CELSIUS HOLDINGS, INC., 10-K filed on 3/3/2025
Annual Report
v3.25.0.1
Cover - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2024
Feb. 21, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2024    
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 false    
Entity Shell Company false    
Entity Public Float     $ 9.8
Entity Common Stock, Shares Outstanding   235,129,734  
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 2025 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, 2024.
    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2024    
Entity Central Index Key 0001341766    
Amendment Flag false    
v3.25.0.1
Audit Information
 12 Months Ended
Dec. 31, 2024
Audit Information [Abstract]  
Auditor Firm ID 42
Auditor Name Ernst & Young LLP
Auditor Location Boca Raton, Florida
v3.25.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 890,190 $ 755,981
Accounts receivable-net [1] 270,342 183,703
Note receivable-net 0 2,318
Inventories-net 131,165 229,275
Deferred other costs-current [2] 14,124 14,124
Prepaid expenses and other current assets 18,759 19,503
Total current assets 1,324,580 1,204,904
Property, plant and equipment-net 55,602 24,868
Right of use assets-operating leases 21,606 1,957
Right of use assets-finance leases-net 230 208
Intangibles-net 12,213 12,139
Goodwill 71,582 14,173
Deferred other costs-non-current [2] 234,215 248,338
Deferred tax assets 38,699 29,518
Other long-term assets 8,154 291
Total Assets 1,766,881 1,536,396
Current liabilities:    
Accounts payable [3] 41,287 42,840
Accrued expenses [4] 148,780 62,120
Income taxes payable 10,834 50,424
Accrued promotional allowance [5] 135,948 99,787
Lease liability operating leases 3,265 980
Lease liability finance leases 100 59
Deferred revenue [2] 9,513 9,513
Other current liabilities 15,808 10,890
Total current liabilities 365,535 276,613
Lease liability operating leases 16,674 955
Lease liability finance leases 211 193
Deferred tax liability 2,330 2,880
Deferred revenue [2] 157,714 167,227
Total Liabilities 542,464 447,868
Commitment and contingencies (Note 15)
Mezzanine Equity:    
Series A convertible preferred stock, $0.001 par value, 5% cumulative dividends; 1,466,666 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively, aggregate liquidation preference of $550,000 as of December 31, 2024 and December 31, 2023, respectively 824,488 824,488
Stockholders’ Equity:    
Common stock, $0.001 par value; 300,000,000 shares authorized, 235,013,960 and 231,787,482 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively. 79 77
Additional paid-in capital 297,579 276,717
Accumulated other comprehensive loss (3,250) (701)
Retained earnings (accumulated deficit) 105,521 (12,053)
Total Stockholders’ Equity 399,929 264,040
Total Liabilities, Mezzanine Equity and Stockholders’ Equity $ 1,766,881 $ 1,536,396
[1] Includes $168.2 million and $130.4 million from a related party as of December 31, 2024 and December 31, 2023, respectively.
[2] Amounts in this line item are associated with a related party for all periods presented.
[3] Includes $1.7 million and $0.1 million to a related party as of December 31, 2024 and December 31, 2023, respectively.
[4] Includes $0.2 million and $1.0 million to a related party as of December 31, 2024 and December 31, 2023, respectively.
[5] Includes $75.1 million and $51.8 million to a related party as of December 31, 2024 and December 31, 2023, respectively.
v3.25.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Mezzanine equity, shares outstanding (in shares) 1,467,000 1,467,000
Common stock, par value (in USD per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 300,000,000 300,000,000
Common stock, shares issued (in shares) 235,013,960 231,787,482
Common stock, shares outstanding (in shares) 235,013,960 231,787,482
Accounts receivable-net [1] $ 270,342 $ 183,703
Accounts payable [2] 41,287 42,840
Accrued expenses [3] 148,780 62,120
Accrued promotional allowance [4] 135,948 99,787
Related Party    
Accounts receivable-net 168,200 130,400
Accounts payable 1,700 100
Accrued expenses 200 1,000
Accrued promotional allowance $ 75,100 $ 51,800
Series A Preferred Stock    
Mezzanine equity, par value (in USD per share) $ 0.001 $ 0.001
Mezzanine equity, cumulative dividend (percentage) 5.00% 5.00%
Temporary Equity, Shares Issued 1,466,666 1,466,666
Mezzanine equity, shares outstanding (in shares) 1,466,666 1,466,666
Mezzanine equity, redemption amount $ 550,000 $ 550,000
[1] Includes $168.2 million and $130.4 million from a related party as of December 31, 2024 and December 31, 2023, respectively.
[2] Includes $1.7 million and $0.1 million to a related party as of December 31, 2024 and December 31, 2023, respectively.
[3] Includes $0.2 million and $1.0 million to a related party as of December 31, 2024 and December 31, 2023, respectively.
[4] Includes $75.1 million and $51.8 million to a related party as of December 31, 2024 and December 31, 2023, respectively.
v3.25.0.1
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]      
Revenue [1] $ 1,355,630 $ 1,318,014 $ 653,604
Cost of revenue 675,423 684,875 382,735
Gross profit 680,207 633,139 270,869
Selling, general and administrative expense [2] 524,479 366,773 428,670
Income (loss) from operations 155,728 266,366 (157,801)
Other income (expense):      
Interest income on note receivable 0 128 237
Interest income, net 39,263 26,501 5,292
Foreign exchange loss (1,734) (1,246) (392)
Other income 1,793 0 0
Total other income 39,322 25,383 5,137
Net income (loss) before provision for income taxes 195,050 291,749 (152,664)
Provision for income taxes (49,976) (64,948) (34,618)
Net income (loss) 145,074 226,801 (187,282)
Dividends on Series A convertible preferred stock [3] (27,500) (27,462) (11,526)
Income allocated to participating preferred stock [3] (10,117) (17,348) 0
Net income (loss) attributable to common stockholders 107,457 181,991 (198,808)
Other comprehensive (loss) income:      
Foreign currency translation (loss) gain, net of income tax (2,549) 1,180 (2,495)
Comprehensive income (loss) $ 104,908 $ 183,171 $ (201,303)
Earnings per share :      
Basic (in USD per share) [4] $ 0.46 $ 0.79 $ (0.88)
Diluted (in USD per share) [4] $ 0.45 $ 0.77 $ (0.88)
Weighted average shares outstanding      
Basic (in shares) [4] 233,667 230,784 226,947
Dilutive (in shares) [4] 237,404 236,964 226,947
[1] Includes $742.0 million, $782.3 million and $142.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, from a related party
[2] Includes $2.4 million for each of the years ended December 31, 2024 and 2023 with no balance for 2022 from a related party.
[3] Amounts in this line item are associated with a related party for all periods presented.
[4] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.
v3.25.0.1
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Revenue [1] $ 1,355,630 $ 1,318,014 $ 653,604
Related Party      
Revenue 742,000 782,300 $ 142,300
Selling, general and administrative expense $ 2,400 $ 2,400  
[1] Includes $742.0 million, $782.3 million and $142.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, from a related party
v3.25.0.1
Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
(Accumulated Deficit) Retained Earnings
(Accumulated Deficit) Retained Earnings
Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Dec. 31, 2021 [1]     224,727,000        
Beginning balance at Dec. 31, 2021 $ 217,045   $ 75 $ 267,846 $ 614 $ (51,490)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Stock-based compensation 20,665     20,665      
Stock option exercises, RSUs and PSUs converted (in shares) [1]     4,420,000        
Stock option exercises, RSUs and PSUs converted 3,684   $ 1 3,683      
Dividends paid to Series A convertible preferred stock (11,526)     (11,526)      
Foreign currency translation (2,495)       (2,495)    
Net income (loss) (187,282)         (187,282)  
Ending balance (in shares) at Dec. 31, 2022 [1]     229,147,000        
Ending balance at Dec. 31, 2022 $ 40,091 $ (82) $ 76 280,668 (1,881) (238,772) $ (82)
Beginning balance (in shares) at Dec. 31, 2021 0            
Beginning balance at Dec. 31, 2021 $ 0            
Increase (Decrease) in Temporary Equity [Roll Forward]              
Issuance of Series A convertible preferred stock - net of issuance costs (in shares) 1,467,000            
Issuance of Series A convertible preferred stock - net of issuance costs $ 824,488            
Ending balance (in shares) at Dec. 31, 2022 1,467,000            
Ending balance at Dec. 31, 2022 $ 824,488            
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Stock-based compensation 21,226     21,226      
Stock option exercises, RSUs and PSUs converted (in shares) [1]     2,640,000        
Stock option exercises, RSUs and PSUs converted 2,286   $ 1 2,285      
Dividends paid to Series A convertible preferred stock (27,462)     (27,462)      
Foreign currency translation 1,180       1,180    
Net income (loss) $ 226,801         226,801  
Ending balance (in shares) at Dec. 31, 2023 231,787,482   231,787,000 [1]        
Ending balance at Dec. 31, 2023 $ 264,040   $ 77 276,717 (701) (12,053)  
Ending balance (in shares) at Dec. 31, 2023 1,467,000            
Ending balance at Dec. 31, 2023 $ 824,488            
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Stock-based compensation 19,591     19,591      
Stock option exercises, RSUs and PSUs converted (in shares) [1]     3,300,000        
Stock option exercises, RSUs and PSUs converted 3,858   $ 2 3,856      
Dividends paid to Series A convertible preferred stock (27,500)         (27,500)  
Repurchase of common stock related to tax withholdings (in shares) [1]     (61,000)        
Repurchase of common stock related to tax withholdings (2,261)     (2,261)      
Treasury Stock (in shares) [1]     (12,000)        
Treasury Stock (324)     (324)      
Foreign currency translation (2,549)       (2,549)    
Net income (loss) $ 145,074         145,074  
Ending balance (in shares) at Dec. 31, 2024 235,013,960   235,014,000 [1]        
Ending balance at Dec. 31, 2024 $ 399,929   $ 79 $ 297,579 $ (3,250) $ 105,521  
Ending balance (in shares) at Dec. 31, 2024 1,467,000            
Ending balance at Dec. 31, 2024 $ 824,488            
[1] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.
v3.25.0.1
Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity (Parenthetical)
 12 Months Ended
Dec. 31, 2024
$ / shares
Dec. 31, 2023
$ / shares
Dec. 31, 2022
$ / shares
Statement of Stockholders' Equity [Abstract]      
Dividends paid (in USD per share) $ 18.75 $ 18.72 $ 7.86
v3.25.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:      
Net income (loss) $ 145,074 $ 226,801 $ (187,282)
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 7,274 3,226 1,917
Impairment of intangible assets 0 0 2,379
Allowance for credit losses [1] 3,294 2,128 2,352
Amortization of deferred other costs [2] 14,124 14,124 5,885
Inventory excess and obsolescence 19,086 7,312 6,131
Loss on disposal of property, plant and equipment 173 198 0
Stock-based compensation expense 19,591 21,226 20,665
Deferred income taxes-net (9,730) (42,055) 20,244
Foreign exchange loss 1,734 1,246 483
Other operating activities (324) 0 0
Changes in operating assets and liabilities:      
Accounts receivable [3] (89,665) (121,558) (26,369)
Note receivable-net 2,318 0 0
Inventories 77,190 (63,299) 11,802
Prepaid expenses and other current assets 1,074 (7,980) 2,214
Accounts payable [4] (1,170) 5,249 428
Accrued expenses [5] 85,398 (8,025) 34,644
Income taxes payable (39,536) 48,102 (164)
Accrued promotional allowance [6] 36,161 63,810 16,940
Accrued distributor termination fees (248) (3,739) 3,986
Other current liabilities 4,920 7,305 2,610
Change in right of use asset and lease liability-net 535 (102) (183)
Deferred revenue [2] (9,513) (12,723) 189,463
Other long-term assets (4,862) (28) 37
Net cash provided by operating activities 262,898 141,218 108,182
Cash flows from investing activities:      
Collections from note receivable 0 3,233 2,592
Purchase of property, plant and equipment [7] (23,390) (17,433) (8,264)
Purchase of non-marketable equity securities (3,000) 0 0
Acquisition of Big Beverages Contract Manufacturing L.L.C., net of cash acquired (75,336) 0 0
Net cash used in investing activities (101,726) (14,200) (5,672)
Cash flows from financing activities:      
Principal payments on finance lease obligations (61) (44) (63)
Proceeds from exercise of stock options 3,856 2,285 3,683
Proceeds from issuance of Series A preferred shares, net of issuance costs 0 0 542,018
Cash dividends paid on Series A convertible preferred stock [2] (27,500) (27,462) (11,526)
Repurchase of common stock related to tax withholdings (2,261) 0 0
Net cash (used in) provided by financing activities (25,966) (25,221) 534,112
Effect on exchange rate changes on cash and cash equivalents (997) 1,257 50
Net increase in cash and cash equivalents 134,209 103,054 636,672
Cash and cash equivalents at beginning of the period 755,981 652,927 16,255
Cash and cash equivalents at end of the period 890,190 755,981 652,927
Cash paid for:      
Taxes $ 99,134 $ 56,748 $ 14,335
[1] Includes $0.6 million and $0.1 million associated with a related party for the years ended December 31, 2024 and 2023 with no balance for 2022.
[2] Amounts in this line item are associated with a related party for all periods presented.
[3] Includes $(37.8) million, $(98.8) million and $(31.6) million associated with a related party for the years ended December 31, 2024, 2023 and 2022, respectively.
[4] Includes $(1.6) million and $(0.1) million associated with a related party for the years ended December 31, 2024 and 2023, respectively, with no balance for 2022.
[5] Includes $0.8 million $1.3 million and $(2.3) million associated with a related party for the years ended December 31, 2024, 2023 and 2022, respectively.
[6] Includes $23.3 million $37.9 million and $13.9 million associated with a related party for the years ended December 31, 2024, 2023 and 2022, respectively.
[7] Includes $(10.4) million and $(9.7) million associated with a related party for the years ended December 31, 2024 and 2023 with no balance for 2022.
v3.25.0.1
Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Allowance for credit losses [1] $ 3,294 $ 2,128 $ 2,352
Accounts receivable-net [2] 89,665 121,558 26,369
Accounts payable [3] (1,170) 5,249 428
Accrued expenses [4] 85,398 (8,025) 34,644
Accrued promotional allowance [5] 36,161 63,810 16,940
Purchase of property, plant and equipment [6] (23,390) (17,433) (8,264)
Related Party      
Allowance for credit losses 600 100  
Accounts receivable-net (37,800) (98,800) (31,600)
Accounts payable (1,600) (100)  
Accrued expenses 800 1,300 (2,300)
Accrued promotional allowance 23,300 37,900 $ 13,900
Purchase of property, plant and equipment $ (10,400) $ (9,700)  
[1] Includes $0.6 million and $0.1 million associated with a related party for the years ended December 31, 2024 and 2023 with no balance for 2022.
[2] Includes $(37.8) million, $(98.8) million and $(31.6) million associated with a related party for the years ended December 31, 2024, 2023 and 2022, respectively.
[3] Includes $(1.6) million and $(0.1) million associated with a related party for the years ended December 31, 2024 and 2023, respectively, with no balance for 2022.
[4] Includes $0.8 million $1.3 million and $(2.3) million associated with a related party for the years ended December 31, 2024, 2023 and 2022, respectively.
[5] Includes $23.3 million $37.9 million and $13.9 million associated with a related party for the years ended December 31, 2024, 2023 and 2022, respectively.
[6] Includes $(10.4) million and $(9.7) million associated with a related party for the years ended December 31, 2024 and 2023 with no balance for 2022.
v3.25.0.1
ORGANIZATION AND DESCRIPTION OF BUSINESS
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS ORGANIZATION AND DESCRIPTION OF BUSINESS
Business Overview
Celsius Holdings, Inc. (the “Company,” “Celsius Holdings” or “Celsius”) was incorporated under the laws of the State of Nevada on April 26, 2005.
Celsius is a functional energy drink company operating in the United States (“U.S.”) and internationally. The Company engages in the development, processing, marketing, sale, manufacturing, and distribution of functional energy drinks and other products to a broad range of consumers, including fitness enthusiasts. Celsius provides differentiated products with innovative formulas, many of which are clinically proven and are meant to positively impact the lives of its consumers. The Company's brand has proven to be attractive to a broad range of customers.
Celsius is marketed as a premium lifestyle and energy drink formulated to power active lifestyles. Celsius products are currently offered in major retail segments across the U.S., including conventional grocery, natural food stores, convenience stores, fitness centers, mass market retailers, vitamin specialty stores and e-commerce platforms. Additionally, the Company's products are available in select markets across Canada, Europe, and the Asia-Pacific region.
Agreements with PepsiCo Inc.
On August 1, 2022, the Company entered into multiple agreements with PepsiCo Inc. (“Pepsi”), including a long-term agreement that resulted in Pepsi becoming the primary distribution supplier for Celsius products in the U.S. (the “Distribution Agreement”). Under this agreement, the Company granted Pepsi a right of first offer in the event the Company intends to manufacture, distribute or sell products in certain additional countries or channels during the term of the agreement.
In connection with entering into these agreements, the Company issued and sold to Pepsi approximately 1.5 million shares of the Company's Series A Convertible Preferred Stock (“Series A” or “Series A Preferred Stock”) in exchange for cash proceeds of $550 million, excluding transaction costs. For additional information regarding the Company's agreements with Pepsi, see Note 4. Revenue, Note 11. Related Party Transactions, and Note 12. Mezzanine Equity.
v3.25.0.1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2024
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 generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (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. Specifically, Accounts payable and Accrued expenses were previously combined but are now presented as separate line items on the consolidated statements of cash flows.
In accordance with Rule 4-08(k)(1), Rule 5-02, and Rule 5-03 of Regulation S-X, certain related party transactions previously disclosed in Note 11. Related Party Transactions, are now presented on the face of the consolidated balance sheets, consolidated statements of operations and comprehensive income, and consolidated statements of cash flow for all periods presented.
Common Stock Split — On November 13, 2023, the Company effected a three-for-one stock split to stockholders of record on such date (the "Forward Stock Split"). For clarity and consistency in financial reporting, all shares, restricted stock units, performance stock units, 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 stock split for all periods presented.
Principles of Consolidation — The consolidated financial statements of the Company 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 Accounting Standards Codification (“ASC”) Topic 805, Business Combinations ("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 reflected as a prospective adjustment to goodwill.
Transaction costs associated with acquisitions, such as advisory, legal, and consulting fees, are expensed as incurred.
Goodwill and intangible assets recognized as part of acquisitions are subsequently tested for impairment in accordance with the Company’s accounting policy for goodwill and indefinite-lived intangible assets. See Note 9. Goodwill and Intangibles for further discussion of impairment testing.
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 chief operating decision maker (the "CODM"), who is the Chief Executive Officer, to assess performance and allocate resources, see Note 16. Segment Reporting.
Although the Company operates in multiple geographical regions, it functions as a single operating segment because its operations and strategies are centrally designed and executed and remain significantly similar across these regions. The CODM evaluates operating results and allocates resources on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations. As a result, the Company is managed as a single operating segment and has a single reportable segment.
Significant Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, 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 judgements 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, the allowance for current expected credit losses, leases, 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, and the valuation of stock-based compensation.
Concentrations of Risk — The majority of the Company’s revenue is derived from the sale of CELSIUS® functional energy drinks. Powder sales accounted for approximately 4.7%, 3.7% and 4.1% of revenue for the years ended December 31, 2024, 2023 and 2022.
Revenue from customers accounting for more than 10.0% of total revenue for the years ended December 31, 2024, 2023 and 2022 was as follows:
202420232022
Pepsi54.7 %59.4 %22.2 %
Costco11.6 %12.0 %16.7 %
All others
33.7 %28.6 %61.1 %
Total100.0 %100.0 %100.0 %
Accounts receivable from customers accounting for more than 10.0% of total accounts receivable at December 31, 2024 and 2023 were as follows:
20242023
Pepsi62.2 %69.0 %
Costco10.2 %3.7 %
All others
27.6 %27.3 %
Total100.0 %100.0 %
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, 2024 and 2023, the Company did not hold any instruments with original maturities exceeding three months.
Financial instruments that potentially subject the Company to concentrations of credit risk primarily include cash and cash equivalents, and accounts receivable. At December 31, 2024 and 2023, the Company had approximately $889.2 million and $755.5 million, respectively, in excess of the FDIC limit.
Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its product sales and related accounts receivable, as it generally does not require collateral from its customers. The Company’s expected loss allowance for accounts receivable is determined using historical collection experience, current and expected future economic and market conditions, an assessment of the current status of customers’ trade accounts receivables, and where available, an evaluation of the financial condition and credit ratings of larger customers, including credit reports. Customers are pooled based on common risk factors, and the Company reassesses these customer pools on a periodic basis. The allowance for credit losses is based on aging of the accounts receivable balances and estimated credit loss percentages. The Company estimated expected credit losses for its note and royalty receivable related to Qifeng Food Technology (Beijing) Co. Ltd ("Qifeng") by assessing credit risk using the probability of default and incorporating forward-looking information. Based on this assessment, the related receivables were fully written off during the year ended December 31, 2024.
Changes in the allowance for expected credit losses for the year ended December 31, 2024 were as follows:
Allowance for Expected Credit Losses
Balance as of December 31, 2023$3,137 
Other current period change for expected credit losses7,997 
Write off(5,856)
Balance as of December 31, 2024$5,278 
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 5. Inventories for more information.
Deferred Costs — The Company deferred the excess of the Series A Shares' fair value over the proceeds received from Pepsi as part of the Distribution Agreement. These deferred costs are amortized over the twenty-year term of the agreement, aligning the recognition of the costs with the benefits derived from the agreement.
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. Routine repairs and maintenance that do not improve or extend the useful life 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 (Loss). See Note 7. Property, Plant and Equipment for more information.
Leases — The Company follows the provisions of ASC Topic 842, Leases ("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. 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 the arrangement contains a lease, the Company records a right-of-use asset and a lease liability, initially recognized based on the discounted 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 exclude 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.
Long-Lived Assets — In accordance with ASC Topic 360, Property, Plant, and Equipment the Company reviews the carrying value of long-lived assets, 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 may not be recoverable. An impairment loss is recognized for a long-lived asset 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 over its remaining useful life and final disposition. The Company did not record any impairment charges related to long-lived assets for the years ended December 31, 2024, 2023 or 2022.
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 and excludes goodwill and indefinite-lived intangibles, for individual countries that represent a significant portion of the total:
December 31,
2024		December 31,
2023
North America
$72,115 $24,316 
Finland10,950 12,153 
Ireland3,599 — 
Sweden2,523 2,212 
Other29 29 
Long-lived assets related to foreign operations17,101 14,394 
Long-lived assets-net$89,216 $38,710 
Goodwill and Intangible Assets— Indefinite-lived intangible assets and goodwill are not amortized but instead, are evaluated for impairment at least annually on October 1st, or when events indicate that an impairment exists.
In the qualitative 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 performs its goodwill impairment analysis at the reporting unit level, consisting of one reporting unit, as of October 1, 2024.
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 year ended December 31, 2024 or December 31, 2023.
The addition of the Pepsi distribution network in 2022 shifted the Company’s primary focus to the U.S. market, and as a result it was determined that impairment indicators for the Func Food brand's indefinite-lived intangible asset were present. The Company does not anticipate focusing on the expansion of Func Food branded products and the Company plans to focus on Celsius branded products. As a result of the strategic shift, which the Company considered a triggering event, the Company quantitatively tested the Func Foods' brand name for impairment utilizing the relief from royalty method to determine its fair value. As a result of the quantitative assessment, the Company recorded an impairment charge of $2.4 million for the year ended December 31, 2022 which is presented within selling, general and administrative expenses, see Note 9. Goodwill and Intangibles.
Other Current Liabilities — Other current liabilities primarily consist of various state beverage container deposits and VAT/GST payables. As of December 31, 2024 and December 31, 2023, state beverage container deposits payables were $12.6 million and $10.1 million, respectively. As of December 31, 2024 and December 31, 2023, VAT/GST payables were $1.7 million and $0.8 million, respectively. Other current liabilities, excluding these amounts, totaled $1.5 million as of December 31, 2024, with no balance as of December 31, 2023.
Deferred Revenue — The Company may receive payments from new distributors in territories as reimbursement for contract termination costs paid to the prior distributors in those territories. Amounts received pursuant to these new or amended distribution agreements entered into with certain distributors relating to the costs associated with terminating the Company’s prior distributors are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective new or amended distribution agreements.
Distributor Termination Fees — For the years ended December 31, 2024 and December 31, 2023 termination fees related to termination charges associated with certain prior distributors were immaterial. The Company incurred approximately $193.8 million in such expenses for the year ended December 31, 2022. These costs were included in selling, general and administrative expenses upon termination of the distributor agreements.
Revenue Recognition — The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. 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 for more information.
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, 2024, 2023 and 2022 were approximately $50.7 million, $58.7 million and $26.8 million, respectively.
Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company mainly uses targeted marketing initiatives, such as sporting events, print, radio, and television advertising, alongside direct sponsorships and endorsements. The Company incurred advertising expenses of approximately $221.6 million, $160.0 million and $85.1 million, for the years ended December 31, 2024, 2023, and 2022, 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 $1.0 million, $1.7 million and $0.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.
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 as foreign exchange gain (loss). For the years ended December 31, 2024, 2023 and 2022, the Company recognized net foreign exchange losses of approximately $1.7 million, $1.2 million, and $0.4 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 other comprehensive (loss) income as foreign currency translation adjustments, net of income tax. For the years ended December 31, 2024, 2023 and 2022 the Company experienced a foreign currency translation net loss of approximately $2.5 million, a net gain of $1.2 million and a net loss of approximately $2.5 million, respectively.
The Company's operations in different countries required that it primarily transacted in the following currencies for the year ended December 31, 2024:

Australian Dollar,
Canadian Dollar,
Chinese Yuan,
Euro,
Hong Kong Dollar,
New Zealand Dollar,
Pound Sterling, and
Swedish Krona.
Fair Value of Financial Instruments — ASC 820, Fair Value Measurement ("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. These inputs are prioritized below:
Level 1:
Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:
Unobservable inputs, which rely on the reporting entity’s assumptions when there is little or no market data.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, note receivable, and accrued expenses approximate fair value due to their short-term maturities and market interest rates.
Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, Accounting for Income Taxes. This approach requires, among other things, an asset and liability approach to calculating deferred income taxes, and recognizing deferred tax assets and liabilities for expected future tax consequences stemming from temporary differences between asset and liability carrying amounts and their tax bases. A valuation allowance is established to offset any net deferred tax assets for which management believes it is more-likely-than-not that the net deferred asset will not be realized.
Earnings per Share — The Company computes earnings per share ("EPS") in accordance with ASC Topic 260, Earnings per Share (“ASC 260”), which requires that basic earnings per share of common stock are 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 stock (e.g., common stock and participating preferred 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 common stock and a company’s participating preferred stockholders. Under the two-class method, earnings for the reporting period are allocated between common stockholders and other security holders based on their respective participation rights in undistributed earnings. The more dilutive of the two-class method or the treasury stock method is used.
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 restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options, and convertible preferred stock. For the computation of diluted EPS, the numerator is adjusted for the reallocation of earnings to participating securities, 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 for more information.
Stock-Based Compensation — The Company follows the provisions of ASC Topic 718, Compensation — Stock Compensation ("ASC 718") and related interpretations. 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. The Company uses straight-line amortization of compensation expense over the requisite service or vesting period of the grants, where applicable and recognizes forfeitures as they occur. See Note 14. Stock-Based Compensation for more information.
Selling, General and Administrative Expenses — Selling, general and administrative expenses include various operating expenses such as warehousing costs after manufacturing, expenses for advertising, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. 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.
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (the "FASB") issued ASU ("Accounting Standard Update") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard enhances segment reporting requirements, necessitating detailed disclosures on key segment expenses and other items, including segment profit or loss measures. It also mandates that companies with a single reportable segment provide comprehensive disclosures. The Company adopted the provisions of ASU 2023-07, beginning December 31, 2024, see Note 16. Segment Reporting. The adoption only impacted disclosures and did not have an effect on the Company's financial condition, results of operations or cash flows.
Recently Issued 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 by federal, state, and foreign jurisdictions. The standard becomes effective for public business entities for fiscal years beginning after December 15, 2024. Prospective application is permitted. The Company expects ASU 2023-09 to impact only disclosures with no effect on the Company's financial condition, results of operations or cash flows. The Company is currently assessing the impact of ASU 2023-09 on the financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to enhance expense disclosures by requiring more detailed information on the types of expenses included in certain captions within the consolidated financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of adopting ASU 2024-03 on the financial statements and disclosures.
v3.25.0.1
EARNINGS PER SHARE
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE EARNINGS PER SHARE
The Company’s Series A Preferred Stock is classified as a participating security in accordance with ASC 260. Net income allocated to the holders of Series A Preferred Stock is based on the Series A stockholders’ proportionate share of weighted average shares of common stock outstanding on an if-converted basis. The Series A Preferred Stock is not contractually obligated to share in losses.

Under the two-class method, for diluted EPS, net income is reallocated to the Series A Preferred Stock, and all potentially dilutive securities based on the contractual participating rights of the respective securities to share in the current earnings as if all of the earnings for the period had been distributed. Common shares issuable under PSU awards were excluded from the dilutive EPS calculation as the related target goals had not been met as of the reporting period end date.
For the years ended December 31,
202420232022
Numerator:
Net income (loss)$145,074 $226,801 $(187,282)
Dividends on Series A convertible preferred stock(27,500)(27,462)(11,526)
Income allocated to participating preferred stock(10,117)(17,348)— 
Net income (loss) attributable to common stockholders$107,457 $181,991 $(198,808)
Effect of dilutive securities:
Allocation of earnings to participating securities
$10,117 $17,348 $— 
Reallocation of earnings to participating securities
(9,971)(16,934)— 
Net income (loss) available to common stockholders after assumed conversions$107,603 $182,405 $(198,808)
Denominator:
Weighted average basic common shares outstanding, basic[1]
233,667 230,784 226,947 
Dilutive effect of common shares
3,737 6,180 — 
Weighted-average common shares outstanding, diluted237,404 236,964 226,947 
Earnings per share:[1]
Basic$0.46 $0.79 $(0.88)
Diluted
$0.45 $0.77 $(0.88)
(1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.
For the years ended December 31, 2024, 2023 and 2022, approximately 22.0 million, 22.0 million, and 30.6 million potentially dilutive securities were excluded from the computation of diluted earnings per share related to common stockholders, as their effect was antidilutive.
v3.25.0.1
REVENUE
 12 Months Ended
Dec. 31, 2024
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, and traditionally such agreements do not allow for a right of return. 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 adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, 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.
Information about the Company’s revenues by geographical location for the years ended December 31, 2024, 2023 and 2022 was as follows:
For the years ended
December 31,
2024		December 31,
2023		December 31,
2022
North America$1,280,894 $1,263,341 $617,457 
Europe61,696 43,722 31,054 
Asia-Pacific
5,658 4,755 3,647 
Other7,382 6,196 1,446 
Revenue$1,355,630 $1,318,014 $653,604 

All of the Company’s North American revenue was derived from the United States and Canada. Revenue from Puerto Rico is included in the 'Other' category.
Promotional (Billback) Allowances
The Company’s promotional allowance programs with its distributors or retailers are executed through separate agreements in the ordinary course of business (variable consideration). These agreements 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 distributor and retail customer performance levels. 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;
•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 paid to distributors related to sales made directly by the Company to certain customers that fall within the distributors’ sales territories; and
•contractual fees given to distributors for items sold below defined pricing targets.
For the years ended December 31, 2024, 2023, and 2022, promotional allowances included as a reduction of revenue were $455.1 million, $315.2 million, and $158.5 million, respectively.
Accrued promotional allowances were $135.9 million and $99.8 million as of December 31, 2024 and 2023, respectively.
Agreements with Pepsi
The Company executed multiple agreements with Pepsi on August 1, 2022, including the Distribution Agreement relating to the sale and distribution of certain of the Company’s beverage products in existing channels and distribution methods in the U.S., excluding certain existing customer accounts and sales channels, and the U.S. Virgin Islands (collectively, the “Territory”). Under the Distribution Agreement, the Company granted Pepsi the right to sell and distribute its existing beverage products in existing channels and distribution methods and future beverage products that are added from time to time as licensed products under the Distribution Agreement in the Territory. The Distribution Agreement represents a master service agreement and can be canceled by either party without cause in the nineteenth year of the term (i.e., 2041), the twenty-ninth year of the term (i.e., 2051) and in each 10th year thereafter (i.e., 2061, 2071, etc.) by providing 12 months’ written notice to the other party on August 1st of the year preceding the year of termination. Except for a termination by the Company “with cause” or a termination by Pepsi “without cause,” (each as defined in the Distribution Agreement), the Company is required to pay Pepsi certain compensation upon a termination as specified in the Distribution Agreement.
The Company agreed to provide Pepsi a right of first offer in the event the Company intends to (i) manufacture, distribute or sell products in certain additional countries as specified in the Distribution Agreement or (ii) distribute or sell products in any future channels and distribution methods during the term of the Distribution Agreement. Pepsi agreed to meet and confer in good faith with the Company regarding the terms and conditions upon which Pepsi may be willing to sell or distribute the Company's products, either directly or through local sub-distributors in certain other additional countries. The Distribution Agreement includes other customary provisions, including non-competition covenants in favor of the Company, representations and warranties, indemnification provisions, insurance provisions, and confidentiality provisions. In the fourth quarter of 2023, under the terms of the Distribution Agreement, the Company and Pepsi agreed to extend distribution to the Canadian market, which commenced in January of 2024.
On August 1, 2022, the Company and Pepsi also executed a transition agreement providing for the Company’s transition of certain existing distribution rights in the Territory to Pepsi (the “Transition Agreement”). Under the terms of the Transition Agreement, Pepsi agreed to pay the Company up to $250.0 million in multiple tranches to facilitate the Company’s transition of certain distribution rights to Pepsi. The Company received $227.8 million from Pepsi that were contractually restricted to be used only to pay termination fees due to other distributors; any excess cash received over amounts due to other distributors was required to be refunded to Pepsi. During 2023, $34.8 million of such funds were refunded to Pepsi. As of and after December 31, 2023, there was no refund liability owed to Pepsi.
On March 23, 2024, the Company entered into Amendment No. 1 to the Distribution Agreement with Pepsi, pursuant to which the Company has agreed to provide Pepsi with an incentive program designed to incentivize and compensate Pepsi for its continued focus on and actions to support the Company. These incentives are accounted for as promotional allowances and recorded as a reduction to revenue.
v3.25.0.1
INVENTORIES
 12 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories-net consists of the following:
December 31,
2024		December 31,
2023
Finished goods$108,786 $184,434 
Raw materials
27,088 49,022 
Less: inventory reserve(4,709)(4,181)
Inventories-net
$131,165 $229,275 
v3.25.0.1
PREPAID EXPENSES AND OTHER CURRENT ASSETS
 12 Months Ended
Dec. 31, 2024
Prepaid Expenses And Other Current Assets  
PREPAID EXPENSES AND OTHER CURRENT ASSETS PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets totaled approximately $18.8 million and $19.5 million, at December 31, 2024 and 2023, respectively, consisting mainly of tax receivables, prepaid insurance, prepaid advertising, prepaid advances to co-packers related to inventory production, prepaid general expenses, prepaid slotting fees, and deposits on purchases.
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT 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,
2024		December 31,
2023
Merchandising equipment - coolers
3-7
$39,231 $21,908 
Vehicles
5
12,237 6,143 
Machinery and equipment
7-15
10,136 — 
Office equipment
3-7
2,228 1,467 
Leasehold improvements
3-5
2,561 — 
Less: accumulated depreciation(10,791)(4,650)
Property, plant and equipment$55,602 $24,868 
Depreciation expense amounted to approximately $6.5 million, $2.6 million and $1.4 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is reflected in selling, general and administrative expenses.
v3.25.0.1
LEASES
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
LEASES LEASES
The Company leases office space, warehouses, and vehicles, in the U.S. and internationally under both operating and finance leases. 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.
In September 2024, the Company entered into a non-cancelable sublease agreement for office space, which commenced in October 2024 and extends through 2029. The sublease terminates in the event the related master lease is terminated. Upon commencement, the Company recognized a right-of-use asset and lease liability related to the agreement in accordance with ASC 842. In November 2024, the Company acquired all of the outstanding voting equity interest of Big Beverages and recognized right-of-use assets and lease liabilities for the property leases assumed with the acquisition in accordance with ASC 805 and ASC 842. Refer to Note 17. Acquisition.
The components of lease costs were as follows:
For the years ended December 31,
202420232022
Operating lease costs$2,145 $814 $664 
Amortization of right of use assets- finance lease126 86 110 
Lease costs$2,271 $900 $774 
Supplemental cash flow information and non-cash activity were as follows:
For the years ended December 31,
202420232022
Cash paid for amounts related to lease liabilities:
Operating cash flows from finance leases (interest)$11 $7 $7 
Operating cash flows from operating leases1,684 836 670 
Financing cash flows from finance leases (principal)61 44 63 
Non-cash lease activity:
Right-of-use assets obtained in exchange for lease obligations$21,934 $1,816 $731 

Weighted-average remaining lease terms and discount rates:
For the years ended December 31,
20242023
2022
Weighted-average remaining lease terms in years
Operating leases5.292.892.02
Finance leases1.812.302.69
Weighted-average discount rate
Operating leases5.23 %6.77 %6.52 %
Finance leases4.14 %3.92 %3.00 %
The aggregate annual lease obligations at December 31, 2024, were as follows:
Operating LeasesFinance Leases
2025$3,888 $111 
20264,838 181 
20274,804 14 
20283,751 24 
20293,494 — 
Thereafter2,267 — 
Total future minimum lease payments$23,042 $330 
Less: amounts representing interest3,103 19 
Present value of lease liabilities19,939 311 
Less: current portion3,265 100 
Long-term portion$16,674 $211 
LEASES LEASES
The Company leases office space, warehouses, and vehicles, in the U.S. and internationally under both operating and finance leases. 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.
In September 2024, the Company entered into a non-cancelable sublease agreement for office space, which commenced in October 2024 and extends through 2029. The sublease terminates in the event the related master lease is terminated. Upon commencement, the Company recognized a right-of-use asset and lease liability related to the agreement in accordance with ASC 842. In November 2024, the Company acquired all of the outstanding voting equity interest of Big Beverages and recognized right-of-use assets and lease liabilities for the property leases assumed with the acquisition in accordance with ASC 805 and ASC 842. Refer to Note 17. Acquisition.
The components of lease costs were as follows:
For the years ended December 31,
202420232022
Operating lease costs$2,145 $814 $664 
Amortization of right of use assets- finance lease126 86 110 
Lease costs$2,271 $900 $774 
Supplemental cash flow information and non-cash activity were as follows:
For the years ended December 31,
202420232022
Cash paid for amounts related to lease liabilities:
Operating cash flows from finance leases (interest)$11 $7 $7 
Operating cash flows from operating leases1,684 836 670 
Financing cash flows from finance leases (principal)61 44 63 
Non-cash lease activity:
Right-of-use assets obtained in exchange for lease obligations$21,934 $1,816 $731 

Weighted-average remaining lease terms and discount rates:
For the years ended December 31,
20242023
2022
Weighted-average remaining lease terms in years
Operating leases5.292.892.02
Finance leases1.812.302.69
Weighted-average discount rate
Operating leases5.23 %6.77 %6.52 %
Finance leases4.14 %3.92 %3.00 %
The aggregate annual lease obligations at December 31, 2024, were as follows:
Operating LeasesFinance Leases
2025$3,888 $111 
20264,838 181 
20274,804 14 
20283,751 24 
20293,494 — 
Thereafter2,267 — 
Total future minimum lease payments$23,042 $330 
Less: amounts representing interest3,103 19 
Present value of lease liabilities19,939 311 
Less: current portion3,265 100 
Long-term portion$16,674 $211 
v3.25.0.1
GOODWILL AND INTANGIBLES
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLES GOODWILL AND INTANGIBLES
As of December 31, 2024 and December 31, 2023, goodwill was approximately $71.6 million and $14.2 million, respectively. The balance as of December 31, 2024 included additional goodwill of $58.3 million which was recognized as part of the business combination described in Note 17. Acquisition.
The carrying amount and accumulated amortization of intangible assets, net of the impact of foreign exchange rate fluctuations as of December 31, 2024 and December 31, 2023, were as follows:
Estimated Useful
Life in Years		December 31,
2024		December 31,
2023
Definite-lived intangible assets
Customer relationships
6-25
$13,970 $13,911 
Trade name
3
500 — 
Less: accumulated amortization(2,692)(2,233)
Definite-lived intangible assets, net$11,778 $11,678 
Indefinite-lived intangible assets
Brands$435 $461 
Intangibles-net
$12,213 $12,139 
As of December 31, 2024 and December 31, 2023, there were no indicators of goodwill or intangible asset impairment, while in 2022, an intangible asset impairment was recorded related to the Func Food brand for $2.4 million. Amortization expense for the years ended December 31, 2024, 2023 and 2022 was approximately $0.6 million, $0.5 million and $0.5 million, respectively. Amortization expense is included in selling, general and administrative expenses.
The following is the future estimated annualized amortization expense related to customer relationships and certain trade names:
2025$835 
2026835 
2027807 
2028669 
2029669 
Thereafter7,963 
Total$11,778 
v3.25.0.1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 12 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED EXPENSES ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As of December 31, 2024 and December 31, 2023, accounts payable was approximately $41.3 million and $42.8 million, respectively.
Accrued expenses consisted of the following:
December 31,
2024		December 31,
2023
Accrued legal63,328 7,633 
Accrued marketing
34,774 18,252 
Unbilled purchases13,754 11,851 
Contractual co-packer obligations9,350 — 
Accrued freight5,098 2,267 
Other accrued expenses
22,476 22,117 
Accrued expenses$148,780 $62,120 
As of December 31, 2024, accrued legal included $54.9 million related to ongoing litigation, refer to Note 15. Commitments and Contingencies.
v3.25.0.1
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
Transactions with Pepsi
As further described in Note 12. Mezzanine Equity, on August 1, 2022, the Company issued approximately 1.5 million shares of non-voting Series A Preferred Stock to Pepsi. The shares accounted for approximately 8.5% of the Company’s outstanding common stock on the date of issuance, on an if-converted method. The securities purchase agreement (the "Purchase Agreement"), pursuant to which Pepsi acquired the Series A Preferred Stock, grants Pepsi the right to designate a nominee for election to the Company’s Board of Directors (the "Board"), provided that Pepsi meets certain ownership requirements.
Pepsi provided the Company $227.8 million in cash under the Transition Agreement in 2022. This amount was used to settle termination fees with former distributors, and any excess cash was contractually restricted and due back to Pepsi. During the year ended December 31, 2023, $38.3 million of such funds were refunded to Pepsi. Amounts received pursuant to the Transition Agreement relating to the costs associated with terminating the Company’s prior distributors were accounted for as deferred revenue and are being recognized ratably over the 20 year term of the Distribution Agreement. Unamortized deferred revenues (current and non-current) are included as separate line items on the consolidated balance sheets.
The Series A Preferred Stock was issued with a fair value of $832.5 million for an issuance price of $550.0 million (see Note 12. Mezzanine Equity). The Company recorded the $282.5 million excess as deferred costs on the consolidated balance sheets. Costs are being amortized over the 20 year term of the Distribution Agreement and are recorded as an offset to revenue. Unamortized deferred other costs (current and non-current) are included as separate line items on the consolidated balance sheets.
Related Party Leases
The Company leases office space from a company affiliated with CDR Federal, LLC, which is owned by certain of the Company's principal stockholders. The leases extend until March 2025 and have a combined monthly rent of $0.1 million. The associated lease liability was $0.2 million and $0.5 million as of December 31, 2024 and December 31, 2023, respectively. In January 2025, the Company elected to terminate the lease early and paid the remaining lease liability of $0.2 million.
v3.25.0.1
MEZZANINE EQUITY
 12 Months Ended
Dec. 31, 2024
Mezzanine Equity [Abstract]  
MEZZANINE EQUITY MEZZANINE EQUITY
Series A Convertible Preferred Stock
As of December 31, 2024 and December 31, 2023, the Company had designated and authorized 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. The stated value per share may be increased from time to time in the event dividends on the Series A are paid-in-kind (“PIK dividends”) pursuant to the Series A Certification of Designation (the “Series A Certificate”). On August 1, 2022, pursuant to the Purchase Agreement, the Company issued all of the authorized Series A Preferred Stock to Pepsi for cash consideration aggregating $550.0 million, excluding issuance costs. The Series A Preferred Stock was issued concurrently with the execution of the Distribution Agreement and the 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, in the Company’s consolidated balance sheets, and 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 1,466,666 shares of Series A Preferred Stock as of the date of issuance. 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 input variables to determine the value of the Series A Preferred Stock including a volatility rate of 45.0%, risk free interest rate of 2.7%, 5.0% dividend rate, the closing price of the Company’s common stock on the issuance date of $98.87 (pre- three-for-one split), a debt discount rate of 12.5% and a discount for lack of marketability attributed to the registration period of the underlying stock. The selected historical volatility was based on Celsius and a certain peer group. 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 with the Company’s past payments of dividends made in cash. The debt discount rate was based on estimated credit analysis and corresponding market yields as of the issuance date. The Company applied a nominal discount for lack of marketability with respect to the assumed registration period of the underlying shares.
Mezzanine Classification
The Series A Preferred Stock is redeemable in the event of a change in control as defined in the Series A Certificate. ASC 480, Distinguishing Liabilities from Equity ("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 Series A 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 Series A 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, 2024, December 31, 2023 and December 31, 2022.
Pursuant to the Purchase Agreement, Pepsi, together with its affiliates, has certain rights and is also subject to various restrictions with respect to its ownership of the Company’s outstanding common stock on an as-converted basis, through purchases of the Company’s common stock in the open market and the accumulation of PIK dividends. Additionally, pursuant to the Purchase Agreement, Pepsi has the right to designate one nominee for election to the Board for so long as Pepsi (together with its affiliates) beneficially owns at least approximately 11.0 million shares of the Company’s outstanding common stock on an as-converted basis. Notwithstanding that the Series A is not currently convertible into common stock, the Purchase Agreement provides that Pepsi is deemed to beneficially own the underlying shares of common stock for purposes of its rights under the Purchase Agreement. In August 2022, the Company expanded the number of Board seats in connection with the election of a Pepsi representative to the Board.
Liquidation Preference
The Series A 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 Series A, (iii) on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series A, and (iv) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series A. The aggregate liquidation preference of the Series A was $550.0 million as of both December 31, 2024 and 2023.
Voting
The Series A 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 Series A or provided for its benefit, or would result in securities that would be senior to or pari passu with the Series A. As described above, Pepsi has a contractual right to representation on the Board, subject to maintaining certain ownership thresholds.
Stock Split
As a result of the Forward Stock Split, the conversion ratio for Series A Preferred Stock, initially set at five-for-one, was adjusted to fifteen-for-one. The adjustment maintains the proportional interests of Series A stockholders post-split. The revised conversion ratio, reflecting the impact of the Forward Stock Split, became effective on the split's effective date.
Dividends
The Series A 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 (“Regular Dividends”). Regular Dividends accrue on each share of Series A at the rate of 5.00% per annum, subject to adjustment as set forth in the Series A Certificate. In addition to such quarterly Regular Dividends, shares of Series A also entitle the holder to participate in any dividends paid on the Company’s common stock on an as-converted basis. The Company declared and paid $27.5 million, $27.5 million and $11.5 million in Regular Dividends on the Series A, which amounted to $18.75, $18.72 and $7.86 per share of Series A for the years ended December 31, 2024, 2023 and 2022, respectively. There were no cumulative undeclared dividends on the Series A at December 31, 2024. In addition, there were no dividends issued to common shareholders during the years ended December 31, 2024, 2023 and 2022.
Redemption
Subject to certain conditions set forth in the Series A Certificate, Series A may be redeemed at a price per share of Series A equal to the sum of (i) the stated value of such share of Series A 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 Series A, and all accrued and unpaid dividends per share of Series A through such redemption date (the “Redemption Price”).
Company’s Optional Redemption
At any time from and after the earlier of (i) August 1, 2029, if the ten-day volume weighted average price of the Company’s common stock (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 cancellation of the Distribution Agreement by the Company, the Company has the right to redeem all (and not less than all) of the then-outstanding shares of Series A at the Redemption Price. In the event of the Company's optional redemption, the Company shall affect such redemption by paying the entire 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 Series A 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 Series A: (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% of the Company's voting power.
Upon a change in control and redemption, each Series A holder will receive, an amount equal to the greater of (A) the Redemption Price in cash and (B) the cash and/or other assets (including securities) such holder would have received if each share of Series A 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 Series A, then the Company shall (A) redeem, pro rata among the holders, a number of shares of Series A equal to the number of shares of Series A that can be redeemed with the maximum amount legally available for the redemption, and (B) redeem all remaining shares of Series A 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 Series A. 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 1, 2029, August 1, 2032, and August 1, 2035, the majority holders of the Series A have 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 Series A, 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 1, 2029, August 1, 2032, or August 1, 2035, 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 shares of Series A on a pro rata basis according to the number of shares owned by each holder. The number of outstanding shares will be determined by dividing (i) the total number of shares of Series A 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 Series A, 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 Series A 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% 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% 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% per annum, in each case until such share is duly redeemed or converted.
Conversion
The shares of Series A may be converted into shares of the Company’s common stock pursuant to the Series A Certificate either at the option of the Company or subject to an automatic conversion as discussed below. The Series A was issued with a conversion price of $25 which is potentially subject to adjustment pursuant to the Series A Certificate. The conversion ratio is calculated as the quotient of (a) the sum of (x) the stated value of such share of Series A as of the applicable conversion date, plus (y) all accrued and unpaid dividends previously added to the stated value of such share of Series A, and without duplication, all accrued and unpaid dividends per share of Series A through the applicable conversion date; divided by (b) the conversion price as of the conversion date. As of December 31, 2024, the conversion ratio of the Series A into common stock was one to fifteen. At December 31, 2024, approximately 22.0 million shares of common stock were issuable upon conversion of the Series A Preferred Stock.
As of December 31, 2024, the Series A was not probable of becoming redeemable, as the most likely method of settlement is through conversion which is likely to occur before the holder's right to request redemption becomes exercisable.
Company Optional Conversion
At any time from and after August 1, 2029, provided the Ten-Day VWAP immediately prior to the date the Company delivers a conversion notice to the holders of Series A exceeds the conversion price, the Company may elect to convert all, but not less than all, of the outstanding shares of Series A into shares of the Company’s common stock.
Automatic Conversion
The Series A 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 Distribution Agreement by the Company or Pepsi, if the Ten-Day VWAP immediately preceding such date exceeds the conversion price of such share as of such date.
•Any date from and after August 1, 2028, on which (x) the Company’s products meet a market share requirement during a specified period (as defined in the Distribution Agreement) and (y) the Ten-Day VWAP immediately prior to such date exceeds the conversion price of such share as of such date. In the case of an Automatic Conversion Event, each share of Series A then outstanding shall be converted into the number of shares of common stock equal to the conversion ratio of such share in effect as of the automatic conversion date. The occurrence of an Automatic Conversion Event will terminate any right of the holder to receive a redemption at their request even if such request had already been submitted, provided that the Series A Preferred shares had not already been redeemed.
v3.25.0.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The domestic and foreign components of the Company's income (loss) before provision for income taxes were as follows:
202420232022
Domestic$266,060 $291,203 $(151,551)
Foreign(71,010)546 (1,113)
Net income (loss) before provision for income taxes$195,050 $291,749 $(152,664)
The provision for income tax expense consisted of the following:
Current202420232022
Domestic$43,321 $79,840 $10,498 
State and local
15,536 27,596 2,601 
Foreign294 192 — 
Current federal, state and local, tax expense$59,151 $107,628 $13,099 
Deferred202420232022
Domestic$1,000 $(34,535)$18,558 
State and local(178)(8,261)4,034 
Foreign(9,997)116 (1,073)
Deferred federal, state and local, tax expense$(9,175)$(42,680)$21,519 
Provision for income taxes$49,976 $64,948 $34,618 
The reconciliation of the U.S. federal statutory rate to the effective rate on net income (loss) before taxes is as follows:
 202420232022
U.S. Statutory federal rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit6.2 %4.7 %(3.9)%
Earnings in jurisdictions with tax rates differing from U.S. federal rate3.3 %0.1 %— %
Tax effect of Pepsi valuation premium— %— %(38.9)%
Stock based compensation(5.2)%(3.4)%(0.9)%
Change in valuation allowance(0.7)%(0.3)%0.4 %
Change in deferred balances0.2 %0.3 %— %
Other0.9 %(0.2)%(0.4)%
Effective tax rate25.7 %22.2 %(22.7)%
The Tax Cuts and Jobs Act introduced a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a measure to tax certain intercompany payments under the base erosion anti-abuse tax “BEAT” regime. For the years ended December 31, 2024, 2023 and 2022, 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.
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,
2024		December 31,
2023
Net operating loss carryforwards$10,869 $3,441 
Foreign disallowed interest carryforwards739 — 
Deferred revenue
43,289 45,907 
Fixed assets(7,742)(3,338)
Pepsi valuation premium(64,356)(68,250)
Right of use liability3,566 157 
Right of use asset(4,527)(275)
Distributor termination fees33,960 40,429 
Stock-based compensation2,728 4,892 
Accrued legal
14,562 977 
Inventory allowance6,033 8,244 
Intangibles(1,825)(2,495)
Total deferred tax assets 37,296 29,689 
Valuation allowance(927)(2,496)
Net deferred tax assets$36,369 $27,193 
At December 31, 2024, the Company has approximately $1.5 million of Federal net operating loss carryforwards and $1.5 million of state net operating loss ("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% over a three-year testing period. The Company had foreign NOL carryforwards of approximately $80.6 million, some of which will begin to expire in 2026. Additionally, the Company had foreign disallowed interest carryforward of $3.7 million which is indefinitely available.
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 impractical to account for at 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. 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. 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, 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 $1.6 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:
20242023
Gross unrecognized tax benefit, beginning of period$1,257 $702 
Additions based on tax positions related to the current year410 555 
Additions based on tax positions related to the prior years— — 
Reductions due to lapse in statute of limitations and settlements(255)— 
Gross unrecognized tax benefit, end of period$1,412 $1,257 
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 $1.4 million will impact the Company’s effective tax rate in future periods. Tax positions will potentially decrease by $0.2 million 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, 2024, the Company had uncertain tax positions of approximately $1.5 million, inclusive of $0.1 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
2021-2023
U.S. State and local
2020-2023
Non-U.S.
2018-2023
v3.25.0.1
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
On April 30, 2015, the Company adopted the 2015 Stock Incentive Plan (the "2015 Plan"), with the objective of attracting and retaining highly competent personnel through opportunities to acquire the Company’s common stock.
There are currently 20.8 million shares of common stock available for issuance under the 2015 Plan. The 2015 Plan expires in 2025, and the Company intends to seek stockholder approval of a new plan during the 2025 annual meeting of stockholders.
The 2006 Incentive Stock Plan (the "2006 Plan"), which was adopted on January 18, 2007 and expired in 2017, similarly had the objective of attracting and retaining highly competent employees, directors, and independent consultants through opportunities to acquire the Company’s common stock. No further awards can be granted under the 2006 Plan. As of December 31, 2024, there were no unvested awards under the 2006 plan and certain vested but unexercised awards remained outstanding.
For the years ended December 31, 2024, 2023 and 2022, the Company recognized stock-based compensation expense of approximately $19.6 million, $21.2 million and $20.7 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 and warrant issuances. Forfeitures are recognized as they occur.
A summary of the status of the Company’s outstanding stock options as of December 31, 2024 and changes during the period are as follows:
Shares
(000’s)
Weighted Average Exercise
Price
Aggregate
Intrinsic
Value
(000’s)(1)
Weighted
Average
Remaining
Term (Yrs)
At December 31, 20234,918 $3.81 $249,541 4.45
Exercised(2,490)$1.54 $112,423 — 
Forfeited and cancelled— — — — 
At December 31, 20242,428 $6.13 $49,057 4.75
Exercisable at December 31, 20242,428 $6.13 $49,057 4.75
(1) The intrinsic value represents the amount by which the fair value of the Company's common stock exceeds the option exercise price as of December 31, 2024.
The total intrinsic value of the stock options exercised was $112.4 million, $81.4 million and $102.3 million in the years ended December 31, 2024, 2023 and 2022, respectively. The total number of stock options exercised was 2.5 million, 1.8 million and 3.8 million in the years ended December 31, 2024, 2023 and 2022, respectively.
There were no stock options granted during the years ended December 31, 2024, 2023, or 2022.
As of December 31, 2024, unrecognized non-cash compensation expense related to stock options was immaterial.
Restricted Stock Units
Restricted stock units are awards that give the holder the right to receive one share of common stock for each restricted stock unit 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. The holders of unvested units do not have the same rights as stockholders and do not have the right to receive any dividends.
A summary of the Company’s restricted stock unit activity for the years ended December 31, 2024 and 2023 is presented in the following table:
20242023
Shares (000’s)
Weighted
Average
Grant Date
Fair Value
Shares (000’s)
Weighted
Average
Grant Date
Fair Value
Unvested at beginning of period1,218$26.13 1,617$20.24 
Granted37762.6546836.41
Vested(715)23.17(670)19.65
Forfeited and cancelled(79)39.00(197)24.35
Unvested at end of period801$44.76 1,218$26.13 
The total fair value of shares vested during the years ended December 31, 2024, 2023, and 2022 was approximately $16.6 million, $24.9 million and $11.6 million, respectively. Unrecognized compensation expense related to outstanding restricted stock units to employees and directors as of December 31, 2024 and December 31, 2023 was approximately $23.6 million and $17.8 million respectively, and is expected to be expensed over the next 2.0 years.
Performance-based Stock Awards
PSUs are awards that give the holder the right to receive one share of common stock for each PSU upon meeting performance or market-based vesting conditions. These conditions typically include the attainment of specific metrics over a defined period. The fair value of the PSUs is determined based on either the grant date fair value for performance metrics or using a Monte Carlo simulation for market based awards. The Company recognizes expense if the metrics are probable of being achieved and expensed using either a straight line or an accelerated attribution model. Additionally, the Company recognizes compensation expense for non-employees in the same manner and periods as though cash had been paid for services received.
The Human Resources and Compensation Committee of the Board approved certain PSUs under the 2015 Plan, with each PSU initially equivalent in value to one share of common stock.

In the third quarter of 2022, PSUs with an aggregate grant date fair value of $7.5 million, were issued to certain employees. These awards included an immediate vesting of 20% of the shares as well as specific performance-based metrics to be met in year one and year two of the issuance. These awards were fully vested, using the accelerated attribution method according to ASC 718, during the year ended December 31, 2024.

In March 2024, PSUs representing an aggregate of approximately 65,000 shares of common stock were granted to certain officers of the Company. The PSUs vest over a period of three years from the grant date based on continuous service, with the number of shares earned (50% to 200% of the target awarded) depending upon the extent to which the Company achieves certain financial and market performance targets measured over the period beginning January 1, 2024 and ending December 31, 2026. Approximately one-third of the PSUs were valued at $79.27 per PSU based on the Company's common stock price on the grant date, and the financial targets for vesting are based on the Company's achievement of certain revenue metrics. The Company recognizes the grant-date fair value of these PSUs as stock-based compensation expense ratably over the vesting period based on the number of awards expected to vest at each reporting date. The remaining PSUs were valued 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. The Company recognizes the grant-date fair value of these awards as stock-based compensation expense ratably over the vesting period. Approximately one-third of the performance target for vesting is based on total shareholder return relative to the Company's peer group, with each PSU valued at $134.75. The remaining one-third have a vesting performance target based on a specific market price, with each PSU valued at $20.25.

In August 2024, an aggregate of 104,000 PSUs were issued to certain employees of the Company with a performance period ending on December 31, 2025. The PSUs were valued at $39.40 per unit based on the Company's common stock price on the grant date. A total of 87,000 shares vest dependent on the Company meeting specific market share MULO+C metrics for each of the years ending December 31, 2024, and 2025. Should the performance goal not be met by the period ended December 31, 2024, the portion of shares shall remain outstanding and vest if the December 31, 2025 goal is met. The remaining 17,000 shares vest if the Company meets a cumulative international revenue target, in 2024 and 2025 to be achieved by December 31, 2025.

The Company grants PSUs throughout the year, which vest based on the achievement of various performance metrics over different service periods. These performance criteria include financial or market-based targets. Awards tied to financial targets are assessed for the probability of achieving the goal, which determines whether the related expense will be recognized.
A summary of the Company’s PSU activity for the years ended December 31, 2024 and 2023 is presented in the following table:
20242023
Shares (000’s)
Weighted
Average
Grant Date
Fair Value
Shares (000’s)
Weighted
Average
Grant Date
Fair Value
Unvested at beginning of period123$29.43 228$30.49 
Granted175 52.78 — — 
Vested(78)32.76(92)32.76
Forfeited and cancelled— — (13)24.87
Unvested at end of period220$47.41 123$29.43 
Unrecognized compensation expense related to outstanding PSUs issued to employees as of December 31, 2024, was approximately $5.4 million and is expected to be expensed over the next 1.8 years.
Issuance of Common Stock Pursuant to Exercise of Stock Options and Other Awards
During the year ended December 31, 2024, the Company issued an aggregate of 3.3 million shares of common stock under the 2015 Plan and received aggregate proceeds of approximately $3.9 million.
During the year ended December 31, 2023, the Company issued an aggregate of 2.6 million shares of common stock under the 2015 Plan and 2006 Plan and received aggregate proceed of approximately $2.3 million.
To cover employees’ tax withholding obligations, the Company uses net settlement, withholding shares upon vesting and paying the related taxes. For the year ended December 31, 2024, $2.3 million related to these net settlements was recorded and is reflected as repurchase of common stock related to tax withholdings in the consolidated statements of changes in stockholders' equity and mezzanine equity as well as in the consolidated statements of cash flows. No amount was recorded for the same periods in the prior year.
v3.25.0.1
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2024
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 for 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 reporting, books and records, internal accounting controls, and disclosure controls and procedures violations. The Company paid a $3.0 million civil penalty, and the investigation is now concluded with respect to the Company.
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 are alleged to have artificially inflated the Company’s stock price and caused the Company to restate, in 2022, its previously issued financial statements as of and for 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, by stockholder Doreen R. Lampert (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 Securities Exchange Act of 1934 (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, by stockholder Jennifer Hammond (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, by stockholder Nicholas R. Ingrao (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, by stockholder Dana Hepworth (the “Hepworth Derivative Acton”). 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, a single complaint containing substantially similar allegations as those dismissed actions was filed in the U.S. District Court for the District of Nevada, by the same stockholders (the “Hammond and Hepworth Derivative Action”).

On December 2, 2024, the parties to the Lampert Derivative Action, the Ingrao Derivative Action, and the Hammond and Hepworth Derivative Action (collectively, the “Derivative Actions”) executed a Stipulation and Agreement of Settlement (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 January 23, 2025, the Court in the Ingrao Derivative Action entered a Preliminary Approval Order, setting a final approval hearing date for March 27, 2025. The settlement remains subject to final approval by the Court. The only monetary component of the Stipulation of Settlement is a $1.0 million fee and expense award to counsel for plaintiffs in the Derivative Actions, which is reflected in accrued expenses in the consolidated balance sheet as of December 31, 2024. The Lampert Derivative Action and the Hammond and Hepworth Derivative Action remain stayed.

Securities Litigation Concerning the PepsiCo Inc. Distribution Agreement

The Company and its CEO and CFO have been named as defendants in two putative securities class actions, both pending 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 complaint was filed on behalf of stockholders who purchased shares of the Company’s stock between February 29, 2024 and September 4, 2024. The second putative securities class action was filed on January 14, 2025. The complaint also asserted 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 complaint was filed on behalf of stockholders who purchased shares of the Company’s stock or sold put options between February 29, 2024, and September 4, 2024. Two motions to consolidate these putative securities class actions and appoint Lead Plaintiff and Lead Counsel remain pending before the Court.

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 separate derivative actions pending in federal and state court in Nevada, both 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 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 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 third of these derivative actions was filed on February 7, 2025, in District Court, Clark County, Nevada. 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 complaint asserts claims for (i) breach of fiduciary duty, and (ii) unjust enrichment.

The Company believes that the claims asserted in the putative securities class actions and derivative actions are without merit and that the likelihood of any loss is remote. At this time, the Company is unable to predict the outcome of these lawsuits, the potential loss or range of losses, if any, associated with the resolution of these lawsuits or any potential effect they may have on the Company or its operations. 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 Celsius purchasers, 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.

The Company believes that the claims asserted in this putative class action are without merit and that the likelihood of any loss is remote. At this time, the Company is unable to predict the outcome of this lawsuit, the potential loss or range of losses, if any, associated with the resolution of this lawsuit or any potential effect it may have on the Company or its operations. The Company will vigorously defend against this allegation.
Strong Arm Productions
On May 4, 2021, Plaintiffs Strong Arm Productions USA, Inc., Tramar Dillard p/k/a 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 April 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 there were strong grounds for appeal. The Company filed a notice of appeal to the Fourth District Court of Appeal (“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 jury’s verdict and directing a retrial on that issue, while affirming the jury’s finding of liability. On December 19, 2024, the Company requested the DCA rehear the appeal, and on February 6, 2025, the DCA denied that rehearing request. The Company intends to continue to vigorously challenge the judgment through the appeal processes.
As a result of the February 6, 2025 decision, the Company estimated a range of possible outcomes between $54.9 million and $95.8 million, inclusive of interest and fees. The Company accrued a liability at the low end of the range in the amount of $54.9 million, reflected in accrued expenses in the consolidated balance sheet as of December 31, 2024. The ultimate amount of the judgement that the Company may be required to pay will also include interest incurred between December 31, 2024 and the payment date, which 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.
Commitments
The Company has entered into distribution agreements that provide for the payment of liquidated damages in the event that the Company terminates the distribution agreements without cause. Cause has been defined in various ways. If management makes the decision to terminate an agreement without cause, an estimate of expected damages is accrued, and an expense is recorded within selling, general and administrative expenses for the period in which termination was initiated.
As of December 31, 2024, the Company had purchase commitments to third parties of $494.1 million. These purchase obligations are primarily related to third-party suppliers and have arisen through the normal course of business. Contracts that specify that the Company will purchase all or a portion of its requirements of a specific product or service from a supplier, but do not include a fixed or minimum quantity, are excluded from the obligations quantified above.
As of December 31, 2024, the Company had long term contractual obligations aggregating to approximately $27.5 million, which related primarily to suppliers, sponsorships and other related marketing activities.
v3.25.0.1
SEGMENT REPORTING
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
SEGMENT REPORTING SEGMENT REPORTING
The Company operates in multiple geographical regions and functions as a single operating segment because its operations and strategies are centrally designed and executed, and remain significantly similar across these regions. The CODM, who is the Company’s Chief Executive Officer, evaluates operating results and allocates resources on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations. As a result, the Company is managed as a single operating segment and has a single reportable segment. The primary financial measure reviewed by the CODM is net income (loss).

The following table reflects certain financial data for the Company's single reportable segment:

For the years ended December 31,
 202420232022
Revenue$1,355,630 $1,318,014 $653,604 
Cost of sales (excluding freight) 624,677 626,205 355,954 
Freight50,746 58,670 26,781 
Gross Profit680,207 633,139 270,869 
Selling and Marketing Expenses(350,794)(264,108)(352,883)
General and Administrative Expenses(173,685)(102,665)(75,787)
Other Income39,322 25,383 5,137 
Net Income (loss) before provision for income taxes$195,050 $291,749 $(152,664)
Provision for income taxes(49,976)(64,948)(34,618)
Net income (loss)$145,074 $226,801 $(187,282)
v3.25.0.1
ACQUISITION
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITION ACQUISITION
On November 1, 2024 (the “Acquisition Date”), pursuant to a membership interest purchase agreement (the "Acquisition Agreement"), the Company acquired 100% of the outstanding voting equity interests of Big Beverages, a co-packer located in Huntersville, North Carolina (the "Acquisition"). Prior to the Acquisition, Big Beverages was a longtime co-packer for Celsius products. The Acquisition provides Celsius with in-house manufacturing capacity including access to a 168,480 square-foot manufacturing, a 123,830 square-foot warehouse facility and a skilled workforce, which is expected to provide greater supply chain control, quicker innovation cycles and greater production flexibility. Since November 1, 2024, the results of Big Beverages operations have been included in the Company’s consolidated financial statements.
The Company accounted for the Acquisition as a purchase of a business under ASC 805, Business Combinations, and the Company engaged a third-party valuation firm to assist with the valuation of assets acquired and liabilities assumed. Under the Acquisition Agreement, all outstanding interests of Big Beverages were acquired for cash consideration with a provisional value totaling $75.3 million, which is net of the $1.5 million cash as of the acquisition date.
Under the acquisition method of accounting, the assets acquired and liabilities assumed were recorded as of the Acquisition Date at their respective fair values and were consolidated with the Company's accounting records. The consideration and purchase price information were prepared using a preliminary valuation and are subject to adjustment upon finalization of the analysis.
The preliminary fair values of assets acquired and liabilities assumed are set forth in the table below. The excess of the total purchase consideration over the aggregate Acquisition Date fair value of identifiable net assets acquired was recorded as goodwill. The entire goodwill amount is expected to be deductible for tax purposes. Additional tax goodwill was recognized as a result of a favorable lease intangible asset having a carrying amount but no corresponding tax basis. Deferred tax assets and deferred tax liabilities recognized in connection with the acquisition fully offset, resulting in a net impact of zero.
The preliminary Acquisition Date values were determined through established and generally accepted valuation techniques and are subject to change during the measurement period as valuations are finalized. As a result, the Acquisition accounting is not complete and additional information that existed at the Acquisition Date may become known to the Company during the remainder of the measurement period. The Company uses the cost approach to estimate the value of acquired property, plant and equipment, which reflects the amount that would be required currently to replace the service capacity of an asset. We have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. As of the filing date of this Annual Report on Form 10-K, the Company is still in the process of valuing Big Beverages' assets, such as intangible assets and property, plant and equipment and liabilities, including those related to income tax.
At November 1, 2024
ASSETS
Cash
$1,476 
Accounts receivable
269 
Prepaid expenses and other current assets523 
Property, plant and equipment
13,254 
Right of use assets-operating leases
11,166 
Intangibles
1,400 
LIABILITIES
Accounts payable
(233)
Accrued expenses
(333)
Other liabilities
(50)
Lease liability operating leases - current
(2,186)
Lease liability operating leases - non-current
(6,731)
Net identifiable assets acquired18,555 
Goodwill
58,257 
Total purchase consideration
$76,812 
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 Years
At November 1, 2024
Customer relationships
6$900 
Trade name
3500 
Intangibles
$1,400 
The fair value of intangible assets was determined using discounted cash flow models incorporating Level 3 assumptions. Customer relationships were valued using the multi-period excess earnings method, while the trade name was assessed under the relief-from-royalty method.
The goodwill recognized is attributable to synergies which are expected to enhance and expand the Company’s overall product portfolio, manufacturing capabilities and Big Beverages' assembled workforce. All goodwill was allocated to the Company’s single reporting unit.
The Company incurred acquisition and integration costs of approximately $0.3 million for the year ended December 31, 2024. These include legal and accounting costs and have been recognized in selling, general and administrative expenses.
v3.25.0.1
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
On February 20, 2025, the Company entered into a Membership Interest Purchase Agreement (the “Alani Nu Purchase Agreement”) to acquire Alani Nutrition LLC (“Alani Nu”) from its existing owners (the “Sellers”), including certain individual shareholders and related trusts, as well as Congo Brands Holding Company LLC (“Congo”).

Celsius has agreed to acquire all issued and outstanding membership interests of Alani Nu for a total consideration between $1,775.0 million and $1,800.0 million, which includes $1,275.0 million in cash, subject to adjustments, approximately 22.5 million shares of Celsius common stock valued at $500.0 million based on the volume-weighted average price of Celsius common stock for the 10 trading days ended February 18, 2025, and up to $25.0 million in additional cash consideration, contingent upon Alani Nu achieving a specified net revenue target in 2025.
The acquisition is expected to close in the second quarter of 2025, subject to regulatory approval and other customary closing conditions.

The Alani Nu Purchase Agreement contains customary termination rights, including that the parties may terminate the Alani Nu Purchase Agreement if the transactions shall not have been consummated within nine months following the date of the Alani Nu Purchase Agreement, subject to two automatic three-month extensions in certain circumstances. If the Alani Nu Purchase Agreement is terminated under certain circumstances relating to the failure to obtain antitrust approvals, or as a result of a final and non-appealable injunction, judgment or order arising under antitrust laws prohibiting the transaction, Celsius will be required to pay Alani Nu a $53.3 million cash termination fee.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net income (loss) $ 145,074 $ 226,801 $ (187,282)
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
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. Our internal cybersecurity committee (the "Cybersecurity Committee"), which includes our Chief Financial Officer and key representatives from the Finance, Information Technology ("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, which includes more than twenty years of experience in cybersecurity and information technology, with focused expertise on cybersecurity strategy, architecture, policy, and processes. 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 a Cybersecurity Incident Assessment and Reporting Policy (the "Cyber Incident Policy").
Our Vice President of IT is tasked with continuously monitoring our systems and networks for potential cybersecurity threats. The IT department monitors for 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, 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, to report on our cybersecurity infrastructure and processes to our senior management and to the Enterprise Risk and Audit Committee (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 Vice President of IT 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. Our internal cybersecurity committee (the "Cybersecurity Committee"), which includes our Chief Financial Officer and key representatives from the Finance, Information Technology ("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, which includes more than twenty years of experience in cybersecurity and information technology, with focused expertise on cybersecurity strategy, architecture, policy, and processes. 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 a Cybersecurity Incident Assessment and Reporting Policy (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] true
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 Vice President of IT 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 experienced a cybersecurity incident that had a material impact on our business strategy, results of operations, or financial condition. We continue to monitor potential cybersecurity threats and incorporate findings into our risk management strategies.
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 Vice President of IT 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 Vice President of IT 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, which includes more than twenty years of experience in cybersecurity and information technology, with focused expertise on cybersecurity strategy, architecture, policy, and processes.
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 Vice President of IT 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
v3.25.0.1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation
Basis of Presentation — The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the "SEC").
Principles of Consolidation — The consolidated financial statements of the Company 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.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period's presentation in the consolidated financial statements and accompanying notes. Specifically, Accounts payable and Accrued expenses were previously combined but are now presented as separate line items on the consolidated statements of cash flows.
In accordance with Rule 4-08(k)(1), Rule 5-02, and Rule 5-03 of Regulation S-X, certain related party transactions previously disclosed in Note 11. Related Party Transactions, are now presented on the face of the consolidated balance sheets, consolidated statements of operations and comprehensive income, and consolidated statements of cash flow for all periods presented.
Common Stock Split
Common Stock Split — On November 13, 2023, the Company effected a three-for-one stock split to stockholders of record on such date (the "Forward Stock Split"). For clarity and consistency in financial reporting, all shares, restricted stock units, performance stock units, 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 stock split for all periods presented.
Business Combinations Policy
Business Combinations — The Company accounts for business combinations in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations ("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 reflected as a prospective adjustment to goodwill.
Transaction costs associated with acquisitions, such as advisory, legal, and consulting fees, are expensed as incurred.
Goodwill and intangible assets recognized as part of acquisitions are subsequently tested for impairment in accordance with the Company’s accounting policy for goodwill and indefinite-lived intangible assets. See Note 9. Goodwill and Intangibles for further discussion of impairment testing.
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 chief operating decision maker (the "CODM"), who is the Chief Executive Officer, to assess performance and allocate resources, see Note 16. Segment Reporting.
Although the Company operates in multiple geographical regions, it functions as a single operating segment because its operations and strategies are centrally designed and executed and remain significantly similar across these regions. The CODM evaluates operating results and allocates resources on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations. As a result, the Company is managed as a single operating segment and has a single reportable segment.
Significant Estimates
Significant Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, 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 judgements 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, the allowance for current expected credit losses, leases, 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, and the valuation of stock-based compensation.
Concentrations of Risk
Concentrations of Risk — The majority of the Company’s revenue is derived from the sale of CELSIUS® functional energy drinks. Powder sales accounted for approximately 4.7%, 3.7% and 4.1% of revenue for the years ended December 31, 2024, 2023 and 2022.
Cash Equivalents Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less, when purchased to be cash equivalents.
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 sales and related accounts receivable, as it generally does not require collateral from its customers. The Company’s expected loss allowance for accounts receivable is determined using historical collection experience, current and expected future economic and market conditions, an assessment of the current status of customers’ trade accounts receivables, and where available, an evaluation of the financial condition and credit ratings of larger customers, including credit reports. Customers are pooled based on common risk factors, and the Company reassesses these customer pools on a periodic basis. The allowance for credit losses is based on aging of the accounts receivable balances and estimated credit loss percentages. The Company estimated expected credit losses for its note and royalty receivable related to Qifeng Food Technology (Beijing) Co. Ltd ("Qifeng") by assessing credit risk using the probability of default and incorporating forward-looking information. Based on this assessment, the related receivables were fully written off during the year ended December 31, 2024.
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 5. Inventories for more information.
Deferred Costs Deferred Costs — The Company deferred the excess of the Series A Shares' fair value over the proceeds received from Pepsi as part of the Distribution Agreement. These deferred costs are amortized over the twenty-year term of the agreement, aligning the recognition of the costs with the benefits derived from the agreement.
Property 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. Routine repairs and maintenance that do not improve or extend the useful life 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 (Loss). See Note 7. Property, Plant and Equipment for more information.
Leases
Leases — The Company follows the provisions of ASC Topic 842, Leases ("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. 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 the arrangement contains a lease, the Company records a right-of-use asset and a lease liability, initially recognized based on the discounted 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 exclude 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.
Long-Lived Assets Long-Lived Assets — In accordance with ASC Topic 360, Property, Plant, and Equipment the Company reviews the carrying value of long-lived assets, 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 may not be recoverable. An impairment loss is recognized for a long-lived asset 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 over its remaining useful life and final disposition
Goodwill and Intangible Assets
Goodwill and Intangible Assets— Indefinite-lived intangible assets and goodwill are not amortized but instead, are evaluated for impairment at least annually on October 1st, or when events indicate that an impairment exists.
In the qualitative 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 performs its goodwill impairment analysis at the reporting unit level, consisting of one reporting unit, as of October 1, 2024.
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 year ended December 31, 2024 or December 31, 2023.
The addition of the Pepsi distribution network in 2022 shifted the Company’s primary focus to the U.S. market, and as a result it was determined that impairment indicators for the Func Food brand's indefinite-lived intangible asset were present. The Company does not anticipate focusing on the expansion of Func Food branded products and the Company plans to focus on Celsius branded products. As a result of the strategic shift, which the Company considered a triggering event, the Company quantitatively tested the Func Foods' brand name for impairment utilizing the relief from royalty method to determine its fair value. As a result of the quantitative assessment, the Company recorded an impairment charge of $2.4 million for the year ended December 31, 2022 which is presented within selling, general and administrative expenses, see Note 9. Goodwill and Intangibles.
Other Current Liabilities Other Current Liabilities — Other current liabilities primarily consist of various state beverage container deposits and VAT/GST payables.
Deferred Revenue, Revenue Recognition, Shipping and Handling Costs Deferred Revenue — The Company may receive payments from new distributors in territories as reimbursement for contract termination costs paid to the prior distributors in those territories. Amounts received pursuant to these new or amended distribution agreements entered into with certain distributors relating to the costs associated with terminating the Company’s prior distributors are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective new or amended distribution agreements
Revenue Recognition — The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. 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 for more information.
Shipping and Handling Costs — Shipping and handling costs for freight charges on goods shipped are included in cost of revenue.
Distributor Termination Fees Distributor Termination Fees — For the years ended December 31, 2024 and December 31, 2023 termination fees related to termination charges associated with certain prior distributors were immaterial. The Company incurred approximately $193.8 million in such expenses for the year ended December 31, 2022. These costs were included in selling, general and administrative expenses upon termination of the distributor agreements.
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.
Advertising Costs Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company mainly uses targeted marketing initiatives, such as sporting events, print, radio, and television advertising, alongside direct sponsorships and endorsements.
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.
Foreign Currency Gain/Loss
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 as foreign exchange gain (loss). For the years ended December 31, 2024, 2023 and 2022, the Company recognized net foreign exchange losses of approximately $1.7 million, $1.2 million, and $0.4 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 other comprehensive (loss) income as foreign currency translation adjustments, net of income tax. For the years ended December 31, 2024, 2023 and 2022 the Company experienced a foreign currency translation net loss of approximately $2.5 million, a net gain of $1.2 million and a net loss of approximately $2.5 million, respectively.
The Company's operations in different countries required that it primarily transacted in the following currencies for the year ended December 31, 2024:

Australian Dollar,
Canadian Dollar,
Chinese Yuan,
Euro,
Hong Kong Dollar,
New Zealand Dollar,
Pound Sterling, and
Swedish Krona.
Fair Value of Financial Instruments
Fair Value of Financial Instruments — ASC 820, Fair Value Measurement ("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. These inputs are prioritized below:
Level 1:
Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:
Unobservable inputs, which rely on the reporting entity’s assumptions when there is little or no market data.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, note receivable, and accrued expenses approximate fair value due to their short-term maturities and market interest rates.
Income Taxes
Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, Accounting for Income Taxes. This approach requires, among other things, an asset and liability approach to calculating deferred income taxes, and recognizing deferred tax assets and liabilities for expected future tax consequences stemming from temporary differences between asset and liability carrying amounts and their tax bases. A valuation allowance is established to offset any net deferred tax assets for which management believes it is more-likely-than-not that the net deferred asset will not be realized.
Earnings per Share
Earnings per Share — The Company computes earnings per share ("EPS") in accordance with ASC Topic 260, Earnings per Share (“ASC 260”), which requires that basic earnings per share of common stock are 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 stock (e.g., common stock and participating preferred 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 common stock and a company’s participating preferred stockholders. Under the two-class method, earnings for the reporting period are allocated between common stockholders and other security holders based on their respective participation rights in undistributed earnings. The more dilutive of the two-class method or the treasury stock method is used.
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 restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options, and convertible preferred stock. For the computation of diluted EPS, the numerator is adjusted for the reallocation of earnings to participating securities, 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 for more information
Stock-Based Compensation
Stock-Based Compensation — The Company follows the provisions of ASC Topic 718, Compensation — Stock Compensation ("ASC 718") and related interpretations. 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. The Company uses straight-line amortization of compensation expense over the requisite service or vesting period of the grants, where applicable and recognizes forfeitures as they occur. See Note 14. Stock-Based Compensation for more information.
Selling, General and Administrative Expenses Selling, General and Administrative Expenses — Selling, general and administrative expenses include various operating expenses such as warehousing costs after manufacturing, expenses for advertising, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. 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
Recently Adopted and Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (the "FASB") issued ASU ("Accounting Standard Update") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard enhances segment reporting requirements, necessitating detailed disclosures on key segment expenses and other items, including segment profit or loss measures. It also mandates that companies with a single reportable segment provide comprehensive disclosures. The Company adopted the provisions of ASU 2023-07, beginning December 31, 2024, see Note 16. Segment Reporting. The adoption only impacted disclosures and did not have an effect on the Company's financial condition, results of operations or cash flows.
Recently Issued 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 by federal, state, and foreign jurisdictions. The standard becomes effective for public business entities for fiscal years beginning after December 15, 2024. Prospective application is permitted. The Company expects ASU 2023-09 to impact only disclosures with no effect on the Company's financial condition, results of operations or cash flows. The Company is currently assessing the impact of ASU 2023-09 on the financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to enhance expense disclosures by requiring more detailed information on the types of expenses included in certain captions within the consolidated financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of adopting ASU 2024-03 on the financial statements and disclosures.
v3.25.0.1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of Revenue & Accounts Receivable with Customers
Revenue from customers accounting for more than 10.0% of total revenue for the years ended December 31, 2024, 2023 and 2022 was as follows:
202420232022
Pepsi54.7 %59.4 %22.2 %
Costco11.6 %12.0 %16.7 %
All others
33.7 %28.6 %61.1 %
Total100.0 %100.0 %100.0 %
Accounts receivable from customers accounting for more than 10.0% of total accounts receivable at December 31, 2024 and 2023 were as follows:
20242023
Pepsi62.2 %69.0 %
Costco10.2 %3.7 %
All others
27.6 %27.3 %
Total100.0 %100.0 %
Schedule of Accounts Receivable Allowance for Credit Loss
Changes in the allowance for expected credit losses for the year ended December 31, 2024 were as follows:
Allowance for Expected Credit Losses
Balance as of December 31, 2023$3,137 
Other current period change for expected credit losses7,997 
Write off(5,856)
Balance as of December 31, 2024$5,278 
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 and excludes goodwill and indefinite-lived intangibles, for individual countries that represent a significant portion of the total:
December 31,
2024		December 31,
2023
North America
$72,115 $24,316 
Finland10,950 12,153 
Ireland3,599 — 
Sweden2,523 2,212 
Other29 29 
Long-lived assets related to foreign operations17,101 14,394 
Long-lived assets-net$89,216 $38,710 
Goodwill and Intangible Assets— Indefinite-lived intangible assets and goodwill are not amortized but instead, are evaluated for impairment at least annually on October 1st, or when events indicate that an impairment exists.
In the qualitative 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 performs its goodwill impairment analysis at the reporting unit level, consisting of one reporting unit, as of October 1, 2024.
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 year ended December 31, 2024 or December 31, 2023.
The addition of the Pepsi distribution network in 2022 shifted the Company’s primary focus to the U.S. market, and as a result it was determined that impairment indicators for the Func Food brand's indefinite-lived intangible asset were present. The Company does not anticipate focusing on the expansion of Func Food branded products and the Company plans to focus on Celsius branded products. As a result of the strategic shift, which the Company considered a triggering event, the Company quantitatively tested the Func Foods' brand name for impairment utilizing the relief from royalty method to determine its fair value. As a result of the quantitative assessment, the Company recorded an impairment charge of $2.4 million for the year ended December 31, 2022 which is presented within selling, general and administrative expenses, see Note 9. Goodwill and Intangibles.
v3.25.0.1
EARNINGS PER SHARE (Tables)
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
For the years ended December 31,
202420232022
Numerator:
Net income (loss)$145,074 $226,801 $(187,282)
Dividends on Series A convertible preferred stock(27,500)(27,462)(11,526)
Income allocated to participating preferred stock(10,117)(17,348)— 
Net income (loss) attributable to common stockholders$107,457 $181,991 $(198,808)
Effect of dilutive securities:
Allocation of earnings to participating securities
$10,117 $17,348 $— 
Reallocation of earnings to participating securities
(9,971)(16,934)— 
Net income (loss) available to common stockholders after assumed conversions$107,603 $182,405 $(198,808)
Denominator:
Weighted average basic common shares outstanding, basic[1]
233,667 230,784 226,947 
Dilutive effect of common shares
3,737 6,180 — 
Weighted-average common shares outstanding, diluted237,404 236,964 226,947 
Earnings per share:[1]
Basic$0.46 $0.79 $(0.88)
Diluted
$0.45 $0.77 $(0.88)
(1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.
v3.25.0.1
REVENUE (Tables)
 12 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Net Sales by Reporting Segment
Information about the Company’s revenues by geographical location for the years ended December 31, 2024, 2023 and 2022 was as follows:
For the years ended
December 31,
2024		December 31,
2023		December 31,
2022
North America$1,280,894 $1,263,341 $617,457 
Europe61,696 43,722 31,054 
Asia-Pacific
5,658 4,755 3,647 
Other7,382 6,196 1,446 
Revenue$1,355,630 $1,318,014 $653,604 
v3.25.0.1
INVENTORIES (Tables)
 12 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories-net consists of the following:
December 31,
2024		December 31,
2023
Finished goods$108,786 $184,434 
Raw materials
27,088 49,022 
Less: inventory reserve(4,709)(4,181)
Inventories-net
$131,165 $229,275 
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT (Tables)
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
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,
2024		December 31,
2023
Merchandising equipment - coolers
3-7
$39,231 $21,908 
Vehicles
5
12,237 6,143 
Machinery and equipment
7-15
10,136 — 
Office equipment
3-7
2,228 1,467 
Leasehold improvements
3-5
2,561 — 
Less: accumulated depreciation(10,791)(4,650)
Property, plant and equipment$55,602 $24,868 
v3.25.0.1
LEASES (Tables)
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Lease Cost, Supplemental Cash Flow Information and Non-Cash Activity and Weighted-Average Remaining Lease Terms
The components of lease costs were as follows:
For the years ended December 31,
202420232022
Operating lease costs$2,145 $814 $664 
Amortization of right of use assets- finance lease126 86 110 
Lease costs$2,271 $900 $774 
Supplemental cash flow information and non-cash activity were as follows:
For the years ended December 31,
202420232022
Cash paid for amounts related to lease liabilities:
Operating cash flows from finance leases (interest)$11 $7 $7 
Operating cash flows from operating leases1,684 836 670 
Financing cash flows from finance leases (principal)61 44 63 
Non-cash lease activity:
Right-of-use assets obtained in exchange for lease obligations$21,934 $1,816 $731 

Weighted-average remaining lease terms and discount rates:
For the years ended December 31,
20242023
2022
Weighted-average remaining lease terms in years
Operating leases5.292.892.02
Finance leases1.812.302.69
Weighted-average discount rate
Operating leases5.23 %6.77 %6.52 %
Finance leases4.14 %3.92 %3.00 %
Schedule of Operating Lease Maturity
The aggregate annual lease obligations at December 31, 2024, were as follows:
Operating LeasesFinance Leases
2025$3,888 $111 
20264,838 181 
20274,804 14 
20283,751 24 
20293,494 — 
Thereafter2,267 — 
Total future minimum lease payments$23,042 $330 
Less: amounts representing interest3,103 19 
Present value of lease liabilities19,939 311 
Less: current portion3,265 100 
Long-term portion$16,674 $211 
Schedule of Financing Lease Maturity
The aggregate annual lease obligations at December 31, 2024, were as follows:
Operating LeasesFinance Leases
2025$3,888 $111 
20264,838 181 
20274,804 14 
20283,751 24 
20293,494 — 
Thereafter2,267 — 
Total future minimum lease payments$23,042 $330 
Less: amounts representing interest3,103 19 
Present value of lease liabilities19,939 311 
Less: current portion3,265 100 
Long-term portion$16,674 $211 
v3.25.0.1
GOODWILL AND INTANGIBLES (Tables)
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Accumulated Amortization of Intangible Assets
The carrying amount and accumulated amortization of intangible assets, net of the impact of foreign exchange rate fluctuations as of December 31, 2024 and December 31, 2023, were as follows:
Estimated Useful
Life in Years		December 31,
2024		December 31,
2023
Definite-lived intangible assets
Customer relationships
6-25
$13,970 $13,911 
Trade name
3
500 — 
Less: accumulated amortization(2,692)(2,233)
Definite-lived intangible assets, net$11,778 $11,678 
Indefinite-lived intangible assets
Brands$435 $461 
Intangibles-net
$12,213 $12,139 
Schedule of Future Estimated Amortization Expense
The following is the future estimated annualized amortization expense related to customer relationships and certain trade names:
2025$835 
2026835 
2027807 
2028669 
2029669 
Thereafter7,963 
Total$11,778 
v3.25.0.1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)
 12 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Expenses
Accrued expenses consisted of the following:
December 31,
2024		December 31,
2023
Accrued legal63,328 7,633 
Accrued marketing
34,774 18,252 
Unbilled purchases13,754 11,851 
Contractual co-packer obligations9,350 — 
Accrued freight5,098 2,267 
Other accrued expenses
22,476 22,117 
Accrued expenses$148,780 $62,120 
v3.25.0.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Domestic and Foreign Components
The domestic and foreign components of the Company's income (loss) before provision for income taxes were as follows:
202420232022
Domestic$266,060 $291,203 $(151,551)
Foreign(71,010)546 (1,113)
Net income (loss) before provision for income taxes$195,050 $291,749 $(152,664)
Schedule of Provision for Income Taxes
The provision for income tax expense consisted of the following:
Current202420232022
Domestic$43,321 $79,840 $10,498 
State and local
15,536 27,596 2,601 
Foreign294 192 — 
Current federal, state and local, tax expense$59,151 $107,628 $13,099 
Deferred202420232022
Domestic$1,000 $(34,535)$18,558 
State and local(178)(8,261)4,034 
Foreign(9,997)116 (1,073)
Deferred federal, state and local, tax expense$(9,175)$(42,680)$21,519 
Provision for income taxes$49,976 $64,948 $34,618 
Schedule of Effective Rate on Income Before Provision (Benefit) for Income Taxes
The reconciliation of the U.S. federal statutory rate to the effective rate on net income (loss) before taxes is as follows:
 202420232022
U.S. Statutory federal rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit6.2 %4.7 %(3.9)%
Earnings in jurisdictions with tax rates differing from U.S. federal rate3.3 %0.1 %— %
Tax effect of Pepsi valuation premium— %— %(38.9)%
Stock based compensation(5.2)%(3.4)%(0.9)%
Change in valuation allowance(0.7)%(0.3)%0.4 %
Change in deferred balances0.2 %0.3 %— %
Other0.9 %(0.2)%(0.4)%
Effective tax rate25.7 %22.2 %(22.7)%
Schedule of Deferred Tax Assets
Deferred tax assets and liabilities consisted of the following:
December 31,
2024		December 31,
2023
Net operating loss carryforwards$10,869 $3,441 
Foreign disallowed interest carryforwards739 — 
Deferred revenue
43,289 45,907 
Fixed assets(7,742)(3,338)
Pepsi valuation premium(64,356)(68,250)
Right of use liability3,566 157 
Right of use asset(4,527)(275)
Distributor termination fees33,960 40,429 
Stock-based compensation2,728 4,892 
Accrued legal
14,562 977 
Inventory allowance6,033 8,244 
Intangibles(1,825)(2,495)
Total deferred tax assets 37,296 29,689 
Valuation allowance(927)(2,496)
Net deferred tax assets$36,369 $27,193 
Schedule of Reconciliation of the Beginning and Ending Amounts of Unrecognized Tax Benefits
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
20242023
Gross unrecognized tax benefit, beginning of period$1,257 $702 
Additions based on tax positions related to the current year410 555 
Additions based on tax positions related to the prior years— — 
Reductions due to lapse in statute of limitations and settlements(255)— 
Gross unrecognized tax benefit, end of period$1,412 $1,257 
Summary 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
2021-2023
U.S. State and local
2020-2023
Non-U.S.
2018-2023
v3.25.0.1
STOCK-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Outstanding Stock Options
A summary of the status of the Company’s outstanding stock options as of December 31, 2024 and changes during the period are as follows:
Shares
(000’s)
Weighted Average Exercise
Price
Aggregate
Intrinsic
Value
(000’s)(1)
Weighted
Average
Remaining
Term (Yrs)
At December 31, 20234,918 $3.81 $249,541 4.45
Exercised(2,490)$1.54 $112,423 — 
Forfeited and cancelled— — — — 
At December 31, 20242,428 $6.13 $49,057 4.75
Exercisable at December 31, 20242,428 $6.13 $49,057 4.75
(1) The intrinsic value represents the amount by which the fair value of the Company's common stock exceeds the option exercise price as of December 31, 2024.
Schedule of Restricted Stock Unit Activity
A summary of the Company’s restricted stock unit activity for the years ended December 31, 2024 and 2023 is presented in the following table:
20242023
Shares (000’s)
Weighted
Average
Grant Date
Fair Value
Shares (000’s)
Weighted
Average
Grant Date
Fair Value
Unvested at beginning of period1,218$26.13 1,617$20.24 
Granted37762.6546836.41
Vested(715)23.17(670)19.65
Forfeited and cancelled(79)39.00(197)24.35
Unvested at end of period801$44.76 1,218$26.13 
Schedule of Stock-Based Awards Issued to Non-Employee Consultants
A summary of the Company’s PSU activity for the years ended December 31, 2024 and 2023 is presented in the following table:
20242023
Shares (000’s)
Weighted
Average
Grant Date
Fair Value
Shares (000’s)
Weighted
Average
Grant Date
Fair Value
Unvested at beginning of period123$29.43 228$30.49 
Granted175 52.78 — — 
Vested(78)32.76(92)32.76
Forfeited and cancelled— — (13)24.87
Unvested at end of period220$47.41 123$29.43 
v3.25.0.1
SEGMENT REPORTING (Tables)
 12 Months Ended
Dec. 31, 2024
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,
 202420232022
Revenue$1,355,630 $1,318,014 $653,604 
Cost of sales (excluding freight) 624,677 626,205 355,954 
Freight50,746 58,670 26,781 
Gross Profit680,207 633,139 270,869 
Selling and Marketing Expenses(350,794)(264,108)(352,883)
General and Administrative Expenses(173,685)(102,665)(75,787)
Other Income39,322 25,383 5,137 
Net Income (loss) before provision for income taxes$195,050 $291,749 $(152,664)
Provision for income taxes(49,976)(64,948)(34,618)
Net income (loss)$145,074 $226,801 $(187,282)
v3.25.0.1
ACQUISITION (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The preliminary fair values of assets acquired and liabilities assumed are set forth in the table below. The excess of the total purchase consideration over the aggregate Acquisition Date fair value of identifiable net assets acquired was recorded as goodwill. The entire goodwill amount is expected to be deductible for tax purposes. Additional tax goodwill was recognized as a result of a favorable lease intangible asset having a carrying amount but no corresponding tax basis. Deferred tax assets and deferred tax liabilities recognized in connection with the acquisition fully offset, resulting in a net impact of zero.
The preliminary Acquisition Date values were determined through established and generally accepted valuation techniques and are subject to change during the measurement period as valuations are finalized. As a result, the Acquisition accounting is not complete and additional information that existed at the Acquisition Date may become known to the Company during the remainder of the measurement period. The Company uses the cost approach to estimate the value of acquired property, plant and equipment, which reflects the amount that would be required currently to replace the service capacity of an asset. We have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. As of the filing date of this Annual Report on Form 10-K, the Company is still in the process of valuing Big Beverages' assets, such as intangible assets and property, plant and equipment and liabilities, including those related to income tax.
At November 1, 2024
ASSETS
Cash
$1,476 
Accounts receivable
269 
Prepaid expenses and other current assets523 
Property, plant and equipment
13,254 
Right of use assets-operating leases
11,166 
Intangibles
1,400 
LIABILITIES
Accounts payable
(233)
Accrued expenses
(333)
Other liabilities
(50)
Lease liability operating leases - current
(2,186)
Lease liability operating leases - non-current
(6,731)
Net identifiable assets acquired18,555 
Goodwill
58,257 
Total purchase consideration
$76,812 
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 Years
At November 1, 2024
Customer relationships
6$900 
Trade name
3500 
Intangibles
$1,400 
v3.25.0.1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) - Transition Agreement - Convertible Preferred Stock
shares in Millions, $ in Millions
Aug. 01, 2022
USD ($)
shares
Business Acquisition [Line Items]  
Stock issued during period (in shares) | shares 1.5
Purchase price | $ $ 550
v3.25.0.1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
$ in Thousands
 12 Months Ended
Nov. 13, 2023
Aug. 01, 2022
Dec. 31, 2024
USD ($)
segment
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Product Information [Line Items]          
Stock split conversion ratio 3        
Number of operating segments | segment     1    
Number of reporting segments | segment     1    
Cash, uninsured amount     $ 889,200 $ 755,500  
Impairment charge         $ 2,400
State beverage container deposit     12,600 10,100  
Value added tax payment     1,700 800  
Other current liabilities     1,500    
Freight     50,700 58,700 26,800
Marketing and advertising expense     221,600 160,000 85,100
Research and development expense     1,000 1,700 400
Exchange losses     (1,700) (1,200) (400)
Foreign currency translation (loss) gain, net of income tax     $ (2,549) $ 1,180 $ (2,495)
Product Concentration Risk | Revenue Benchmark | Powder          
Product Information [Line Items]          
Total     4.70% 3.70% 4.10%
Related Party          
Product Information [Line Items]          
Deferred revenue recognition, term   20 years   20 years  
Termination expense         $ 193,800
Minimum          
Product Information [Line Items]          
Property, plant, equipment useful life     3 years    
Maximum          
Product Information [Line Items]          
Property, plant, equipment useful life     15 years    
v3.25.0.1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Customer Concentration (Details) - Customer Concentration Risk
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Revenue Benchmark      
Product Information [Line Items]      
Total 100.00% 100.00% 100.00%
Revenue Benchmark | Pepsi      
Product Information [Line Items]      
Total 54.70% 59.40% 22.20%
Revenue Benchmark | Costco      
Product Information [Line Items]      
Total 11.60% 12.00% 16.70%
Revenue Benchmark | All others      
Product Information [Line Items]      
Total 33.70% 28.60% 61.10%
Accounts Receivable      
Product Information [Line Items]      
Total 100.00% 100.00%  
Accounts Receivable | Pepsi      
Product Information [Line Items]      
Total 62.20% 69.00%  
Accounts Receivable | Costco      
Product Information [Line Items]      
Total 10.20% 3.70%  
Accounts Receivable | All others      
Product Information [Line Items]      
Total 27.60% 27.30%  
v3.25.0.1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Expected Credit Losses (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Accounting Policies [Abstract]  
Balance as of December 31, 2023 $ 3,137
Other current period change for expected credit losses 7,997
Write off (5,856)
Balance as of December 31, 2024 $ 5,278
v3.25.0.1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-lived Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net $ 89,216 $ 38,710
North America    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net 72,115 24,316
Finland    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net 10,950 12,153
Ireland    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net 3,599 0
Sweden    
Impaired Long-Lived Assets Held and Used [Line Items]    
Long-lived assets-net 2,523 2,212
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 $ 17,101 $ 14,394
v3.25.0.1
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Numerator:      
Net income (loss) $ 145,074 $ 226,801 $ (187,282)
Dividends on Series A convertible preferred stock [1] (27,500) (27,462) (11,526)
Income allocated to participating preferred stock (10,117) (17,348) 0
Net income (loss) attributable to common stockholders 107,457 181,991 (198,808)
Effect of dilutive securities:      
Allocation of earnings to participating securities 10,117 17,348 0
Reallocation of earnings to participating securities (9,971) (16,934) 0
Net income (loss) available to common stockholders after assumed conversions $ 107,603 $ 182,405 $ (198,808)
Denominator:      
Weighted average basic common shares outstanding, basic (in shares) [2] 233,667 230,784 226,947
Dilutive effect of common shares (in shares) 3,737 6,180 0
Weighted average dilutive common shares outstanding, diluted (in shares) [2] 237,404 236,964 226,947
Earnings per share:      
Basic (in USD per share) [2] $ 0.46 $ 0.79 $ (0.88)
Diluted (in USD per share) [2] $ 0.45 $ 0.77 $ (0.88)
[1] Amounts in this line item are associated with a related party for all periods presented.
[2] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.
v3.25.0.1
EARNINGS PER SHARE - Narrative (Details) - shares
shares in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Earnings Per Share [Abstract]      
Potentially dilutive shares outstanding (in shares) 22.0 22.0 30.6
v3.25.0.1
REVENUE - Schedule of Net Sales by Reporting Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]      
Revenue [1] $ 1,355,630 $ 1,318,014 $ 653,604
North America      
Disaggregation of Revenue [Line Items]      
Revenue 1,280,894 1,263,341 617,457
Europe      
Disaggregation of Revenue [Line Items]      
Revenue 61,696 43,722 31,054
Asia-Pacific      
Disaggregation of Revenue [Line Items]      
Revenue 5,658 4,755 3,647
Other      
Disaggregation of Revenue [Line Items]      
Revenue $ 7,382 $ 6,196 $ 1,446
[1] Includes $742.0 million, $782.3 million and $142.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, from a related party
v3.25.0.1
REVENUE - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 01, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]        
Promotional allowance included as a reduction of revenue   $ 455,100 $ 315,200 $ 158,500
Accrued promotional allowance [1]   135,948 99,787  
Accrued distributor termination fees   $ (248) (3,739) $ 3,986
Written notice for cancellation   12 months    
Related Party        
Disaggregation of Revenue [Line Items]        
Accrued distributor termination fees   $ 227,800 (38,300)  
Pepsi        
Disaggregation of Revenue [Line Items]        
Total payment $ 250,000      
Accrued distributor termination fees $ 227,800   $ (34,800)  
Second cancellable term   29 years    
Third cancellable term   10 years    
[1] Includes $75.1 million and $51.8 million to a related party as of December 31, 2024 and December 31, 2023, respectively.
v3.25.0.1
INVENTORIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Finished goods $ 108,786 $ 184,434
Raw materials 27,088 49,022
Less: inventory reserve (4,709) (4,181)
Inventories-net $ 131,165 $ 229,275
v3.25.0.1
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Prepaid Expenses And Other Current Assets    
Prepaid expenses and other current assets $ 18,759 $ 19,503
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Less: accumulated depreciation $ (10,791) $ (4,650)
Property, plant and equipment 55,602 24,868
Merchandising equipment - coolers    
Property, Plant and Equipment [Line Items]    
Property, plant, and equipment, gross $ 39,231 21,908
Vehicles    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 5 years  
Property, plant, and equipment, gross $ 12,237 6,143
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant, and equipment, gross 10,136 0
Office equipment    
Property, Plant and Equipment [Line Items]    
Property, plant, and equipment, gross 2,228 1,467
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant, and equipment, gross $ 2,561 $ 0
Minimum    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 3 years  
Minimum | Merchandising equipment - coolers    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 3 years  
Minimum | Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 7 years  
Minimum | Office equipment    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 3 years  
Minimum | Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 3 years  
Maximum    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 15 years  
Maximum | Merchandising equipment - coolers    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 7 years  
Maximum | Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 15 years  
Maximum | Office equipment    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 7 years  
Maximum | Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant, equipment useful life 5 years  
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Abstract]      
Depreciation and amortization $ 6.5 $ 2.6 $ 1.4
v3.25.0.1
LEASES - Schedule of Lease Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]      
Operating lease costs $ 2,145 $ 814 $ 664
Amortization of right of use assets- finance lease 126 86 110
Lease costs $ 2,271 $ 900 $ 774
v3.25.0.1
LEASES - Schedule of Supplemental Cash Flow Information and Non-Cash Activity (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash paid for amounts related to lease liabilities:      
Operating cash flows from finance leases (interest) $ 11 $ 7 $ 7
Operating cash flows from operating leases 1,684 836 670
Financing cash flows from finance leases (principal) 61 44 63
Right-of-use assets obtained in exchange for lease obligations $ 21,934 $ 1,816 $ 731
v3.25.0.1
LEASES - Schedule of Weighted Average Remaining Lease Term And Discount (Details)
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Weighted-average remaining lease terms in years      
Operating leases 5 years 3 months 14 days 2 years 10 months 20 days 2 years 7 days
Finance leases 1 year 9 months 21 days 2 years 3 months 18 days 2 years 8 months 8 days
Weighted-average discount rate      
Operating leases 5.23% 6.77% 6.52%
Finance leases 4.14% 3.92% 3.00%
v3.25.0.1
LEASES - Schedule of Operating Lease and Finance Lease Maturity (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]    
2025 $ 3,888  
2026 4,838  
2027 4,804  
2028 3,751  
2029 3,494  
Thereafter 2,267  
Total future minimum lease payments 23,042  
Less: amounts representing interest 3,103  
Present value of lease liabilities 19,939  
Less: current portion 3,265 $ 980
Long-term portion 16,674 955
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]    
2025 111  
2026 181  
2027 14  
2028 24  
2029 0  
Thereafter 0  
Total future minimum lease payments 330  
Less: amounts representing interest 19  
Present value of lease liabilities 311  
Less: current portion 100 59
Long-term portion $ 211 $ 193
v3.25.0.1
GOODWILL AND INTANGIBLES - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Nov. 01, 2024
Goodwill [Line Items]        
Intangibles including goodwill $ 71,600 $ 14,200    
Goodwill 71,582 14,173    
Impairment charge     $ 2,400  
Amortization of intangibles 600 $ 500 $ 500  
Big Beverages Contract Manufacturing, LLC        
Goodwill [Line Items]        
Goodwill $ 58,300     $ 58,257
v3.25.0.1
GOODWILL AND INTANGIBLES - Carrying Amount of Intangibles (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Goodwill [Line Items]    
Customer relationships $ 13,970 $ 13,911
Trade name 500 0
Less: accumulated amortization (2,692) (2,233)
Definite-lived intangible assets, net 11,778 11,678
Indefinite-lived intangible assets    
Brands 435 461
Intangibles-net $ 12,213 $ 12,139
Customer relationships | Minimum    
Goodwill [Line Items]    
Estimated Useful Life in Years 6 years  
Customer relationships | Maximum    
Goodwill [Line Items]    
Estimated Useful Life in Years 25 years  
Trade name    
Goodwill [Line Items]    
Estimated Useful Life in Years 3 years  
v3.25.0.1
GOODWILL AND INTANGIBLES - Future Estimated Amortization (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2025 $ 835
2026 835
2027 807
2028 669
2029 669
Thereafter 7,963
Total $ 11,778
v3.25.0.1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES- Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Supplier Finance Program [Line Items]    
Accounts payable [1] $ 41,287 $ 42,840
Accrued legal 63,328 $ 7,633
Strong Arm Productions Lawsuit    
Supplier Finance Program [Line Items]    
Accrued legal $ 54,900  
[1] Includes $1.7 million and $0.1 million to a related party as of December 31, 2024 and December 31, 2023, respectively.
v3.25.0.1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued legal $ 63,328 $ 7,633
Accrued marketing 34,774 18,252
Unbilled purchases 13,754 11,851
Contractual co-packer obligations 9,350 0
Accrued freight 5,098 2,267
Other accrued expenses 22,476 22,117
Accrued expenses [1] $ 148,780 $ 62,120
[1] Includes $0.2 million and $1.0 million to a related party as of December 31, 2024 and December 31, 2023, respectively.
v3.25.0.1
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 01, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]        
Accrued distributor termination fees   $ (248) $ (3,739) $ 3,986
Operating lease, liability   $ 19,939    
Series A Preferred Stock        
Related Party Transaction [Line Items]        
Mezzanine equity, shares issued (in shares) 1,500,000 1,466,666 1,466,666  
Issuance of preferred stock fair value $ 832,500      
Related Party        
Related Party Transaction [Line Items]        
Ownership percentage of outstanding common stock 8.50%      
Accrued distributor termination fees   $ 227,800 $ (38,300)  
Deferred revenue recognition, term 20 years   20 years  
Deferred contract asset in other assets $ 282,500      
Related Party | Series A Preferred Stock        
Related Party Transaction [Line Items]        
Issuance of preferred stock fair value 832,500      
Issuance of deferred contract asset in other assets excess $ 550,000      
Majority Shareholder | Building        
Related Party Transaction [Line Items]        
Operating lease expense   100    
Operating lease, liability   $ 200 $ 500  
v3.25.0.1
MEZZANINE EQUITY (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Nov. 14, 2023
Nov. 13, 2023
Aug. 01, 2022
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
Class of Stock [Line Items]            
Stock split conversion ratio   3        
Dividends paid | $ [1]       $ 27,500 $ 27,462 $ 11,526
Percentage of voting right       50.00%    
Series A Preferred Stock            
Class of Stock [Line Items]            
Temporary equity shares authorized (in shares) | shares       1,466,666 1,466,666  
Mezzanine equity, par value (in USD per share) | $ / shares       $ 0.001 $ 0.001  
Temporary equity, stated value (in USD per share) | $ / shares       $ 375.00 $ 375.00  
Issuance of preferred stock fair value | $     $ 832,500      
Aggregate fair value (in USD per share) | $ / shares     $ 567.61      
Debt issuance costs | $     $ 8,000      
Volatility rate     45.00%      
Risk free interest rate     2.70%      
Dividend rate     5.00% 5.00%    
Closing price (in USD per share) | $ / shares     $ 98.87      
Effective percentage of debt instrument     12.50%      
Liquidation preference | $       $ 550,000 $ 550,000  
Stock split conversion ratio 5          
Dividends paid | $       $ 27,500 $ 27,500 $ 11,500
Dividends per share, declared (in USD per share) | $ / shares       $ 18.75 $ 18.72 $ 7.86
Conversion price (in USD per share) | $ / shares       $ 25    
Convertible shares issued (in shares) | shares       22,000,000    
Conversion ratio       0.07    
Series A Preferred Stock | Securities Purchase Agreement            
Class of Stock [Line Items]            
Cash to related party | $     $ 550,000      
Common stock, other outstanding (in shares) | shares       11,000,000    
Eight Percentage            
Class of Stock [Line Items]            
Dividend rate       8.00%    
Ten Percentage            
Class of Stock [Line Items]            
Dividend rate       10.00%    
Twelve Percentage            
Class of Stock [Line Items]            
Dividend rate       12.00%    
[1] Amounts in this line item are associated with a related party for all periods presented.
v3.25.0.1
INCOME TAXES - Components of Net Income Before Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Contingency [Line Items]      
Net income (loss) before provision for income taxes $ 195,050 $ 291,749 $ (152,664)
Domestic      
Income Tax Contingency [Line Items]      
Net income (loss) before provision for income taxes 266,060 291,203 (151,551)
Foreign      
Income Tax Contingency [Line Items]      
Net income (loss) before provision for income taxes $ (71,010) $ 546 $ (1,113)
v3.25.0.1
INCOME TAXES - Provision (Benefit) for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current      
Domestic $ 43,321 $ 79,840 $ 10,498
State and local 15,536 27,596 2,601
Foreign 294 192 0
Current federal, state and local, tax expense 59,151 107,628 13,099
Deferred      
Domestic 1,000 (34,535) 18,558
State and local (178) (8,261) 4,034
Foreign (9,997) 116 (1,073)
Deferred federal, state and local, tax expense (9,175) (42,680) 21,519
Provision for income taxes $ 49,976 $ 64,948 $ 34,618
v3.25.0.1
INCOME TAXES - Effective Income Taxes Reconciliation (Details)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
U.S. Statutory federal rate 21.00% 21.00% 21.00%
State taxes, net of federal benefit 6.20% 4.70% (3.90%)
Earnings in jurisdictions with tax rates differing from U.S. federal rate 3.30% 0.10% 0.00%
Tax effect of Pepsi valuation premium 0.00% 0.00% (38.90%)
Stock based compensation (5.20%) (3.40%) (0.90%)
Change in valuation allowance (0.70%) (0.30%) 0.40%
Change in deferred balances 0.20% 0.30% 0.00%
Other 0.90% (0.20%) (0.40%)
Effective tax rate 25.70% 22.20% (22.70%)
v3.25.0.1
INCOME TAXES - Deferred Tax Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Net operating loss carryforwards $ 10,869 $ 3,441
Foreign disallowed interest carryforwards 739 0
Deferred revenue 43,289 45,907
Fixed assets (7,742) (3,338)
Pepsi valuation premium (64,356) (68,250)
Right of use liability 3,566 157
Right of use asset (4,527) (275)
Distributor termination fees 33,960 40,429
Stock-based compensation 2,728 4,892
Accrued legal 14,562 977
Inventory allowance 6,033 8,244
Intangibles (1,825) (2,495)
Total deferred tax assets 37,296 29,689
Valuation allowance (927) (2,496)
Net deferred tax assets $ 36,369 $ 27,193
v3.25.0.1
INCOME TAXES - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
Federal net operating loss carryforwards $ 1.5  
State net operating loss carryforwards $ 1.5  
Ownership change 50.00%  
Foreign NOL carryforwards $ 80.6  
Interest carryforward, before tax 3.7  
Decrease in valuation allowance for deferred tax assets 1.6 $ 0.5
Unrecognized tax benefits 1.4  
Decrease in unrecognized tax Benefits is reasonably possible 0.2  
Unrecognized tax benefits period increase (decrease) 1.5  
Interest and penalties $ 0.1  
v3.25.0.1
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Reconciliation of Unrecognized Tax Benefits [Roll Forward]    
Gross unrecognized tax benefit, beginning of period $ 1,257 $ 702
Additions based on tax positions related to the current year 410 555
Additions based on tax positions related to the prior years 0 0
Reductions due to lapse in statute of limitations and settlements (255) 0
Gross unrecognized tax benefit, end of period $ 1,412 $ 1,257
v3.25.0.1
INCOME TAXES - Summary of Filing Jurisdictions (Details)
 12 Months Ended
Dec. 31, 2024
Minimum | U.S. Federal  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Open tax year 2021
Minimum | U.S. State and local  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Open tax year 2020
Minimum | Non-U.S.  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Open tax year 2018
Maximum | U.S. Federal  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Open tax year 2023
Maximum | U.S. State and local  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Open tax year 2023
Maximum | Non-U.S.  
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]  
Open tax year 2023
v3.25.0.1
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Aug. 31, 2024
Mar. 31, 2024
Sep. 30, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Stock-based compensation expense       $ 19,600 $ 21,200 $ 20,700
Vesting period       10 years    
Intrinsic value of options exercised       $ 112,423 $ 81,400 $ 102,300
Number of options exercised (in shares)       2,490,000 1,800,000 3,800,000
Options granted in the period (in shares)       0 0 0
Proceeds from exercise of stock options       $ 3,856 $ 2,285 $ 3,683
Repurchase of common stock related to tax withholdings       $ 2,261 0 $ 0
Restricted Stock Units (RSUs)            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Vesting period       2 years    
Ratio per share of common stock (in shares)       1    
Unrecognized compensation expense, excluding options       $ 23,600 $ 17,800  
Granted (in shares)       377,000 468,000  
Remaining shares (in shares)       801,000 1,218,000 1,617,000
Performance Shares            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Ratio per share of common stock (in shares)       1    
Unrecognized compensation expense, excluding options       $ 5,400    
Grant date fair value     $ 7,500      
Vesting rights, percentage       20.00%    
Granted (in shares)       175,000 0  
One-third of the PSUs (in USD per share) $ 39.40          
PSUs were issued to certain employees (in shares) 104,000          
Number of options vested (in shares) 87,000          
Remaining shares (in shares) 17,000     220,000 123,000 228,000
Recognition period       1 year 9 months 18 days    
Vested            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Fair value of shares vested       $ 16,600 $ 24,900 $ 11,600
Stock Incentive Plan 2015 and 2006            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Options granted in period (in shares)         2,600,000  
Proceeds from exercise of stock options         $ 2,300  
The 2006 Stock Incentive Plan            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Shares available for grant (in shares)       0    
Unvested awards (in shares)       0    
The 2015 Stock Incentive Plan            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Provisions of options grant and other share based awards permitted       20,800,000    
Options granted in period (in shares)       3,300,000    
Proceeds from exercise of stock options       $ 3,900    
The 2015 Stock Incentive Plan | Performance Shares            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Vesting period   3 years        
Granted (in shares)   65,000        
The 2015 Stock Incentive Plan | Performance Shares | Valuation Revenue Approach            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
One-third of the PSUs (in USD per share)       $ 79.27    
The 2015 Stock Incentive Plan | Performance Shares | Valuation Total Shareholder Return Vs. Peer Group Approach            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
One-third of the PSUs (in USD per share)       134.75    
The 2015 Stock Incentive Plan | Performance Shares | Valuation Market Price            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
One-third of the PSUs (in USD per share)       $ 20.25    
The 2015 Stock Incentive Plan | Maximum | Performance Shares            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of shares earned   200.00%        
The 2015 Stock Incentive Plan | Minimum | Performance Shares            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of shares earned   50.00%        
v3.25.0.1
STOCK-BASED COMPENSATION - Schedule of Outstanding Stock Options (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Shares      
Options outstanding, beginning balance (in shares) 4,918    
Exercised (in shares) (2,490) (1,800) (3,800)
Forfeiture and cancelled (in shares) 0    
Options outstanding, ending balance (in shares) 2,428 4,918  
Exercisable (in shares) 2,428    
Exercise Price      
Beginning balance (in USD per share) $ 3.81    
Exercised (in USD per share) 1.54    
Forfeiture and cancelled (in USD per share) 0    
Ending balance (in USD per share) 6.13 $ 3.81  
Exercisable (in USD per share) $ 6.13    
Aggregate Intrinsic Value      
Beginning balance $ 249,541    
Exercised 112,423 $ 81,400 $ 102,300
Ending balance 49,057 $ 249,541  
Exercisable at December 31, 2024 $ 49,057    
Weighted Average Remaining Term      
Options, Outstanding, Weighted Average Remaining Term (Yrs) 4 years 9 months 4 years 5 months 12 days  
Exercisable at December 31, 2024 4 years 9 months    
v3.25.0.1
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) - $ / shares
shares in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Shares (000’s)    
Unvested at beginning of period (in shares) 1,218 1,617
Granted (in shares) 377 468
Vested (in shares) (715) (670)
Forfeited and cancelled (in shares) (79) (197)
Unvested at end of period (in shares) 801 1,218
Weighted Average Grant Date Fair Value    
Unvested at beginning of period (in USD per share) $ 26.13 $ 20.24
Granted (in USD per share) 62.65 36.41
Vested (in USD per share) 23.17 19.65
Forfeited and cancelled (in USD per share) 39.00 24.35
Unvested at end of period (in USD per share) $ 44.76 $ 26.13
v3.25.0.1
STOCK-BASED COMPENSATION -Schedule of Performance Shares Issued to Non-employees (Details) - Performance Shares - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Shares (000’s)    
Unvested at beginning of period (in shares) 123,000 228,000
Granted (in shares) 175,000 0
Vested (in shares) (78,000) (92,000)
Forfeited and cancelled (in shares) 0 (13,000)
Unvested at end of period (in shares) 220,000 123,000
Weighted Average Grant Date Fair Value    
Unvested at beginning of period (in USD per share) $ 29.43 $ 30.49
Granted (in USD per share) 52.78 0
Vested (in USD per share) 32.76 32.76
Forfeited and cancelled (in USD per share) 0 24.87
Unvested at end of period (in USD per share) $ 47.41 $ 29.43
v3.25.0.1
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
shares in Thousands, $ in Millions
Jan. 17, 2025
Dec. 13, 2024
Apr. 27, 2023
Jan. 18, 2023
May 04, 2021
Feb. 06, 2025
Dec. 31, 2024
Product Liability Contingency [Line Items]              
Contingent commitment to third parties       $ 82.6      
Contingent consideration, liability     $ 2.1        
Contingent commitment to third parties             $ 494.1
Contractual co-packer obligations             $ 27.5
Derivative Actions Related to 2022 Restatement              
Product Liability Contingency [Line Items]              
Litigation settlement, fee expense   $ 1.0          
Subsequent Event              
Product Liability Contingency [Line Items]              
Payments for legal settlements $ 3.0            
Minimum | Subsequent Event              
Product Liability Contingency [Line Items]              
Accrued liability           $ 54.9  
Maximum | Subsequent Event              
Product Liability Contingency [Line Items]              
Accrued liability           $ 95.8  
DThreeM Licensing Group | F and L              
Product Liability Contingency [Line Items]              
Sales revenue bench mark receive (in shares)         2,250    
v3.25.0.1
SEGMENT REPORTING - Narrative (Details)
 12 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of reporting segments 1
Number of operating segments 1
v3.25.0.1
SEGMENT REPORTING - Schedule of Reportable Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting, Asset Reconciling Item [Line Items]      
Revenue [1] $ 1,355,630 $ 1,318,014 $ 653,604
Freight 50,700 58,700 26,800
Gross profit 680,207 633,139 270,869
Other Income 39,322 25,383 5,137
Net income (loss) before provision for income taxes 195,050 291,749 (152,664)
Provision for income taxes (49,976) (64,948) (34,618)
Net income (loss) 145,074 226,801 (187,282)
Reportable Segment      
Segment Reporting, Asset Reconciling Item [Line Items]      
Revenue 1,355,630 1,318,014 653,604
Cost of sales (excluding freight) 624,677 626,205 355,954
Freight 50,746 58,670 26,781
Gross profit 680,207 633,139 270,869
Selling and Marketing Expenses (350,794) (264,108) (352,883)
General and Administrative Expenses (173,685) (102,665) (75,787)
Other Income 39,322 25,383 5,137
Net income (loss) before provision for income taxes 195,050 291,749 (152,664)
Provision for income taxes (49,976) (64,948) (34,618)
Net income (loss) $ 145,074 $ 226,801 $ (187,282)
[1] Includes $742.0 million, $782.3 million and $142.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, from a related party
v3.25.0.1
ACQUISITION - Narrative (Details)
$ in Thousands
 12 Months Ended
Nov. 01, 2024
USD ($)
ft²
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Asset Acquisition [Line Items]        
Cash acquired   $ 75,336 $ 0 $ 0
Intangibles including goodwill   71,600 14,200  
Additional goodwill   71,582 $ 14,173  
Big Beverages Contract Manufacturing, LLC        
Asset Acquisition [Line Items]        
Outstanding voting equity interests Percentage 100.00%      
Cash acquired $ 75,300      
Cash acquired 1,500      
Integration costs   300    
Additional goodwill $ 58,257 $ 58,300    
Big Beverages Contract Manufacturing, LLC | Square-Foot Manufacturing        
Asset Acquisition [Line Items]        
Area of real estate | ft² 168,480      
Big Beverages Contract Manufacturing, LLC | Square-Foot Warehouse Facility And a Skilled Workforce        
Asset Acquisition [Line Items]        
Area of real estate | ft² 123,830      
v3.25.0.1
ACQUISITION - Schedule of Preliminary Fair Value of Assets Acquired and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Nov. 01, 2024
Dec. 31, 2023
Asset Acquisition [Line Items]      
Goodwill $ 71,582   $ 14,173
Big Beverages Contract Manufacturing, LLC      
Asset Acquisition [Line Items]      
Cash   $ 1,476  
Accounts receivable   269  
Prepaid expenses and other current assets   523  
Property and equipment   13,254  
Right of use assets-operating leases   11,166  
Intangibles   1,400  
Accounts payable   (233)  
Accrued expenses   (333)  
Other liabilities   (50)  
Lease liability operating leases - current   (2,186)  
Lease liability operating leases - non-current   (6,731)  
Net identifiable assets acquired   18,555  
Goodwill $ 58,300 58,257  
Total purchase consideration   $ 76,812  
v3.25.0.1
ACQUISITION - Schedule of Acquired Intangible Assets (Details) - Big Beverages Contract Manufacturing, LLC
$ 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
Trade name  
Asset Acquisition [Line Items]  
Estimated Useful Life in Years 3 years
Intangibles $ 500
v3.25.0.1
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($)
$ in Thousands, shares in Millions
Feb. 20, 2025
Feb. 18, 2025
Feb. 06, 2025
Minimum      
Subsequent Event [Line Items]      
Contingent consideration     $ 54,900
Maximum      
Subsequent Event [Line Items]      
Contingent consideration     $ 95,800
Alani Nu      
Subsequent Event [Line Items]      
Payment in cash $ 1,275,000    
Common stock (in shares) 22.5    
Equity interest issued or issuable, value $ 500,000    
Trading days   10 years  
Contingent consideration $ 25,000    
Extension term 3 months    
Termination fee $ 53,300    
Alani Nu | Minimum      
Subsequent Event [Line Items]      
Cash consideration 1,775,000    
Alani Nu | Maximum      
Subsequent Event [Line Items]      
Cash consideration $ 1,800,000