezzanine equity, par value (in USD per share)               $ 0.001 $ 0.001  
Issuance of preferred stock fair value | $     $ 907,900              
Aggregate fair value (in USD per share) $ 2,328 $ 2,328 $ 2,328 $ 2,328 $ 2,328          
Liquidation preference | $               $ 585,000    
Dividends paid | $               $ 10,100    
Dividends per share, declared (in USD per share)               $ 25.92    
Conversion price (in USD per share)               $ 51.75    
Conversion ratio               0.03    
Convertible shares issued (in shares) | shares               11,300,000    
Series B Convertible Preferred Stock | Price Volatility                    
Class of Stock [Line Items]                    
Preferred stock, measurement input         0.600          
Series B Convertible Preferred Stock | Risk Free Interest Rate                    
Class of Stock [Line Items]                    
Preferred stock, measurement input         0.039          
Series B Convertible Preferred Stock | Expected Dividend Rate                    
Class of Stock [Line Items]                    
Preferred stock, measurement input         0.050          
Series B Convertible Preferred Stock | Share Price                    
Class of Stock [Line Items]                    
Preferred stock, measurement input   59.69                
Series B Convertible Preferred Stock | Probability Rate                    
Class of Stock [Line Items]                    
Preferred stock, measurement input 0.90       0.90          
Series B Convertible Preferred Stock | Securities Purchase Agreement                    
Class of Stock [Line Items]                    
Common stock, reduction trigger (in shares) | shares               31,600,000    
Common stock, termination trigger (in shares) | shares               11,000,000.0    
Eight Percentage                    
Class of Stock [Line Items]                    
Dividend rate (as a percent)               8.00%    
Ten Percentage                    
Class of Stock [Line Items]                    
Dividend rate (as a percent)               10.00%    
Twelve Percentage                    
Class of Stock [Line Items]                    
Dividend rate (as a percent)               12.00%    
[1]
[1] Amounts in this line item are associated with a related party for all periods presented. The non-cash proceeds were used for the ASC 606 implicit upfront payment to Pepsi and the Rockstar purchase consideration as part of the Pepsi Transactions, see Note 5. Acquisitions.
v3.25.4
INCOME TAXES - Schedule of Domestic and Foreign Components (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Tax Contingency [Line Items]      
Net income before provision for income taxes $ 125,033 $ 195,050 $ 291,749
Domestic Tax Jurisdiction      
Income Tax Contingency [Line Items]      
Net income before provision for income taxes (109,277) 266,060 291,203
Foreign Tax Jurisdiction      
Income Tax Contingency [Line Items]      
Net income before provision for income taxes $ 234,310 $ (71,010) $ 546
v3.25.4
INCOME TAXES - Schedule of Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Current      
Federal $ 37,213 $ 43,321 $ 79,840
State and local 18,388 15,536 27,596
Foreign 18,769 294 192
Current tax expense 74,370 59,151 107,628
Deferred      
Federal (54,267) 1,000 (34,535)
State and local (11,351) (178) (8,261)
Foreign 8,282 (9,997) 116
Deferred tax expense (57,336) (9,175) (42,680)
Reported tax $ 17,034 $ 49,976 $ 64,948
v3.25.4
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Amount      
U.S. federal statutory tax rate $ 26,245    
State and local income tax, net of federal (national) income tax effect 4,169    
Effect of cross-border tax laws      
Global intangible low-taxed income (1,341)    
Foreign-derived intangible income (1,532)    
Other 603    
Nontaxable or nondeductible items      
Executive compensation 2,168    
Other, net 507    
Changes in unrecognized tax benefits 5,235    
Reported tax $ 17,034 $ 49,976 $ 64,948
Tax Rate      
U.S. federal statutory tax rate 21.00% 21.00% 21.00%
State taxes, net of federal benefit 3.30% 6.20% 4.70%
Foreign tax effects   3.30% 0.10%
Effect of cross-border tax laws      
Global intangible low-taxed income (1.10%)    
Foreign-derived intangible income (1.20%)    
Other 0.50%    
Nontaxable or nondeductible items      
Executive compensation 1.70% (5.20%) (3.40%)
Other, net 0.40%    
Changes in unrecognized tax benefits 4.20%    
Reported tax 13.60% 25.70% 22.20%
Ireland      
Amount      
Foreign tax effects $ (23,757)    
Other $ 1,628    
Tax Rate      
Foreign tax effects (19.00%)    
Other 1.30%    
Other foreign jurisdictions      
Amount      
Foreign tax effects $ 567    
Tax Rate      
Foreign tax effects 0.40%    
UNITED STATES      
Amount      
Other $ (140)    
Tax Rate      
Other (0.10%)    
v3.25.4
INCOME TAXES - Schedule of Reconciliation of the U.S. Federal Statutory Tax Rate (Details)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]      
U.S. federal statutory tax rate 21.00% 21.00% 21.00%
State taxes, net of federal benefit 3.30% 6.20% 4.70%
Earnings in jurisdictions with tax rates differing from U.S. federal rate   3.30% 0.10%
Tax effect of Pepsi valuation premium   0.00% 0.00%
Executive compensation 1.70% (5.20%) (3.40%)
Other   (0.70%) (0.30%)
Change in deferred balances   0.20% 0.30%
Other   0.90% (0.20%)
Reported tax 13.60% 25.70% 22.20%
v3.25.4
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Income Tax Disclosure [Abstract]    
Net operating loss carryforwards $ 2,349 $ 10,869
Foreign disallowed interest carryforwards 836 739
Deferred revenue 40,115 43,289
Fixed assets (12,667) (7,742)
Pepsi valuation premium (59,573) (64,356)
Right of use liability 3,504 3,566
Right of use asset (3,512) (4,527)
Distributor termination fees 108,515 33,960
Stock-based compensation 4,006 2,728
Accrued legal 15,333 14,562
Inventory and operating reserves 11,388 6,033
Intangibles (15,685) (1,825)
Total deferred tax assets 94,609 37,296
Valuation allowance (905) (927)
Net deferred tax assets $ 93,704 $ 36,369
v3.25.4
INCOME TAXES - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]        
Federal net operating loss carryforwards $ 1.1      
State net operating loss carryforwards $ 1.1      
Ownership change 50.00%      
Unrealized NOLs due to ownership change $ 4.5      
Foreign NOL carryforwards 12.6      
Interest carryforward, before tax 4.2      
Decrease in valuation allowance for deferred tax assets   $ 0.9 $ 0.5 $ 6.0
Unrecognized tax benefits effective tax rate 8.6      
Unrecognized tax benefits, period increase (decrease) 9.8      
Penalties and interest expense $ 1.2      
v3.25.4
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Reconciliation of Unrecognized Tax Benefits [Roll Forward]    
Gross unrecognized tax benefit, beginning of period $ 1,412 $ 1,257
Additions based on tax positions related to the current year 5,000 410
Additions based on tax positions related to the prior years 2,577 0
Reductions due to lapse in statute of limitations and settlements (410) (255)
Gross unrecognized tax benefit, end of period $ 8,579 $ 1,412
v3.25.4
INCOME TAXES - Schedule of Income Taxes Paid (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Effective Income Tax Rate Reconciliation [Line Items]  
U.S. federal $ 46,464
Income taxes paid, net 64,231
Florida  
Effective Income Tax Rate Reconciliation [Line Items]  
U.S. state and local 3,481
Other  
Effective Income Tax Rate Reconciliation [Line Items]  
U.S. state and local 14,116
Other  
Effective Income Tax Rate Reconciliation [Line Items]  
Foreign $ 170
v3.25.4
SHAREHOLDERS' EQUITY - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Nov. 30, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Stock-based compensation expense $ 28,100 $ 19,600 $ 21,200  
Vesting period 10 years      
Exercised $ 3,012 $ 112,400 $ 81,400  
Number of options exercised (in shares) 115,000 2,500,000 1,800,000  
Treasury stock $ 137 $ 324    
Shares of common stock 5,727 2,261 $ 0  
Share Repurchase Program        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Share repurchase       $ 300,000
Share repurchase program, remaining $ 260,200      
Treasury stock (in shares) 1,000,000.0      
Shares acquired (in USD per share) $ 41.32      
Treasury stock $ 39,800      
Restricted Stock Units And Performance Stock Units        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Vesting period 2 years      
Total fair value $ 18,800 $ 19,500 $ 16,200  
Outstanding RSUs and PSUs $ 50,100      
Employee Stock        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
ESPP shares authorized (in shares) 850,000      
2025 Plan        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Shares available for grant (in shares) 5,500,000      
2015 Plan        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Shares available for grant (in shares) 0      
Unvested awards (in shares) 1,400,000      
v3.25.4
SHAREHOLDERS' EQUITY - Schedule of Outstanding Stock Options (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Shares      
Beginning balance (in shares) 2,428    
Exercised (in shares) (115) (2,500) (1,800)
Forfeited and cancelled (in shares) 0    
Ending balance (in shares) 2,313 2,428  
Exercisable (in shares) 2,313    
Weighted Average Exercise Price      
Beginning balance (in USD per share) $ 6.13    
Exercised (in USD per share) 3.13    
Forfeited and cancelled (in USD per share) 0    
Ending balance (in USD per share) 6.28 $ 6.13  
Exercisable (in USD per share) $ 6.28    
Aggregate Intrinsic Value      
Beginning balance $ 49,057    
Exercised 3,012 $ 112,400 $ 81,400
Ending balance 91,255 $ 49,057  
Exercisable $ 91,255    
Weighted Average Remaining Term (Years)      
Options Outstanding, Weighted Average Remaining Term (Yrs) 3 years 11 months 15 days 4 years 9 months  
Exercisable 3 years 11 months 15 days    
v3.25.4
SHAREHOLDERS' EQUITY - Schedule of Restricted Stock Unit and Performance Stock Unit Activity (Details) - Restricted Stock Units And Performance Stock Units - $ / shares
shares in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
RSUs/PSUs    
Unvested at beginning of period (in shares) 1,021 1,348
Granted (in shares) 1,628 552
Vested (in shares) (470) (803)
Forfeited and cancelled (in shares) (125) (76)
Unvested at end of period (in shares) 2,054 1,021
Weighted Average Grant Date Fair Value    
Unvested at beginning of period (in USD per share) $ 45.09 $ 26.40
Granted (in USD per share) 32.42 59.52
Vested (in USD per share) 39.90 24.22
Forfeited and cancelled (in USD per share) 37.71 39.00
Unvested at end of period (in USD per share) $ 36.66 $ 45.09
v3.25.4
SHAREHOLDERS' EQUITY - Schedule of PSU Awards (Details) - Performance Shares
shares in Thousands
 12 Months Ended
Dec. 31, 2025
$ / shares
shares
March 1, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of shares (in shares) | shares 142
May 30, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of shares (in shares) | shares 27
August 8, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of shares (in shares) | shares 40
November 12, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of shares (in shares) | shares 223
Valuation Revenue Approach | March 1, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Grant date fair value (in USD per share) $ 25.69
Valuation Revenue Approach | May 30, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Grant date fair value (in USD per share) 37.88
Valuation Total Shareholder Return Vs. Peer Group Approach | March 1, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Grant date fair value (in USD per share) 36.61
Valuation Total Shareholder Return Vs. Peer Group Approach | May 30, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Grant date fair value (in USD per share) 62.61
Integration Completion Synergy Savings | August 8, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Grant date fair value (in USD per share) 51.95
DSD Delivery MULO + C | November 12, 2025  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Grant date fair value (in USD per share) $ 44.91
v3.25.4
SEGMENT REPORTING - Narrative (Details)
 12 Months Ended
Dec. 31, 2025
segment
Segment Reporting [Abstract]  
Number of operating segments 1
Number of reporting segments 1
v3.25.4
SEGMENT REPORTING - Schedule of Reportable Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Segment Reporting, Asset Reconciling Item [Line Items]      
Revenue [1] $ 2,515,269 $ 1,355,630 $ 1,318,014
Freight (124,300) (50,700) (58,700)
Gross profit 1,267,333 680,207 633,139
Other (expense) income, net (16,029) 39,322 25,383
Net income before provision for income taxes 125,033 195,050 291,749
Provision for income taxes (17,034) (49,976) (64,948)
Net income 107,999 145,074 226,801
Reportable Segment      
Segment Reporting, Asset Reconciling Item [Line Items]      
Revenue 2,515,269 1,355,630 1,318,014
Cost of revenue (excluding freight) (1,123,620) (624,677) (626,205)
Freight (124,316) (50,746) (58,670)
Gross profit 1,267,333 680,207 633,139
Selling and marketing expenses (548,307) (350,794) (264,108)
General and administrative expenses (250,503) (173,685) (102,665)
Distributor termination fees (327,461) 0 0
Other (expense) income, net (16,029) 39,322 25,383
Net income before provision for income taxes 125,033 195,050 291,749
Provision for income taxes (17,034) (49,976) (64,948)
Net income $ 107,999 $ 145,074 $ 226,801
[1] Includes $1,086.0 million, $742.0 million and $782.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, from a related party.
v3.25.4
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
shares in Thousands, $ in Millions
 3 Months Ended
Dec. 13, 2024
Jun. 27, 2023
Jan. 18, 2023
May 04, 2021
Mar. 31, 2025
Dec. 31, 2025
Product Liability Contingency [Line Items]            
Payments for legal settlements         $ 3.0  
Calculation of damages     $ 82.6      
Contingent consideration, liability   $ 2.1        
Loss contingency accrued liability           $ 0.2
Commitment to third parties           1,040.4
Unbilled purchases           16.5
Minimum            
Product Liability Contingency [Line Items]            
Estimated a range of possible outcomes           59.5
Maximum            
Product Liability Contingency [Line Items]            
Accrued liability           $ 103.4
F and L | DThreeM Licensing Group            
Product Liability Contingency [Line Items]            
Sales revenue bench mark receive (in shares)       2,250    
Derivative Actions Related to 2022 Restatement            
Product Liability Contingency [Line Items]            
Litigation settlement, fee expense $ 1.0