Celsius Holdings, Inc. Common Stock

Market position and competition · Pricing pressure and margin compression

Consolidation of retailers, wholesalers and distributors in the industry may result in downward pressure on sales prices... Consolidation can cause significant downward pricing pressure and can impose additional costs on us. Retailers may seek lower prices from us, may demand increased marketing or promotional expenditures in support of their businesses.

Customer and revenue · Revenue concentration in specific products or segments

We derive the majority of our revenue from functional beverage products and competitive pressure in the functional beverage product category could materially adversely affect our business and operating results. Our focus is on the functional beverage product category and our business is vulnerable to adverse changes impacting this category.

Innovation and product development · Product development and randd investment risks

Our inability to innovate successfully and to provide new cutting-edge products could adversely affect our business and financial results. Our ability to compete in the highly competitive functional beverage product industry and to achieve our business growth objectives depends, in part, on our ability to develop new flavors, products and packaging.

Core operations · Quality control and product defects

Any failure by our co-packers to comply with applicable food safety, quality, labor, environmental or other regulatory requirements, or any actual or perceived product contamination, quality issue or misconduct at a co-packer facility, could result in product recalls, regulatory action, litigation, negative publicity, or loss of consumer confidence in our brands.

Supply chain and procurement · Raw material availability and cost volatility

Increases in cost or shortages of raw materials or increases in costs of co-packing could harm our business. The principal raw materials used in producing our products are flavors and ingredient blends as well as aluminum cans, the prices of which are subject to fluctuation... Periodic and often unpredictable industry-wide shortages of raw materials, including aluminum cans, could disrupt or delay the production of certain products.

Human capital and workforce · Key personnel dependence and succession

In particular, our continued success will depend in part on our ability to retain the talents and dedication of key employees. Furthermore, we may not be able to locate suitable replacements for any of our key employees who leave or be able to offer employment to potential replacements on reasonable terms.

Core operations · Capacity utilization and efficiency

Our failure to accurately estimate demand for our products could adversely affect our business and financial results... If we materially underestimate demand for our products or, as discussed above, we are unable to secure sufficient ingredients, flavors, aluminum cans and other raw materials or packaging materials for our products or we experience difficulties with our co-packing arrangements, including production shortages or quality issues, we might not be able to satisfy demand on a short-term basis.

Cybersecurity and data protection · Data breaches and cyber attacks

We must continually maintain, protect, and upgrade our information-technology systems, including protecting against internal and external cyber-security threats, data breaches and emerging AI-driven attacks. Any such breach or system failure could result in significant business disruption, reputational harm and regulatory exposure.

Technology infrastructure · Technology systems and infrastructure failure

We rely extensively on enterprise resource planning systems and other IT systems to support key business processes... Any failure, disruption, degradation or security incident affecting our enterprise resource planning systems, including those arising from system defects, human error, power outages, cyber incidents, unsuccessful upgrades or implementations or reliance on third-party vendors, could impair our ability to operate efficiently.

Digital transformation and innovation · Artificial intelligence and automation

We use AI and automated technologies in certain operational, analytical and forecasting processes and overreliance on, or errors in these systems, could impair decision-making, disrupt operations or introduce unintended vulnerabilities... AI algorithms and training methodologies may be flawed, ineffective or inadequate.

Reputation and brand · Product recalls and public safety

Product 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. Our success depends in large part on our ability to maintain consumer confidence in the safety and quality of all of our products.

Legal and litigation · Product liability and warranty claims

We may incur material losses as a result of product recalls, regulatory enforcement actions and liabilities related to our products. Potential contamination that could cause foodborne illness, the presence of undisclosed major food allergens and/or other food safety concerns, whether or not caused by our actions, could lead to a voluntary product recall, regulatory enforcement action and/or private litigation.

Tax and financial reporting · Transfer pricing and international tax

In connection with the OECD's BEPS project, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in various countries... 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.

Tax and financial reporting · Financial reporting and accounting standards

Potential changes in accounting standards or practices or taxation may adversely affect our financial results. We cannot predict the impact that future changes in accounting standards or practices may have on our financial results. New accounting standards could be issued that change the way we record revenues, expenses, assets and liabilities.

Tax and financial reporting · Tax compliance and changes in tax law

Fluctuations in our effective tax rate could adversely affect our financial condition and results of operations. We are subject to income and other taxes in both the U.S. and certain foreign jurisdictions... Changes in U.S. tax laws as a result of any legislation proposed by U.S. Congress could adversely affect our provision for income taxes.

Legal and litigation · Intellectual property disputes

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... Any failure to adequately protect our intellectual property rights or any claims that we are infringing on the rights of others, could adversely affect our competitive position, business or financial results.

Natural and catastrophic events · Natural disasters and extreme weather

Global or regional catastrophic events could impact our operations and affect our ability to grow our business... Our U.S. headquarters and a large part of our operations are located in Florida, a state at significant risk of impacts from hurricanes.

Market and investment · Market volatility and economic cycles

Uncertainty 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. Global economic uncertainties, including highly inflationary economies and foreign currency exchange rates, affect businesses such as ours in a number of ways.

Market and investment · Investment portfolio performance

Our investments are subject to risks which may cause losses and affect the liquidity of these investments. On December 31, 2025, we had unrestricted cash and cash equivalents of approximately $398.9 million. Certain of these investments are subject to general credit, liquidity, market and interest rate risks.

Market and investment · Interest rate and yield curve risk

Increases in market interest rates could materially increase our borrowing costs, reduce cash flow and adversely affect our financial condition and results of operations. A portion of our debt bears interest at variable rates, which makes our borrowing costs sensitive to fluctuations in benchmark interest rates and credit spreads.