Celsius Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on September 22, 2025, by Celsius Holdings, Inc. (CELH). The filing serves as a Regulation FD disclosure to make public selected financial information previously presented to a syndicate of lenders regarding the potential repricing of the Company's existing credit facilities.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are contained within "Selected Financial Information" attached as Exhibit 99.1, which is incorporated by reference but not detailed in the body of this report.
Key financial characteristics noted in the text include:
- Inclusion of unaudited pro forma financial information assuming the April 1, 2025, acquisition of Alani Nutrition LLC (the "Alani Nu Acquisition") occurred at the beginning of the periods presented.
- Presence of non-GAAP financial measures, with reconciliations to GAAP measures available in Exhibit 99.1.
Material Changes and Unusual Items
The primary material event referenced is the ongoing effort to refinance portions of outstanding debt. The filing explicitly states that the pro forma financial information included in the lender presentation:
- Has not been prepared in accordance with Article 11 of Regulation S-X.
- Does not give effect to all pro forma adjustments required under Regulation S-X.
- Could materially differ from financial information determined in accordance with standard regulations.
- Is not necessarily indicative of future consolidated statements of operations.
Guidance, Outlook, and Risks
Management commentary indicates the Company is continually seeking to act opportunistically regarding debt refinancing. However, the filing includes a significant risk disclosure: there are no assurances that the Company will complete any refinancing, in whole or in part, of its outstanding indebtedness.
Investors are cautioned not to place undue reliance on the unaudited pro forma financial information, as it is based on various adjustments and assumptions.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific financial data, including revenue, EBITDA, and debt levels, referenced in this filing.
- Verify the reconciliation of non-GAAP measures to GAAP measures provided in Exhibit 99.1.
- Assess the status of the potential credit facility repricing and the likelihood of refinancing completion.
- Understand the limitations of the pro forma data regarding the Alani Nu Acquisition as disclosed in the text.