Celsius Holdings (CELH): what its 10-K says it depends on

Customers

PepsiCo (Pepsi)

earns from · 43.2% of our total revenuenamed as a risk

In 2025, sales to Pepsi constituted 43.2% of our total revenue.Business (Item 1)

Also named by CCK, KDP

PepsiCo (Pepsi)

concentrated in · 46.2% of our total receivablesnamed as a risk

As of December 31, 2025, receivables from Pepsi represented 46.2% of our total receivables.Business (Item 1)

Also named by CCK, KDP

Suppliers

Co-packers

depends onnamed as a risk

We directly manufacture a portion of our products but outsource the majority of manufacturing to co-packers.Risk factors (Item 1A)

Also named by MNST

Partners and platforms

Pepsi distributor termination fee reimbursement

up to $275.0 million

Pepsi agreed to reimburse us for distributor termination fees up to $275.0 million, to facilitate this transition.Business (Item 1)

Amazon

depends onnamed as a risk

We have been growing our e-commerce sales by using Amazon and leveraging our retail partners e-commerce platforms, rather than building our own internal platform.Risk factors (Item 1A)

Also named by AES, AFRM, ALK, AOS, APP, AXP, BBW, CART and 10 more

Pepsi A&R Distribution Agreements

depends onnamed as a risk

Given the significant concentration of our supply chain with Pepsi, Pepsi can influence our strategic decision making as we seek to expand and grow our product lines, and any significant disagreement or a termination of our arrangements with Pepsi could prevent us from distributing our products and would have a material adverse effect on our business, financial condition, results of operations and cash flows.Risk factors (Item 1A)

Pepsi Captaincy arrangement

depends onnamed as a risk

Because the Captaincy is central to the long-term distribution of CELSIUS®, Alani Nu® and Rockstar® in the U.S., any deterioration in this relationship or inability to perform under the arrangement could materially adversely affect our business, financial condition, results of operations and cash flows.Risk factors (Item 1A)

Suntory Group

depends onnamed as a risk

We are substantially reliant on these multiyear distribution arrangements and their respective counterparties to support our growth in the respective territories.Risk factors (Item 1A)

Lucozade Ribena Suntory Limited

depends onnamed as a risk

Internationally, we maintain exclusive agreements with the Suntory Group to distribute CELSIUS® products, including Lucozade Ribena Suntory Limited for the United Kingdom, Channel Islands, Isle of Man and Ireland; Frucor Suntory Australia Pty Limited and Frucor Suntory New Zealand Limited for Australia and New Zealand, respectively; and Orangina Schweppes France and Schweppes Suntory Benelux SA for France, Monaco, Belgium, Luxembourg and the Netherlands.Risk factors (Item 1A)

Frucor Suntory

depends onnamed as a risk

Internationally, we maintain exclusive agreements with the Suntory Group to distribute CELSIUS® products, including Lucozade Ribena Suntory Limited for the United Kingdom, Channel Islands, Isle of Man and Ireland; Frucor Suntory Australia Pty Limited and Frucor Suntory New Zealand Limited for Australia and New Zealand, respectively; and Orangina Schweppes France and Schweppes Suntory Benelux SA for France, Monaco, Belgium, Luxembourg and the Netherlands.Risk factors (Item 1A)

Orangina Schweppes France / Schweppes Suntory Benelux

depends onnamed as a risk

Internationally, we maintain exclusive agreements with the Suntory Group to distribute CELSIUS® products, including Lucozade Ribena Suntory Limited for the United Kingdom, Channel Islands, Isle of Man and Ireland; Frucor Suntory Australia Pty Limited and Frucor Suntory New Zealand Limited for Australia and New Zealand, respectively; and Orangina Schweppes France and Schweppes Suntory Benelux SA for France, Monaco, Belgium, Luxembourg and the Netherlands.Risk factors (Item 1A)

Amazon Web Services / Microsoft Azure

depends onnamed as a risk

Our reliance on cloud service providers such as Amazon Web Services, Microsoft Azure and other third-party platforms exposes us to risks from service interruptions, outages or security failures outside of our control.Risk factors (Item 1A)

Other companies

Alani Nu

$1,275.0 million in cashnamed as a risk

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.Risk factors (Item 1A)

PepsiCo (Pepsi)

named as a risk

Pepsi holds a significant ownership position in the Company through its preferred equity investments and has two designated directors serving on the Board.Risk factors (Item 1A)

Also named by CCK, KDP

Competitors

Monster Beverage Corporation

competes withnamed as a risk

Our products compete with all liquid refreshments and with products of certain competitors that are much larger, some of which have significantly greater financial resources, such as Monster Beverage Corporation, Red Bull GmbH, The Coca-Cola Company, Pepsi, Keurig Dr Pepper Inc., Nestlé S.A., BlueTriton Brands, Starbucks Corporation, Congo Brands and Molson Coors.Risk factors (Item 1A)

Also named by KO

Red Bull GmbH

competes withnamed as a risk

Our products compete with all liquid refreshments and with products of certain competitors that are much larger, some of which have significantly greater financial resources, such as Monster Beverage Corporation, Red Bull GmbH, The Coca-Cola Company, Pepsi, Keurig Dr Pepper Inc., Nestlé S.A., BlueTriton Brands, Starbucks Corporation, Congo Brands and Molson Coors.Risk factors (Item 1A)

Also named by MNST

Places

Florida

concentrated innamed as a risk

Our U.S. headquarters and a large part of our operations are located in Florida, a state at significant risk of impacts from hurricanes.Risk factors (Item 1A)

Also named by ABR, ALLY, AN, AXP, AZO, BBY, BJ, BRO and 54 more

Ireland

operates innamed as a risk

Economic and political pressures to increase tax revenues in jurisdictions in which we operate, such as with respect to our operations in Ireland or the adoption of new or reformed tax legislation or regulation, may make resolving tax disputes more difficult and the final resolution of tax audits and any related litigation could differ from our historical provisions and accruals, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.Risk factors (Item 1A)

Also named by AAPL, ACN, ADI, AGX, BEN, CDNS, COR, DDOG and 13 more

Hazards

Hurricanes

concentrated innamed as a risk

Our U.S. headquarters and a large part of our operations are located in Florida, a state at significant risk of impacts from hurricanes.Risk factors (Item 1A)

Also named by AIG, AN, ASO, BAC, BBY, BJ, BPOP, BRO and 89 more

Commodities and inputs

Water

depends onnamed as a risk

We rely on the availability of sufficient quantities of quality water for the manufacture of our products.Risk factors (Item 1A)

Also named by ADM, BF/B, CDE, CNX, CRGY, DE, EOG, EQIX and 9 more

Aluminum cans

exposed to its pricenamed as a risk

Periodic and often unpredictable industry-wide shortages of raw materials, including aluminum cans, could disrupt or delay the production of certain products and adversely affect our financial performance.Risk factors (Item 1A)

Also named by KO

Sucralose

exposed to its pricenamed as a risk

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are fluctuations in commodity and other input prices affecting the costs of our raw materials (including, but not limited to, increases in the costs of the price of aluminum cans, sucralose and other sweeteners, as well as other raw materials contained within our products).Market risk (Item 7A)

Also named by KO

Regulators

U.S. Food and Drug Administration (FDA)

subject tonamed as a risk

If the FDA or any other governmental authority were to take issue with any of the ingredients used in our products or any of the components of the packaging materials for our products this could also have a material adverse effect on our business, financial condition, results of operations and cash flows.Risk factors (Item 1A)

Also named by A, ABBV, ABT, AMGN, ARE, ARWR, ATR, AXGN and 112 more

Federal Trade Commission (FTC)

subject tonamed as a risk

In the U.S. our advertising activities are subject to regulation by the FTC under the Federal Trade Commission Act.Risk factors (Item 1A)

Also named by AMZN, AN, AVGO, BJ, CART, CHD, CHE, CI and 56 more

Laws and programs

Credit Agreement (UBS AG term loan)

approximately $6.9 millionnamed as a risk

A one-percentage-point increase in the interest rate would raise our annual interest expense by approximately $6.9 million, based on outstanding balances under the Term Loan Facility as of December 31, 2025.Market risk (Item 7A)

Also named by COHR, EXE, GTX, IRM, MP, RBA, RRGB, STRL and 1 more

One Big Beautiful Bill Act (OBBBA)

subject tonamed as a risk

The OBBBA introduced substantial modifications to the U.S. corporate tax system, including changes to international tax provisions, interest expense limitations and foreign tax credit rules.Risk factors (Item 1A)

Also named by AA, ABR, ADI, ADM, ALB, AMAT, AMGN, AMKR and 121 more

California Proposition 65

subject tonamed as a risk

If we were required to add Proposition 65 warnings on the labels of one or more of our products produced for sale in California, the resulting consumer reaction to the warnings and possible adverse publicity could negatively affect our sales both in California and in other markets.Risk factors (Item 1A)

Also named by ARE, ECL, KDP, KO, LKQ, MKC, MNST, PEP and 3 more

Aluminum tariffs

exposed to its pricenamed as a risk

The imposition or expansion of tariffs on raw materials, packaging or imported goods, including aluminum, may increase production and distribution costs or limit the availability of key inputs.Risk factors (Item 1A)

Also named by STZ

Energy drink sale and caffeine restrictions

subject tonamed as a risk

Legislation has been proposed and adopted at the U.S. federal, state and municipal level as well as in certain foreign jurisdictions to restrict the sale of energy drinks (including prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs), limit the content of caffeine and other ingredients in beverages, require certain product labeling disclosures and warnings, impose excise taxes, limit product size or impose age restrictions for the sale of energy drinks.Risk factors (Item 1A)

Container deposit laws

subject to

For certain localities and states, we are required to collect deposits from our customers and to remit such deposits to the respective jurisdictions based upon the number of cans and bottles of certain carbonated and non-carbonated products sold in such states.Business (Item 1)

California Climate Accountability Package (SB 253 and SB 261)

subject to

We also monitor emerging climate-related regulations, including California’s SB 253 and SB 261, which require detailed greenhouse gas emissions disclosures and climate-related financial risk reporting.Business (Item 1)