Celsius Holdings (CELH) risk factors, FY2025 10-K

Celsius Holdings's FY2025 10-K, filed Mar 02, 2026, lists 56 risk factors. Against the prior year's 55: 12 new, 11 dropped, 19 substantially reworded.

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Risk factors listed
561 groups
New this year
12vs 55 last year
Dropped
11since the prior 10-K
Substantially reworded
19of those kept
Section length
16k wordsItem 1A

What the changes say

  • Pepsi now has greater ownership, Board representation, and primary U.S./Canada distribution control over Celsius, Alani Nu, and Rockstar.
  • Alani Nu and Rockstar acquisitions add integration, leverage, dilution, interest-rate, and unknown-liability risks.
  • New risks emphasize tariffs, supply disruptions, advertising substantiation, climate reporting, distributor exits, tax changes, and share repurchases.

What changed since the prior 10-K

New

  • New

    Pepsi’s increased ownership stake and additional Board representation may allow it to exert greater influence over our strategic and governance decisions

    Pepsi’s preferred-equity ownership and two Board seats could influence distribution, marketing, planning, and governance against other stockholders’ interests.

  • New

    Our ability to successfully execute our responsibilities under the Captaincy and the A&R Distribution Agreements with Pepsi is critical to our long-term performance

    Celsius and Pepsi must execute the Captaincy and A&R Distribution Agreements effectively to protect U.S. sales of Celsius, Alani Nu, and Rockstar.

  • New

    We may not be able to successfully integrate Alani Nu, Rockstar or other businesses that we may acquire in the future or achieve the expected benefits of such acquisitions, and any such acquisitions may expose us to potential brand overlap, market cannibalization or cultural integration challenges

    Integrating Alani Nu, Rockstar, and future acquisitions could strain systems, supply chains, controls, employees, and management while creating brand overlap.

  • New

    Tariffs, inflationary pressures and global supply-chain disruptions could increase costs and reduce profitability

    Tariffs, inflation, freight and labor costs, and supply-chain disruptions could raise aluminum and other input costs that competitive pricing prevents Celsius from recovering.

  • New

    Our advertising and promotional activities may be subject to regulatory review of the truthfulness and substantiation of product claims

    FTC, state, and international authorities or private litigants could challenge the truthfulness and substantiation of Celsius product advertising and promotional claims.

  • New

    Compliance with climate-disclosure and environmental-reporting requirements may increase costs and regulatory risk

    Evolving federal, state, and international climate and greenhouse-gas disclosure rules, including California requirements, could increase compliance costs and regulatory exposure.

  • New

    Termination of distributor relationships could expose us to legal, financial and competitive risks

    Ending distributor relationships could trigger legal claims and leave former distributors better positioned to prioritize competing beverage brands.

  • NewRisk Factors Related to Financial Risks

    We have incurred significant indebtedness in connection with our recent acquisitions, which increases our financial leverage and exposes us to risks related to liquidity, compliance with debt covenants and future refinancing

    Acquisition-related debt creates interest, liquidity, covenant-compliance, financing, and refinancing risks that could restrict strategic flexibility.

  • NewRisk Factors Related to Financial Risks

    Changes in U.S. tax law, including those introduced under the OBBBA, may further impact our tax obligations and planning strategies

    OBBBA and broader global tax changes could increase Celsius’s effective tax rate, alter deferred taxes, and complicate tax planning.

  • NewRisk Factors Related to Financial Risks

    Increases in market interest rates could materially increase our borrowing costs, reduce cash flow and adversely affect our financial condition and results of operations

    Variable-rate Term Loan and Revolving Credit Facility exposure means a one-percentage-point rate increase would add approximately $6.9 million in annual interest expense.

  • NewRisk Factors Related to Financial Risks

    Future issuances of Common Stock or Preferred Stock could dilute existing stockholders and reduce the market value of our Common Stock

    Issuing common or preferred stock to fund acquisitions, debt repayment, or operations could dilute voting and financial interests and depress the common stock price.

  • NewRisk Factors Related to Financial Risks

    We cannot guarantee that any share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase volatility in the trading price of our stock and reduce our cash reserves

    The nonbinding repurchase program may be restricted by the Credit Agreement, consume cash, increase volatility, and fail to create long-term stockholder value.

Dropped

  • Dropped

    Our demand generation strategies through social media and the use of third-parties, including celebrities, social media influencers, and others may expose us to risk of negative publicity, litigation, and/or regulatory enforcement action, which could impact our future profitability

  • Dropped

    We may not be able to successfully integrate Alani Nu or other businesses that we may acquire

  • Dropped

    Failure to successfully integrate Alani Nu or any other acquired businesses may result in reduced levels of revenue, earnings, or operating efficiency than might have been achieved if we had not acquired such businesses

  • Dropped

    We may not be able to achieve the benefits that we expect to realize as a result of the acquisition of Alani Nu. Failure to achieve such benefits could have an adverse effect on our financial condition and results of operations

  • Dropped

    We must continually maintain, protect or upgrade our information technology systems, including protecting us from internal and external cyber-security threats

    Social-media, celebrity, and influencer marketing could cause negative publicity, litigation, or FTC enforcement.

  • Dropped

    The FTC regulates advertising and may review the truthfulness of and substantiation for any claim we make related to our products

  • Dropped

    The ongoing Russia-Ukraine conflict and Israel's regional conflicts may adversely impact our business operations and financial performance

  • Dropped

    As described in Part II, Item 9A

    Integrating Alani Nu and future acquisitions could undermine planned growth and financial results.

  • DroppedRisk Factors Related to Financial Risks

    Our 2021 through 2023 U.S. federal income tax returns are subject to examination by the IRS. Our state and local income tax returns are subject to examination for the 2020 through 2023 tax years

    Acquisition integration could reduce revenue, earnings, or operating efficiency and add debt, interest, liabilities, and amortization.

  • DroppedRisk Factors Related to Financial Risks

    On August 1, 2022, the Company filed a Series A Certificate with the Secretary of the State of Nevada (the “Series A Certificate”)

    Celsius might not achieve expected Alani Nu cost savings, revenue enhancements, or synergies.

  • DroppedRisk Factors Related to Financial Risks

    Certain of our affiliated stockholders can exert significant influence on the Company’s corporate affairs

Reworded

  • 99% rewritten

    Our sales are affected by seasonality

    Seasonality language now emphasizes customer purchasing patterns and quarter-to-year comparability, rather than specifically highlighting second- and third-quarter peaks.

  • 97% rewritten

    Growth through acquisitions involves a number of risks and an inability or failure to address the challenges associated with strategic transactions and related integration risks could adversely affect our business and results of operations

    The risk now adds equity dilution, significant debt, contingent liabilities, customer-retention challenges, internal controls, and management distraction to acquisition risks.

  • 92% rewritten

    Our focus is on the functional beverage product category and our business is vulnerable to adverse changes impacting this category, which could adversely impact our business, results of operations and the trading price of our Common Stock

    The portfolio now expressly includes Celsius, Alani Nu, and Rockstar, with greater emphasis on pricing, promotions, shelf space, and misleading competitor claims.

  • 89% rewritten

    We rely on distributors to distribute our products in the DSD channel and in international markets. If we are unable to maintain good relationships with our existing distributors, our business will suffer

    Distribution wording now identifies Pepsi as the primary distributor for the expanded Celsius, Alani Nu, and Rockstar portfolio in the U.S. and Canada.

    Was: We rely on distributors to distribute our products in the DSD sales channel and in international markets. If we are unable to maintain good relationships with our existing distributors, our business will suffer

  • 79% rewritten

    Alani Nu, Rockstar or other acquired businesses may have liabilities that are not known to us

    The risk now covers unknown liabilities from Rockstar and future acquisitions, including tax, employment, compliance, and product-claim liabilities.

    Was: Alani Nu may have liabilities that are not known to us

  • 75% rewritten

    If we fail to manage future growth effectively, our business could be materially adversely affected

    The employee count increased from 1,073 to 1,497, and the risk now includes integrating employees from acquired companies.

  • 66% rewritten

    If we fail to maintain an effective internal control environment or adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price

    The risk now specifically warns that inadequate ICFR could cause material misstatements and require revised or restated financial results.

  • 57% rewritten

    We predominantly rely on co-packers to manufacture our products. If we are unable to maintain good relationships with our co-packers or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer

    The co-packer risk is substantively unchanged but now uses more direct wording about demand, specifications, pricing, and availability constraints.

  • 55% rewritten

    We have extensive commercial arrangements with Pepsi and, as a result, significant disagreements with Pepsi or a termination of these arrangements could materially adversely impact our financial position and results of operations

  • 48% rewrittenRisk Factors Related to Financial Risks

    Fluctuations in foreign currency exchange rates may adversely affect our operating results

  • 45% rewrittenRisk Factors Related to Financial Risks

    The market price and trading volume of our Common Stock is and has been volatile and could decline significantly

  • 42% rewrittenRisk Factors Related to Financial Risks

    Our investments are subject to risks which may cause losses and affect the liquidity of these investments

  • 39% rewrittenRisk Factors Related to Financial Risks

    Definite-lived assets are reviewed for impairment whenever events or changes in circumstances suggest that their carrying value may not be fully recoverable and are subject to amortization over their useful lives

    Was: Finite-lived assets are reviewed for impairment whenever events or changes in circumstances suggest that their carrying value may not be fully recoverable and are subject to amortization over their useful lives

  • 35% rewritten

    Climate change and natural disasters may affect our business

  • 34% rewritten

    We are subject to significant competition by other companies in the functional beverage product industry

  • 26% rewritten

    We depend upon our trademarks and proprietary rights and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position

  • 26% rewrittenRisk Factors Related to Financial Risks

    At any given time, events may occur which change our expectation about how any such tax audits will be resolved and thus, there could be significant variability in our quarterly or annual tax rates, because these events may change our plans for uncertain tax positions

  • 23% rewritten

    Litigation could expose us to significant liabilities and reduce demand for our products

  • 23% rewritten

    Global or regional catastrophic events could impact our operations and affect our ability to grow our business

All 56 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Risk Factors Related to Our Business
  2. 02We rely on distributors to distribute our products in the DSD channel and in international markets. If we are unable to maintain good relationships with our existing distributors, our business will suffer89% rewritten
  3. 03We have extensive commercial arrangements with Pepsi and, as a result, significant disagreements with Pepsi or a termination of these arrangements could materially adversely impact our financial position and results of operations55% rewritten
  4. 04Pepsi’s increased ownership stake and additional Board representation may allow it to exert greater influence over our strategic and governance decisionsNew
  5. 05Our ability to successfully execute our responsibilities under the Captaincy and the A&R Distribution Agreements with Pepsi is critical to our long-term performanceNew
  6. 06If we fail to manage future growth effectively, our business could be materially adversely affected75% rewritten
  7. 07Consolidation of retailers, wholesalers and distributors in the industry may result in downward pressure on sales prices and the changing landscape of the retail market, including the growth of e-commerce, could adversely affect our results of operations
  8. 08We predominantly rely on co-packers to manufacture our products. If we are unable to maintain good relationships with our co-packers or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer57% rewritten
  9. 09We may not be able to successfully integrate Alani Nu, Rockstar or other businesses that we may acquire in the future or achieve the expected benefits of such acquisitions, and any such acquisitions may expose us to potential brand overlap, market cannibalization or cultural integration challengesNew
  10. 10Alani Nu, Rockstar or other acquired businesses may have liabilities that are not known to us79% rewritten
  11. 11Growth through acquisitions involves a number of risks and an inability or failure to address the challenges associated with strategic transactions and related integration risks could adversely affect our business and results of operations97% rewritten
  12. 12Our customers are material to our success. If we are unable to maintain good relationships with our existing customers, our business could suffer
  13. 13Increases in cost or shortages of raw materials or increases in costs of co-packing could harm our business
  14. 14Tariffs, inflationary pressures and global supply-chain disruptions could increase costs and reduce profitabilityNew
  15. 15Our failure to accurately estimate demand for our products could adversely affect our business and financial results
  16. 16Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of our products
  17. 17Our continued expansion outside of the U.S. exposes us to uncertain conditions and other risks in international markets
  18. 18Numerous U.S. and international laws, including export and import controls, affect our ability to compete in international markets
  19. 19We depend upon our trademarks and proprietary rights and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position26% rewritten
  20. 20If we fail to comply with data privacy and personal data protection laws, we could be subject to adverse publicity, government enforcement actions or private litigation, which may negatively impact our business and operating results
  21. 21We may incur material losses as a result of product recalls, regulatory enforcement actions and liabilities related to our products
  22. 22The FDA could take issue with the manufacturer, composition/ingredients, packaging, marketing/labeling, storage, transportation and/or distribution of our products
  23. 23Our advertising and promotional activities may be subject to regulatory review of the truthfulness and substantiation of product claimsNew
  24. 24We rely on our management team and other key personnel
  25. 25If we fail to attract or maintain a highly skilled and diverse workforce, our business could be negatively affected
  26. 26Global or regional catastrophic events could impact our operations and affect our ability to grow our business23% rewritten
  27. 27Climate change and natural disasters may affect our business35% rewritten
  28. 28Compliance with climate-disclosure and environmental-reporting requirements may increase costs and regulatory riskNew
  29. 29We are subject to significant competition by other companies in the functional beverage product industry34% rewritten
  30. 30Termination of distributor relationships could expose us to legal, financial and competitive risksNew
  31. 31Our inability to innovate successfully and to provide new cutting-edge products could adversely affect our business and financial results
  32. 32Changes in consumer product and shopping preferences may reduce demand for some of our products
  33. 33Our focus is on the functional beverage product category and our business is vulnerable to adverse changes impacting this category, which could adversely impact our business, results of operations and the trading price of our Common Stock92% rewritten
  34. 34If we are unable to successfully manage new product launches, our business and financial results could be adversely affected
  35. 35Changes in government regulation or failure to comply with existing regulation could adversely affect our business and financial performance
  36. 36Product safety and quality concerns, or other negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer
  37. 37Our sales are affected by seasonality99% rewritten
  38. 38Failure by suppliers or co-packers to comply with applicable laws and regulations or with specifications and other requirements for our products, may adversely impact our business
  39. 39Litigation could expose us to significant liabilities and reduce demand for our products23% rewritten
  40. 40If we fail to maintain an effective internal control environment or adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price66% rewritten
  41. 41We may be subject to regulatory examinations and proceedings
  42. 42Strikes or work stoppages or labor unrest can cause our business to suffer

Risk Factors Related to Financial Risks

  1. 43We have incurred significant indebtedness in connection with our recent acquisitions, which increases our financial leverage and exposes us to risks related to liquidity, compliance with debt covenants and future refinancingNew
  2. 44At any given time, events may occur which change our expectation about how any such tax audits will be resolved and thus, there could be significant variability in our quarterly or annual tax rates, because these events may change our plans for uncertain tax positions26% rewritten
  3. 45Changes in U.S. tax law, including those introduced under the OBBBA, may further impact our tax obligations and planning strategiesNew
  4. 46Increases in market interest rates could materially increase our borrowing costs, reduce cash flow and adversely affect our financial condition and results of operationsNew
  5. 47We may be required in the future to record a significant charge to earnings if our goodwill or intangible assets become impaired
  6. 48Definite-lived assets are reviewed for impairment whenever events or changes in circumstances suggest that their carrying value may not be fully recoverable and are subject to amortization over their useful lives39% rewritten
  7. 49Fluctuations in foreign currency exchange rates may adversely affect our operating results48% rewritten
  8. 50Potential changes in accounting standards or practices or taxation may adversely affect our financial results
  9. 51Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business and results of operations
  10. 52Our investments are subject to risks which may cause losses and affect the liquidity of these investments42% rewritten
  11. 53The market price and trading volume of our Common Stock is and has been volatile and could decline significantly45% rewritten
  12. 54Future issuances of Common Stock or Preferred Stock could dilute existing stockholders and reduce the market value of our Common StockNew
  13. 55We cannot guarantee that any share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase volatility in the trading price of our stock and reduce our cash reservesNew
  14. 56We do not expect to pay cash dividends on our Common Stock in the foreseeable future

Other Celsius Holdings 10-Ks

  • FY2024 10-K risk factors
    52 risks

    Pepsi accounted for 54.7% of 2024 net revenue and 62.2% of year-end receivables, creating major customer concentration.

    Filed Mar 03, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.