CELH

• Tyler Bohannon, formerly EVP of North American Sales, was appointed Chief Commercial Officer effective August 10, 2026.
• Tony Guilfoyle was appointed to the newly created role of Chief Business Transformation Officer effective July 1, 2026.
• The changes are part of an organizational realignment to support the company's total energy portfolio strategy.
• Bohannon will lead field sales, key retailer accounts, DSD operations, and revenue growth management; Guilfoyle will lead enterprise-wide initiatives including AI adoption.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Second quarter 2026 revenue was $817.9 million, an 11% increase from $739.3 million in Q2 2025.
• Diluted EPS was $0.14, compared to $0.33 in Q2 2025; adjusted diluted EPS was $0.36, down from $0.47.
• Alani Nu generated $364.4 million in Q2 revenue, while Rockstar Energy contributed $66.5 million; CELSIUS brand revenue decreased 11.7%.
• The company repurchased approximately $100.4 million of shares during the quarter.
• Management hosted a webcast on August 6, 2026, at 8:00 a.m. ET to discuss results.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The Company repaid the entire Existing Term Loan using proceeds from a new $694.75 million term loan under the Term Loan Facility, which bears the reduced interest rate.
• No prepayment penalties were incurred in connection with the refinancing.
• All other material terms of the Credit Agreement, including the Revolving Facility interest rate, remain unchanged.
• The Second Amendment was filed as Exhibit 10.1 to the Form 8-K.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Q1 2026 revenue was $782.6 million, a 138% increase year-over-year, with North America revenue of $747.3 million and international revenue of $35.3 million.
• Portfolio share reached 20.9% of U.S. tracked energy drinks, up 1,000 basis points versus Celsius standalone share in Q1 2025.
• Alani Nu integration is completed with ~$50 million of synergies captured; Rockstar integration is on track for completion in 1H 2026.
• Adjusted EBITDA for Q1 2026 was $195.5 million, up 181% year-over-year; diluted EPS was $0.33, and adjusted diluted EPS was $0.41.
• The filing is under Item 7.01 Regulation FD Disclosure, as the information is furnished, not filed, and is incorporated by reference from Exhibit 99.1.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• At the May 28, 2026 Annual Meeting, Celsius Holdings stockholders elected all 10 director nominees, each receiving over 150 million votes for.
• Stockholders ratified Ernst & Young LLP as independent auditor for fiscal year 2026 with 190,729,091 votes for.
• All three proposals were recommended by the Board of Directors and approved by stockholders.
• The meeting results were reported under Item 5.07 of Form 8-K, filed on May 28, 2026.

5.07 Submission of Matters to a Vote of Security Holders

• Revenue for Q1 2026 was $782.6 million, a 138% increase from $329.3 million in Q1 2025, driven by the Alani Nu and Rockstar Energy acquisitions.
• Gross margin declined to 48.3% from 52.3%, reflecting the lower margin profiles of acquired brands.
• Adjusted EBITDA increased 181% to $195.5 million, and adjusted diluted EPS was $0.41 versus $0.18.
• The company repurchased approximately $24.1 million of shares during the quarter.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Full-year 2025 net income attributable to common shareholders was $63.8 million, down 41% from $107.5 million in 2024.
• Adjusted diluted EPS for full-year 2025 was $1.34, up 91% from $0.70 in 2024.
• The company expects to complete Alani Nu integration by end of Q1 2026 and Rockstar Energy integration by end of Q2 2026, with gross margins expected to return to low 50s.
• During Q4 2025, the company repaid $197.8 million of debt and repurchased $39.8 million of shares.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Christy Jacoby and John Short were appointed as directors on February 10, 2026, filling the vacancies; both are PepsiCo executives.
• Jacoby will serve on the Audit and Enterprise Risk Committee; Short will serve on the Governance and Nominating Committee.
• Tony Guilfoyle was named Chief Customer Officer on February 10, 2026, and ceased serving as Chief Commercial Officer and as an executive officer.
• Neither Jacoby nor Short will receive compensation from Celsius for their Board service.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements