CELH Celsius Holdings Inc

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Business Overview

Celsius Holdings, Inc. (the “Company,” “Celsius Holdings” or “Celsius”) was incorporated under the laws of the State of Nevada on April 26, 2005.

Celsius is a growing company in the functional energy drink category in the United States (“U.S.”) and internationally. The Company engages in the development, processing, marketing, sale, and distribution of functional energy drinks to a broad range of consumers. Celsius provides differentiated products that offer clinically proven and innovative formulas meant to positively impact the lives of its consumers. The Company's brand has also proven to be attractive to a broad range of customers, including fitness enthusiasts.

The Company's flagship asset, CELSIUS®, is marketed as a premium lifestyle and energy drink formulated to power active lifestyles. This product line comes in two versions, a 12-ounce ready-to-drink form and an on-the-go powder form. The Company also offers a CELSIUS® Essentials line, available in 16-ounce cans. Celsius products are currently offered in major retail channels across the U.S., including conventional grocery, natural, convenience, fitness, mass market, vitamin specialty and e-commerce. Additionally, the Company's products are available in select markets across Canada, Europe, the Middle East, and the Asia-Pacific region.

Agreements with PepsiCo Inc.

On August 1, 2022, the Company entered into multiple agreements with PepsiCo Inc. (“Pepsi”), including a long-term agreement that resulted in Pepsi becoming the primary distribution supplier for Celsius products in the U.S. (the “Distribution Agreement”). Under this agreement, the Company granted Pepsi a right of first offer in the event the Company intends to manufacture, distribute or sell products in certain additional countries or channels during the term of the agreement.

In connection with entering into these agreements, the Company issued and sold to Pepsi approximately 1.5 million shares of the Company's Series A Convertible Preferred Stock (“Series A” or “Series A Preferred Stock”) in exchange for cash proceeds of $550 million, before transaction costs. For additional information regarding the Company's agreements with Pepsi, see Note 4. Revenue, Note 12. Related Party Transactions, and Note 13. Mezzanine Equity.

Basis of Presentation and Principles of Consolidation — The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and notes required by U.S. GAAP for annual audited consolidated financial statements. In management's opinion, all adjustments considered necessary for a fair presentation have been included. The results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results expected for any future period or the full year. These unaudited consolidated financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed by the Company with the Securities and Exchange Commission (the “2023 Annual Report”). These consolidated financial statements and the accompanying notes should be read in conjunction with the 2023 Annual Report. The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in accordance with U.S. GAAP.

Certain prior period amounts have been reclassified to conform to the current period's presentation in the consolidated financial statements and accompanying notes. Specifically, Accounts payable and Accrued expenses were previously combined but are now presented as separate line items on the consolidated statements of cash flows.

In accordance with Rule 4-08(k)(1), Rule 5-02, and Rule 5-03 of Regulation S-X, certain related party transactions previously disclosed in Note 12. Related Party Transactions, are now presented on the face of the consolidated balance sheets, consolidated statements of operations and comprehensive income, and consolidated statements of cash flow for all periods presented.

Common Stock Split — On November 13, 2023, the Company effected a three-for-one stock split to stockholders of record on such date (the "Forward Stock Split"). For clarity and consistency in financial reporting, all shares, restricted stock units, performance stock units, stock options, and per share amounts presented in the accompanying consolidated financial statements and related notes have been retrospectively adjusted to account for the effects of the stock split for all periods presented.

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Significant Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates include promotional allowances, the allowance for current expected credit losses, allowance for inventory obsolescence and sales returns, the useful lives of property and equipment, impairment of goodwill and intangibles, deferred taxes and related valuation allowance, and the valuation of stock-based compensation.

Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, maintain discrete financial information, and undergo regular review by the chief operating decision maker (the "CODM"), who is the Chief Executive Officer, to assess performance and allocate resources.

Despite the Company's presence in several geographical regions, it operates as a single operating segment. The Company's operations and strategies are centrally designed and executed due to the substantial similarities among the geographical components. The CODM evaluates operating results and allocates resources primarily on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations. As a result, the Company is managed as a single operating segment and has a single reportable segment.

Concentrations of Risk — Substantially all of the Company’s revenue is derived from the sale of Celsius® functional energy drinks and liquid supplements.

Revenue from customers accounting for more than 10% of total revenue for the three and nine months ended September 30, 2024 and 2023 was as follows:

			For The Three Months Ended September 30,												For The Nine Months Ended September 30,
			2024						2023						2024						2023
Pepsi			47.0		%				64.6		%				53.5		%				60.8		%
Costco			14.9		%				8.9		%				12.2		%				11.4		%
Amazon			10.2		%				5.8		%				9.3		%				7.4		%
All others			27.9		%				20.7		%				25.0		%				20.4		%
Total			100.0		%				100.0		%				100.0		%				100.0		%

Accounts receivable from customers accounting for more than 10% of total accounts receivable at September 30, 2024, and December 31, 2023 were as follows:

			September 30, 2024						December 31, 2023
Pepsi			55.3		%				69.0		%
Amazon			11.3		%				5.9		%
All others			33.4		%				25.1		%
Total			100.0		%				100.0		%

Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less when purchased to be cash equivalents. As of September 30, 2024 and December 31, 2023, the Company did not hold any instruments with original maturities exceeding three months.

Financial instruments that potentially subject the Company to concentrations of credit risk primarily include cash and cash equivalents, and accounts receivable. As of September 30, 2024 and December 31, 2023, the Company had approximately $903.2 million and $755.5 million, respectively, of cash and cash equivalents in excess of the Federal Deposit Insurance Corporation limit.

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Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its product sales and related accounts receivable, as it generally does not require collateral from its customers. The Company’s expected loss allowance methodology for accounts receivable is determined using historical collection experience, current and expected future economic and market conditions, an assessment of the current status of customers’ trade accounts receivables, and where available, an evaluation of the financial condition and credit ratings of larger customers, including credit reports. Customers are pooled based on common risk factors, and the Company reassesses these customer pools on a periodic basis. The allowance for credit losses is based on aging of the accounts receivable balances and estimated credit loss percentages. The Company estimates expected credit losses for its note receivable related to Qifeng Food Technology (Beijing) Co. Ltd ("Qifeng") by assessing credit risk using the probability of default and incorporating forward-looking information. The repayment, which was formalized via a note receivable from Qifeng (the "Note"), must be serviced even if the licensing agreement is canceled or terminated. The Note is denominated in Chinese-Yuan. Additionally, the Company reserves an allowance for the entire portion of this note that is not covered by the value of certain shares of Celsius Holdings, Inc. held in a brokerage account. See Note 7. Note Receivable for more information.

			Allowance for Expected Credit Losses
Balance as of December 31, 2023			$	3,137
Current period change for expected credit losses			4,244
Balance as of September 30, 2024			$	7,381

Inventories — Inventories are valued at the lower of cost or net realizable value with costs approximating those determined under the first-in, first-out method. Changes in the inventory reserve are included in cost of revenue. See Note 5. Inventories for more information.

Deferred Costs — The Company deferred the excess of the Series A Shares' fair value over the proceeds received from Pepsi as part of the Distribution Agreement. These deferred costs are amortized over the twenty-year term of the agreement, aligning the recognition of the costs with the benefits derived from the agreement.

Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset, generally ranging from three to seven years. See Note 8. Property and Equipment for more information.

Leases — The Company follows the provisions of ASC Topic 842, Leases ("ASC 842"). The Company leases office space, a warehouse and vehicles, both in the U.S. and internationally under operating and finance leases that expire at various dates through 2034. For new or modified agreements, the Company assesses whether an arrangement contains a lease by evaluating whether the Company obtains (1) the right to substantially all the economic benefits from the use of the asset and (2) the right to direct how and for what purpose the asset is used. If the arrangement contains a lease, the Company records a right-of-use asset and a lease liability, initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the lease is not readily determinable, the applicable incremental borrowing rate is used in calculating the present value of the lease payments. The Company has no residual value guarantees associated with its leases. The office space leases include both lease and non-lease components, such as shared operating costs that typically cover property expenses, including insurance, utilities, and maintenance. The Company elected the practical expedient to account for lease and non-lease components as a single lease component in the calculation of lease liabilities and right-of-use assets. Leases with terms of 12 months or less are not recorded on the consolidated balance sheets.

Long-Lived Assets — In accordance with ASC Topic 360, Property, Plant, and Equipment the Company reviews the carrying value of long-lived assets, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized for a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not considered recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairment charges related to long-lived assets during the nine months ended September 30, 2024 and 2023.

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Long-Lived Asset Geographic Data — The following table sets forth long-lived asset information, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net and excludes goodwill and indefinite-lived intangibles, for individual countries that represent a significant portion of the total:

			September 30, 2024						December 31, 2023
North America			$	37,023					$	24,316
Finland			11,930						12,153
Ireland			3,854						—
Sweden			2,663						2,212
Other			30						29
Long-lived assets related to foreign operations			18,477						14,394
Total long-lived assets-net			$	55,500					$	38,710

Other Current Liabilities — Other current liabilities primarily consist of various state beverage container deposits and VAT/GST payables. As of September 30, 2024 and December 31, 2023, state beverage container deposits payables were $12.5 million and $10.1 million, respectively. As of September 30, 2024 and December 31, 2023, VAT/GST payables were $2.0 million and $0.8 million, respectively. Other current liabilities, excluding these amounts totaled $0.5 million as of September 30, 2024, with no balance as of December 31, 2023.

Deferred Revenue — The Company receives payments from certain distributors in new territories as reimbursement for contract termination costs paid to the prior distributors in those territories. Amounts received pursuant to these new or amended distribution agreements entered into with certain distributors relating to the costs associated with terminating the Company’s prior distributors are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective new or amended distribution agreements.

Revenue Recognition — The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred based on the commercial terms of the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. See Note 4. Revenue for more information.

Cost of Revenue — Cost of revenue consists of the costs of raw materials, co-packing fees, repacking fees, inbound and outbound freight charges, certain internal transfer costs, warehouse expenses incurred prior to the manufacturing of the Company’s finished products, inventory allowance for excess and obsolete products, and certain quality control costs. Raw materials account for the largest portion of the cost of revenue. Raw materials include concentrates and liquid bases, cans, other containers, flavors, ingredients and packaging materials.

Shipping and Handling Costs — Shipping and handling costs for freight charges on goods shipped are included in cost of revenue. Freight expense on goods shipped for the three months ended September 30, 2024 and 2023 was approximately $9.8 million and $16.1 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company incurred freight expenses on goods shipped of approximately $38.2 million and $45.2 million, respectively.

Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company mainly uses targeted marketing initiatives, such as sporting events, print, radio, and television advertising, alongside direct sponsorships and endorsements. The Company incurred advertising costs of approximately $64.4 million and $46.7 million for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, the Company incurred advertising costs of approximately $170.3 million and $114.2 million, respectively.

Research and Development — Research and development costs are charged to selling, general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and test production of beverages. The Company incurred expenses of approximately $0.3 million and $0.5 million for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, the Company incurred research and development expenses of approximately $0.8 million and $1.0 million, respectively.

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Foreign Currency Gain/Loss — The Company’s foreign subsidiaries’ functional currencies are either the local currencies of the countries where operations are located or the U.S. dollar. The Company’s foreign subsidiaries remeasure their assets and liabilities denominated in non-functional currencies on a periodic basis, and the gain or loss from these adjustments related to fluctuations in foreign exchange rates is included in the consolidated statements of operations and comprehensive income as foreign exchange gain (loss). For the three months ended September 30, 2024 foreign exchange gain was $0.3 million compared to a foreign exchange loss of $0.2 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company recognized net foreign exchange loss of $0.4 million compared to a an exchange loss of $1.2 million for the nine months ended September 30, 2023.

Foreign Currency Translation — The assets and liabilities of foreign operations are translated into U.S. dollars, which is the Company's reporting currency, using current exchange rates. Translation gains and losses, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in other comprehensive income (loss) as foreign currency translation adjustments, net of income tax. The Company experienced a foreign currency translation net gain for the three months ended September 30, 2024 of $2.0 million and a net loss of $0.7 million for the three months ended September 30, 2023. The Company incurred a foreign currency translation net gain of $0.4 million for the nine months ended September 30, 2024 and a net loss $0.7 million for the nine months ended September 30, 2023.

The Company's operations in different countries required that it primarily transacted in the following currencies:

Australian Dollar,

Canadian Dollar,

Chinese Yuan,

Euro,

Hong Kong Dollar,

New Zealand Dollar,

Pound Sterling, and

Swedish Krona

Fair Value of Financial Instruments — ASC 820, Fair Value Measurement ("ASC 820") defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:			Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:			Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:			Unobservable inputs, which rely on the reporting entity’s assumptions when there is little or no market data.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, note receivable, and accrued expenses approximate fair value due to their short-term maturities and market interest rates.

Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, Accounting for Income Taxes. This approach requires, among other things, an asset and liability approach to calculating deferred income taxes, and recognizing deferred tax assets and liabilities for expected future tax consequences stemming from temporary differences between asset and liability carrying amounts and their tax bases.

A valuation allowance is established to offset any net deferred tax assets for which management believes it is more-likely-than-not that the net deferred asset will not be realized.

Earnings per Share — The Company computes earnings per share ("EPS") in accordance with ASC Topic 260, Earnings per Share (“ASC 260”), which requires that basic earnings per share of common stock are computed by dividing income or loss available to common stockholders by the weighted average number of shares of common stock outstanding. It also requires companies with different classes of stock (e.g., common stock and participating preferred stock) to calculate EPS using the two-class method. The two-class method is an allocation of earnings (distributed and undistributed) between the holders of common stock and a company’s participating preferred stockholders. Under the two-class method, earnings for the reporting period are allocated between common stockholders and other security holders based on their respective participation rights in undistributed earnings.

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The Company also computes diluted EPS, which accounts for the impact of potentially dilutive securities on EPS. Dilutive EPS includes the effect of all potentially dilutive shares of common stock that were outstanding during the period. Such dilutive securities may include restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options, and convertible preferred stock. For the computation of diluted EPS, the numerator is adjusted for the reallocation of earnings to participating securities, reflecting the impact of potentially dilutive securities. The denominator is adjusted to include the weighted average number of additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued. See Note 3. Earnings per Share for more information.

Stock-Based Compensation — The Company follows the provisions of ASC Topic 718, Compensation — Stock Compensation ("ASC 718") and related interpretations. Stock-based compensation cost is measured on the date of grant based on the fair value of the stock awards. The costs are recognized, over the respective vesting periods of the grants. See Note 15. Stock-Based Compensation for more information.

Selling, General and Administrative Expenses — Selling, general and administrative expenses include various operating expenses such as warehousing costs after manufacturing, expenses for advertising, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Selling, general and administrative expenses also include costs such as payroll costs, travel costs, professional service fees (including legal fees), depreciation and other selling, general and administrative costs.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the "FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard enhances segment reporting requirements, necessitating detailed disclosures on key segment expenses and other items, including segment profit or loss measures. It also mandates that companies with a single reportable segment provide comprehensive disclosures. The effective date is for fiscal years beginning after December 15, 2023, and interim periods in fiscal years after December 15, 2024, with retrospective application to all periods presented. The Company expects ASU 2023-07 to impact only disclosures with no effect on the Company's financial condition, results of operations or cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires companies to provide an annual rate reconciliation in both dollar figures and percentages, and changes the way annual income taxes paid are disclosed by all entities, necessitating a breakdown by federal, state, and foreign jurisdictions. The standard becomes effective for public business entities for fiscal years beginning after December 15, 2024. Prospective application is permitted. The Company expects ASU 2023-09 to impact only disclosures with no effect on the Company's financial condition, results of operations or cash flows.

The Company’s Series A Preferred Stock is classified as a participating security in accordance with ASC 260. Net income allocated to the holders of Series A Preferred Stock is based on the Series A stockholders’ proportionate share of weighted average shares of common stock outstanding on an if-converted basis. The Series A Preferred Stock is not contractually obligated to share in losses.

For purposes of determining diluted earnings per common share, basic earnings per common share was adjusted to include the effect of potentially dilutive common shares outstanding. These potentially dilutive shares include unvested restricted stock and performance-based stock units. The more dilutive of the two-class method or the treasury stock method is used for this adjustment. Additionally, Series A Preferred Stock is included using the if-converted method.

Under the two-class method, net income is reallocated to common stock, the Series A Preferred Stock, and all potentially dilutive securities based on the contractual participating rights of the respective securities to share in the current earnings as if all of the earnings for the period had been distributed.

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						For The Three Months Ended September 30,												For The Nine Months Ended September 30,
						2024						2023						2024						2023
Numerator:
Net income						$	6,356					$	83,949					$	163,950					$	176,685
Dividends on Series A convertible preferred stock						(6,913)						(6,875)						(20,588)						(20,512)
Income allocated to participating preferred stock						—						(6,702)						(12,357)						(13,605)
Net (loss) income attributable to common stockholders						$	(557)					$	70,372					$	131,005					$	142,568
Effect of dilutive securities:
Allocation of earnings to participating securities						$	—					$	6,702					$	12,357					$	13,605
Reallocation of earnings to participating securities						—						(6,540)						(12,154)						(13,263)
Net (loss) income available to common stockholders after assumed conversions						$	(557)					$	70,534					$	131,208					$	142,910
Denominator:
Weighted average basic common shares outstanding						233,696						231,006						233,219						230,523
Dilutive effect of common shares						—						6,267						4,261						6,363
Weighted average diluted common shares outstanding						233,696						237,273						237,480						236,886
(Loss) earnings per share:
Basic						$	(0.00)					$	0.30					$	0.56					$	0.62
Dilutive						$	(0.00)					$	0.30					$	0.55					$	0.60

(1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.

For the three months ended September 30, 2024 and September 30, 2023, 27.1 million and 21.9 million potentially dilutive securities, respectively, were excluded from the computation of diluted earnings per share related to common stockholders, as their effect was antidilutive.

For the nine months ended September 30, 2024 and September 30, 2023, 22.0 million and 21.9 million potentially dilutive securities, respectively, were excluded from the computation of diluted earnings per share related to common stockholders, as their effect was antidilutive.

The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The primary performance obligation is the promise to sell finished products to customers, including distributors, wholesalers, and retailers. Performance obligations are typically satisfied once control or title is transferred based on the commercial terms of the applicable agreements with customers, and traditionally such agreements do not allow for a right of return. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Revenue is recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages and adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling, general and administrative expenses, in the Company's consolidated statements of operations and comprehensive income. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in incentives the Company offers to its customers and their customers.

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Net revenue by geographical location consisted of the following:

			For The Three Months Ended September 30,												For The Nine Months Ended September 30,
			2024						2023						2024						2023
North America			$	247,125					$	371,178					$	968,988					$	930,545
Europe			16,243						11,038						47,069						31,599
Asia-Pacific			594						1,247						2,129						4,111
Other			1,786						1,294						5,247						4,324
Revenue			$	265,748					$	384,757					$	1,023,433					$	970,579

All of the Company’s North America revenue is derived from the United States and Canada.

Sweden represented the largest foreign portion of total consolidated revenue, accounting for approximately $9.5 million and $7.4 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $30.7 million and $20.8 million for the nine months ended September 30, 2024 and 2023, respectively.

Promotional (Billback) Allowances

The Company’s promotional allowance programs with its distributors or retailers are executed through separate agreements in the ordinary course of business (variable consideration). These agreements provide for one or more of the arrangements described below and are of varying duration. The Company’s billbacks are calculated based on various programs with distributors and retail customers, and accruals are established for the Company’s anticipated liabilities. These accruals are based on agreed upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and distributor and retail customer performance levels. Differences between estimated and actual promotional and other allowances are recognized in the period such differences are determined.

Promotional allowances are recorded as reductions to revenue and primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following:

•discounts from list prices to support price promotions to end-consumers by retailers;

•reimbursements given to distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products;

•the Company’s agreed share of fees given to distributors and/or directly to retailers for certain advertising, in-store marketing and promotional activities;

•the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/or wholesalers;

•incentives provided to distributors and/or retailers for achieving or exceeding certain predetermined volume goals or other incentive targets;

•discounted products;

•contractual fees paid to distributors related to sales made directly by the Company to certain customers that fall within the distributors’ sales territories; and

•contractual fees given to distributors for items sold below defined pricing targets.

For the three months ended September 30, 2024 and 2023, promotional allowance included as a reduction of revenue was $110.3 million and $88.6 million, respectively. For the nine months ended September 30, 2024 and 2023, promotional allowance included as a reduction of revenue was $326.7 million and $240.6 million, respectively.

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Agreements with Pepsi

The Company executed multiple agreements with Pepsi on August 1, 2022, including the Distribution Agreement relating to the sale and distribution of certain of the Company’s beverage products in existing channels and distribution methods in the U.S., excluding certain existing customer accounts and sales channels, and the U.S. Virgin Islands (collectively, the “Territory”). Under the Distribution Agreement, the Company granted Pepsi the right to sell and distribute its existing beverage products in existing channels and distribution methods and future beverage products that are added from time to time as licensed products under the Distribution Agreement in the Territory. The Distribution Agreement represents a master service agreement and can be canceled by either party without cause in the nineteenth year of the term (i.e., 2041), the twenty-ninth year of the term (i.e., 2051) and in each 10th year thereafter (i.e., 2061, 2071, etc.) by providing 12 months’ written notice to the other party on August 1st of the year preceding the year of termination. Except for a termination by the Company “with cause” or a termination by Pepsi “without cause,” (each as defined in the Distribution Agreement), the Company is required to pay Pepsi certain compensation upon a termination as specified in the Distribution Agreement.

The Company agreed to provide Pepsi a right of first offer in the event the Company intends to (i) manufacture, distribute or sell products in certain additional countries as specified in the Distribution Agreement or (ii) distribute or sell products in any future channels and distribution methods during the term of the Distribution Agreement. Pepsi agreed to meet and confer in good faith with the Company regarding the terms and conditions upon which Pepsi may be willing to sell or distribute the Company's products, either directly or through local sub-distributors in certain other additional countries. The Distribution Agreement includes other customary provisions, including non-competition covenants in favor of the Company, representations and warranties, indemnification provisions, insurance provisions, and confidentiality provisions. In the fourth quarter of 2023, under the terms of the Distribution Agreement, the Company and Pepsi agreed to extend distribution to the Canadian market, which commenced in January of 2024 with Pepsi serving as the exclusive distributor.

On August 1, 2022, the Company and Pepsi executed a transition agreement providing for the Company’s transition of certain existing distribution rights in the Territory to Pepsi (the “Transition Agreement”). Under the terms of the Transition Agreement, Pepsi agreed to pay the Company up to $250 million in multiple tranches to facilitate the Company’s transition of certain distribution rights to Pepsi. The Company received $227.8 million from Pepsi that were contractually restricted to be used only to pay termination fees due to other distributors; any excess cash received over amounts due to other distributors was required to be refunded to Pepsi. During 2023, $38.3 million of such funds were refunded to Pepsi. As of and after December 31, 2023, there was no refund liability owed to Pepsi.

On March 23, 2024, the Company entered into Amendment No. 1 to the Distribution Agreement with Pepsi, pursuant to which the Company will provide Pepsi with an incentive program designed to incentivize and compensate Pepsi for its continued focus on and actions to support the Company. These incentives are accounted for as promotional allowances and recorded as a reduction to revenue.

License Agreement

In January 2019, the Company entered into a license and repayment of investment agreement with Qifeng. Under the agreement, Qifeng was granted the exclusive license rights to manufacture, market and commercialize Celsius branded products in China. The term of the agreement is 50 years, with annual royalty fees due from Qifeng after the end of each calendar year. The royalty fees are based on a percentage of Qifeng’s sales of Celsius branded products; however, the fees are fixed for the first five years of the agreement, totaling approximately $6.9 million combined, and then are subject to annual guaranteed minimums over the remaining term of the agreement.

Under the agreement, the Company granted Qifeng exclusive license rights and provides ongoing support in product development, brand promotion and technical expertise. The ongoing support is integral to the exclusive licensing rights; therefore, the license and the support represent a combined, single performance obligation. The transaction price consists of the guaranteed minimums and the variable royalty fees, all of which are allocated to the single performance obligation.

The Company uses the passage of time to measure progress towards satisfying its performance obligation because of its ongoing efforts in providing the exclusive license rights, including providing continuous access, updates and support, to product development, brand promotion and technical expertise.

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Inventories-net consists of the following:

			September 30, 2024						December 31, 2023
Finished goods			$	174,255					$	184,434
Raw materials			28,332						49,022
Less: inventory reserve			(5,015)						(4,181)
Inventories-net			$	197,572					$	229,275

Prepaid expenses and other current assets totaled approximately $38.2 million and $19.5 million as of September 30, 2024 and December 31, 2023, respectively, consisting mainly of tax receivables, prepaid insurance, prepaid advertising, prepaid advances to co-packers related to inventory production, prepaid general expenses, prepaid slotting fees, and deposits on purchases.

The note receivable from Qifeng consists of the following:

			September 30, 2024						December 31, 2023
Note receivable-current			$	3,517					$	3,471
Allowance for expected credit losses			(2,492)						(1,153)
Note receivable-current-net			$	1,025					$	2,318

Effective January 1, 2019, the Company entered into two separate economic agreements relating to the commercialization of Celsius products in China (i.e., the Qifeng exclusive license rights agreement and the Qifeng repayment of investment agreement). See Note 4. Revenue for information regarding the license agreement with Qifeng.

In addition to the license agreement, Qifeng agreed to repay, over a five-year period, the marketing investments made by Celsius into the China market through 2018. The Note required annual principal and interest payments on March 31 of each year, with the final payment scheduled for 2024. In February 2024, the Company amended the Note and extended the final maturity date to December 31, 2024. The Note is recorded at amortized cost less an allowance for expected credit losses. Interest income generated from the Note is included in the financial statement line item Interest income on note receivable in the consolidated statements of operations and comprehensive income.

The Company assesses the Note by considering the probability that the Company will be unable to collect the scheduled principal and interest payments based on historical experience of Qifeng’s ability to pay, the current economic environment, forward-looking information and other factors. As evidence of solvency for the Note, a stock certificate in Celsius Holdings, Inc. representing 60,000 shares owned by an affiliate under common control of Qifeng is held at a brokerage account. A letter of guarantee was executed with several restrictions regarding their shares. In particular, it was agreed that the stock would not be sold or transferred without the prior written consent from Celsius. Additional restrictions and agreements include that a statement of account will be provided to Celsius on a quarterly basis to confirm and validate the existence of the remaining shares.

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Property and equipment-net consists of the following:

			Estimated Useful Life in Years						September 30, 2024						December 31, 2023
Merchandising equipment - coolers			3-7						$	36,573					$	21,908
Office equipment			3-7						1,632						1,467
Vehicles			5						9,070						6,143
Less: accumulated depreciation									(8,905)						(4,650)
Property and equipment-net									$	38,370					$	24,868

Depreciation expense amounted to approximately $2.2 million and $0.7 million for the three months ended September 30, 2024 and 2023, respectively, and is reflected in selling, general and administrative expenses. Depreciation expense amounted to approximately $4.5 million and $1.7 million for the nine months ended September 30, 2024 and 2023, respectively.

The Company leases office space, a warehouse, and vehicles, both in the U.S. and internationally under operating and finance leases. The components of lease costs were as follows:

			For The Three Months Ended September 30,												For The Nine Months Ended September 30,
(in Thousands)			2024						2023						2024						2023
Operating lease costs			$	328					$	200					$	887					$	569
Amortization of right of use assets- finance lease			32						21						94						65
Total lease costs			$	360					$	221					$	981					$	634

Supplemental cash flow information and non-cash activity were as follows:

						For The Nine Months Ended September 30,
(in Thousands)						2024						2023
Cash paid for amounts related to lease liabilities
Operating cash flows from finance leases (interest)						$	8					$	5
Operating cash flows from operating leases						869						583
Financing cash flows from finance leases (principal)						46						33
Right-of-use assets obtained in exchange for lease obligations						$	4,248					$	777

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Weighted-average remaining lease terms and discount rates:

						For The Nine Months Ended September 30,
						2024						2023
Weighted-average remaining lease terms in years
Operating leases						7.92						2.26
Finance leases						1.75						2.16
Weighted-average discount rate
Operating leases						6.19		%				6.55		%
Finance leases						3.68		%				3.00		%

The aggregate annual lease obligations at September 30, 2024, were as follows:

						Operating Leases						Finance Leases
2024						$	438					$	19
2025						1,129						103
2026						884						181
2027						676						—
2028						660						—
Thereafter						2,963						—
Total future minimum lease payments						$	6,750					$	303
Less: amounts representing interest						1,199						15
Present value of lease liabilities						5,551						288
Less: current portion						1,358						99
Long-term portion						$	4,193					$	189

During September 2024, the Company entered into a non-cancelable sublease agreement for office space from a sublessor, which commenced in October 2024 and expires in 2029. The sublease terminates in the event the related master lease is terminated.

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At September 30, 2024 and December 31, 2023, goodwill was approximately $14.4 million and $14.2 million, respectively. The goodwill balance is subject to fluctuations as a result of changes in foreign exchange rates.

The carrying amount and accumulated amortization of intangible assets, net of the impact of foreign exchange rates, as of September 30, 2024 and December 31, 2023 were as follows:

			September 30, 2024						December 31, 2023
Definite-lived intangible assets
Customer relationships			$	14,085					$	13,911
Less: accumulated amortization			(2,676)						(2,233)
Definite-lived intangible assets-net			$	11,409					$	11,678
Indefinite-lived intangible assets
Brands			$	468					$	461
Intangibles-net			$	11,877					$	12,139

As of September 30, 2024 and December 31, 2023, there were no indicators of goodwill or intangible asset impairment. Customer relationships are amortized over an estimated useful life of 25 years, while brands have an indefinite life. Amortization expense for each of the three months ended September 30, 2024 and 2023 was approximately $0.1 million. Amortization expense for each of the nine months ended September 30, 2024 and 2023 was approximately $0.4 million. Amortization expense is included in selling, general and administrative expenses.

The following is the future estimated annualized amortization expense related to customer relationships:

2024			$	141
2025			563
2026			563
2027			563
2028			563
Thereafter			9,016
Total			$	11,409

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As of September 30, 2024 and December 31, 2023 accounts payable was approximately $30.9 million and $42.8 million, respectively.

Accrued expenses consisted of the following:

			September 30, 2024						December 31, 2023
Accrued marketing			$	23,549					$	18,252
Unbilled purchases			14,811						11,851
Accrued legal			5,572						7,633
Accrued freight			2,883						2,267
Other accrued expenses			26,209						22,117
Accrued expenses			$	73,024					$	62,120

Transactions with Pepsi

As further described in Note 13. Mezzanine Equity, on August 1, 2022, the Company issued approximately 1.5 million shares of non-voting Series A Preferred Stock to Pepsi. The shares accounted for approximately 8.5% of the Company’s outstanding common stock on the date of issuance, on an if-converted method. The purchase agreement (the "Purchase Agreement"), pursuant to which Pepsi acquired the Series A Preferred Stock, grants Pepsi the right to designate a nominee for election to the Company’s Board of Directors (the "Board"), provided that Pepsi meets certain ownership requirements.

Pepsi provided the Company $227.8 million in cash under the Transition Agreement in 2022. This amount was used to settle termination fees with former distributors, and any excess cash was contractually restricted and due back to Pepsi. During 2023, $38.3 million of such funds were refunded to Pepsi. Amounts received pursuant to the Transition Agreement relating to the costs associated with terminating the Company’s prior distributors were accounted for as deferred revenue and are being recognized ratably over the 20 year term of the Distribution Agreement. Unamortized deferred revenues (current and non-current) are included as separate line items on the consolidated balance sheets.

On August 1, 2022, the Company issued Series A Preferred Stock with a fair value of $832.5 million for an issuance price of $550.0 million and recorded the $282.5 million excess as deferred costs on the consolidated balance sheets (see Note 13. Mezzanine Equity). Costs are being amortized over the 20 year term of the Distribution Agreement and are recorded as an offset to revenue. Unamortized deferred other costs (current and non-current) are included as separate line items on the consolidated balance sheets.

See Note 1. Organization and Description of Business, Note 2. Basis of Presentation and Summary of Significant Accounting Policies, Note 4. Revenue, and Note 13. Mezzanine Equity for more information.

Related Party Leases

Series A Convertible Preferred Stock

As of September 30, 2024 and December 31, 2023, the Company has designated and authorized 1,466,666 shares of Series A Preferred Stock with a par value of $0.001 per share and a stated value of $375.00 per share. The stated value per share may be increased from time to time in the event dividends on the Series A are paid-in-kind (“PIK dividends”) pursuant to the Series A Certification of Designation (the “Series A Certificate”). On August 1, 2022, pursuant to the Purchase Agreement, the Company issued all of the authorized Series A Preferred Stock to Pepsi for stated cash consideration aggregating $550 million, excluding

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issuance costs. The Series A Preferred Stock was issued concurrently with the execution of the Distribution Agreement and the Transition Agreement. The Company determined that the aggregate fair value of the Series A Preferred Stock on the issuance date was $832.5 million, or $567.61 per share. Accordingly, the Series A Preferred Stock was recorded at that amount, net of issuance costs of $8.0 million, in the Company’s consolidated balance sheets, and consolidated statements of changes in stockholders’ equity and mezzanine equity.

The Company engaged a third-party valuation firm to assist in determining the fair value of the approximately 1.5 million shares of Series A Preferred Stock issued on August 1, 2022. The valuation of the Series A Preferred Stock represents a non-recurring fair value measurement. The Company used a Monte Carlo simulation model to determine the fair value of the Series A Preferred Stock on August 1, 2022. The Monte Carlo simulation utilized multiple level 2 input variables to determine the value of the Series A Preferred Stock including a volatility rate of 45%, risk free interest rate of 2.69%, 5.0% dividend rate, the closing price of the Company’s common stock on the issuance date of $98.87 (pre-split), a debt discount rate of 12.5% and a discount for lack of marketability attributed to the registration period of the underlying stock. The selected historical volatility was based on Celsius and a certain peer group. The risk-free interest rate was based on the U.S. STRIPS Rate with a corresponding term as of issuance date. The 5.0% dividend rate is consistent with the provisions of the Series A Preferred Stock and with the Company’s past payments of dividends made in cash. The debt discount rate was based on estimated credit analysis and corresponding market yields as of the issuance date. The Company applied a nominal discount for lack of marketability with respect to the assumed registration period of the underlying shares.

Mezzanine Classification

The Series A Preferred Stock is redeemable in the event of a change in control as defined in the Series A Certificate. ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), specifically ASC 480-10-S99-3A, requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Preferred securities that are mandatorily redeemable are required to be classified by the issuer as liabilities whereas under ASC 480 an issuer should classify a preferred security whose redemption is contingent on an event not entirely in control of the issuer as mezzanine equity. The Series A is not considered mandatorily redeemable other than in the event of a change of control, and a change in control is not solely in control of the Company. Accordingly, the Company determined that mezzanine treatment is appropriate for the Series A and has presented it as such in the consolidated balance sheets and consolidated statements of changes in stockholders’ equity and mezzanine equity, as of both September 30, 2024 and December 31, 2023.

Pursuant to the Purchase Agreement, Pepsi, together with its affiliates, has certain rights and is also subject to various restrictions with respect to its ownership of the Company’s outstanding common shares on an as-converted basis, through purchases of the Company’s common stock in the open market and the accumulation of PIK dividends. Additionally, pursuant to the Purchase Agreement, Pepsi has the right to designate one nominee for election to the Board so long as Pepsi (together with its affiliates) beneficially owns at least approximately 11.0 million shares of the Company’s outstanding common stock on an as-converted basis. Notwithstanding that the Series A is not currently convertible into common stock, the Purchase Agreement provides that Pepsi is deemed to beneficially own the underlying shares of common stock for purposes of its rights under the Purchase Agreement. In August 2022, the Company expanded the number of Board seats in connection with the election of a Pepsi representative to the Board.

Liquidation Preference

The Series A ranks, with respect to distribution rights and rights on liquidation, winding-up and dissolution, (i) senior and in priority of payment to the Company’s common stock, (ii) senior to any class or series of capital stock of the Company expressly designated as ranking junior to the Series A, (iii) on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series A, and (iv) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series A. The aggregate liquidation preference of the Series A was $550 million as of both September 30, 2024 and December 31, 2023.

Voting

The Series A confers no voting rights, except as otherwise required by applicable law, and with respect to matters that adversely change the powers, preferences, privileges, rights or restrictions given to the Series A or provided for its benefit, or would result in securities that would be senior to or pari passu with the Series A. As described above, Pepsi has a contractual right to representation on the Board, subject to maintaining certain ownership thresholds.

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Stock Split

As a result of the Forward Stock Split, the conversion ratio for Series A Preferred Stock, initially set at five-for-one, was adjusted to fifteen-for-one. The adjustment maintains the proportional interests of Series A stockholders post-split. The revised conversion ratio, reflecting the impact of the Forward Stock Split, became effective on the split's effective date.

Dividends

The Series A entitles the holder to cumulative dividends, which are payable quarterly in arrears either in cash, in-kind, or a combination thereof, at the Company’s election (“Regular Dividends”). Regular Dividends accrue on each share of Series A at the rate of 5.00% per annum, subject to adjustment as set forth in the Series A Certificate. In addition to such quarterly Regular Dividends, shares of Series A also entitle the holder to participate in any dividends paid on the Company’s common stock on an as-converted basis. There were no cumulative undeclared dividends on the Series A at September 30, 2024. There were no dividends issued to common stockholders for the nine months ended September 30, 2024 or 2023.

Redemption

Subject to certain conditions set forth in the Series A Certificate, Series A may be redeemed at a price per share of Series A equal to the sum of (i) the stated value of such share of Series A as of the applicable redemption date, plus (ii) without duplication, all accrued and unpaid dividends previously added to the stated value of such share of Series A, and all accrued and unpaid dividends per share of Series A through such redemption date (the “Redemption Price”).

Company’s Optional Redemption

At any time from and after the earlier of (i) August 1, 2029, if the ten-day volume weighted average price of the Company’s common stock (the “Ten-Day VWAP”) does not exceed the conversion price on the date immediately prior to the date the Company delivers a redemption notice to the holders, and (ii) the cancellation of the Distribution Agreement by the Company, the Company has the right to redeem all (and not less than all) of the then-outstanding shares of Series A at the Redemption Price. In the event of the Company's optional redemption, the Company shall affect such redemption by paying the entire Redemption Price on or before the date that is thirty days after the delivery of the Company’s redemption notice and by redeeming all the shares of Series A on such date.

Change in Control Redemption

In the event of a change in control, as defined by the following scenarios, the Company (or its successor) shall redeem all (and not less than all) of the then-issued and outstanding shares of Series A: (i) a sale or transfer, directly or indirectly, of all or substantially all of the assets of the Company in any transaction or series of related transactions (other than sales in the ordinary course of business); (ii) any merger, consolidation or reorganization of the Company with or into any other entity or entities as a result of which the holders of the Company’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization no longer represent at least a majority of the voting power of the surviving or resulting Company or other entity; or (iii) any sale or series of sales, directly or indirectly, beneficially or of record, of shares of the Company’s capital stock by the holders thereof which results in any person or group of affiliated persons owning capital stock holding more than 50% of the Company's voting power.

Upon a change in control and redemption, each Series A holder will receive, an amount equal to the greater of (A) the Redemption Price in cash, or (B) the cash and/or other assets (including securities) such holder would have received if each share of Series A were converted into a number of shares of common stock equal to the then-applicable conversion ratio and participated in such transaction resulting in such change of control as of the close of business on the business day immediately prior to the effective date of such transaction.

If the Company or its successor shall not have sufficient funds legally available under the Nevada law governing distributions to stockholders to redeem all outstanding shares of Series A, then the Company shall (A) redeem, pro rata among the holders, a number of shares of Series A equal to the number of shares of Series A that can be redeemed with the maximum amount legally available for the redemption, and (B) redeem all remaining shares of Series A not redeemed because of the foregoing limitations at the applicable change of control Redemption Price as soon as practicable after the Company (or its successor) is able to make such redemption out of assets legally available for the purchase of such shares of Series A. The inability of the Company (or its successor) to make a redemption payment for any reason shall not relieve the Company (or its successor) from its obligation to affect any required redemption when, as and if permitted by applicable law.

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Holder Right to Request Redemption

On each of August 1, 2029, August 1, 2032, and August 1, 2035, the majority holders of the Series A have the right, upon no less than six months prior written notice to the Company, to request that the Company redeem all (and not less than all) of the then-outstanding shares of Series A, at the Redemption Price.

In the event of a holder-optional redemption, the Redemption Price will be payable, and the Company shall redeem the shares in three equal installments. These installments would commence on August 1, 2029, August 1, 2032, or August 1, 2035, as applicable, and in each case on the fifteenth- and thirtieth-month anniversary thereafter. On each redemption date for a holder-optional redemption, the Company will redeem shares of Series A on a pro rata basis according to the number of shares owned by each holder. The number of outstanding shares will be determined by dividing (i) the total number of shares of Series A Preferred Stock outstanding immediately prior to such redemption date by (ii) the number of remaining redemption dates (including the redemption date to which such calculation applies).

If, on any redemption date, legal constraints under the Nevada law governing distributions to stockholders or the terms of any indebtedness of the Company to financial institutions prevents the Company from redeeming all shares of Series A, the Company will ratably redeem the maximum number of shares that it may legally redeem, and will redeem the remaining shares as soon as it may lawfully do so.

Should any shares of Series A scheduled for redemption on a redemption date remain unredeemed for any reason on such redemption date, the following will occur: from the redemption date to the fifteen-month anniversary of such redemption date, the dividend rate with respect to such unredeemed share will automatically increase to 8% per annum. From such fifteenth-month anniversary to the thirtieth-month anniversary of such redemption date, the dividend rate with respect to such unredeemed share will automatically increase to 10% per annum. After such thirtieth-month anniversary of such redemption date, the dividend rate with respect to any such unredeemed share will automatically increase to 12% per annum, in each case until such share is duly redeemed or converted.

Conversion

The shares of Series A may be converted into shares of the Company’s common stock pursuant to the Series A Certificate either at the option of the Company or subject to an automatic conversion as discussed below. The Series A was issued with a conversion price of $25 which is potentially subject to adjustment pursuant to the Series A Certificate. The conversion ratio is calculated as the quotient of (a) the sum of (x) the stated value of such share of Series A as of the applicable conversion date, plus (y) all accrued and unpaid dividends previously added to the stated value of such share of Series A, and without duplication, all accrued and unpaid dividends per share of Series A through the applicable conversion date; divided by (b) the conversion price as of the conversion date. As of September 30, 2024, the conversion ratio of the Series A into common was one-for-fifteen. At September 30, 2024, approximately 22.0 million shares of the Company’s common stock were issuable upon conversion of the Series A Preferred Stock.

As of September 30, 2024, the Series A was not probable of becoming redeemable, as the most likely method of settlement is through conversion which is likely to occur before the holder's right to request redemption becomes exercisable.

Company Optional Conversion

At any time from and after August 1, 2029, provided the Ten-Day VWAP immediately prior to the date the Company delivers a conversion notice to the holders of Series A exceeds the conversion price, the Company may elect to convert all, but not less than all, of the outstanding shares of Series A into shares of the Company’s common stock.

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Automatic Conversion

The Series A will convert automatically into shares of the Company’s common stock upon the occurrence of any of the following, each an “Automatic Conversion Event”:

•Any date from and after the valid termination of the Distribution Agreement by the Company or Pepsi, if the Ten-Day VWAP immediately preceding such date exceeds the conversion price of such share as of such date.

•Any date from and after August 1, 2028, on which (x) the Company’s products meet a market share requirement during a specified period (as defined in the Distribution Agreement) and (y) the Ten-Day VWAP immediately prior to such date exceeds the conversion price of such share as of such date. In the case of an Automatic Conversion Event, each share of Series A then outstanding shall be converted into the number of shares of common stock equal to the conversion ratio of such share in effect as of the automatic conversion date. The occurrence of an Automatic Conversion Event will terminate any right of the holder to receive a redemption at their request even if such request had already been submitted, provided that the Series A Preferred shares had not already been redeemed.

In general, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain discrete items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter. The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, and state and local income taxes.

The effective income tax rate for the three months ended September 30, 2024 was 22.3%. Such rate differed from the statutory federal income tax rate of 21.0% primarily due to disallowed stock-based compensation expense and state income taxes. The effective income tax rate for the nine months ended September 30, 2024 was 20.1%. Such rate differed from the statutory federal income tax rate of 21.0% primarily due to significant windfall benefits on stock-based compensation awards in the first quarter treated as a discrete items, offset by disallowed stock-based compensation expense and state income taxes.

The effective income tax rate for the three months ended September 30, 2023 was 19.9%. Such rate differed from the statutory federal income tax rate of 21.0% primarily due to net benefits on stock-based compensation awards, disallowed stock-based compensation expense and state income taxes. The effective income tax rate for the nine months ended September 30, 2023 was 21.1%. Such rate differed from the statutory federal income tax rate of 21.0% primarily due to disallowed stock-based compensation expense and state income taxes, partially offset by windfall benefits on stock-based compensation awards.

The Company is subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. The Company’s tax returns for tax years beginning 2020 remain subject to potential examination by the taxing authorities.

On April 30, 2015, the Company adopted the 2015 Stock Incentive Plan (the "2015 Plan") with the objective of attracting and retaining highly competent personnel through opportunities to acquire the Company’s common stock.

As of September 30, 2024, 20.8 million shares were available for issuance under the 2015 Plan. The 2015 Plan expires in 2025, and the Company intends to seek stockholder approval of a new plan at the Company's 2025 annual meeting of stockholders.

The 2006 Incentive Stock Plan (the "2006 Plan"), which was adopted on January 18, 2007 and expired in 2017, similarly had the objective of attracting and retaining highly competent employees, directors, and independent consultants through opportunities to acquire the Company’s common stock. As of September 30, 2024, there were no unvested awards under the 2006 Plan and certain vested but unexercised awards remained outstanding. No further awards can be granted under the 2006 Plan.

For the three months ended September 30, 2024 and 2023, the Company recognized stock-based compensation expense of approximately $5.4 million and $5.0 million, respectively, included in selling, general and administrative expenses. For the nine months ended September 30, 2024 and 2023, this expense was approximately $13.7 million and $16.2 million, respectively, included in selling, general and administrative expenses.

The Company used straight-line amortization of compensation expense over the requisite service or vesting period of the grant and recognizes forfeitures as they occur.

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Stock Options

The maximum contractual term of the Company’s stock options is 10 years.

The Company used the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances.

A summary of the status of the Company’s outstanding stock options as of September 30, 2024 and changes during the nine months ending on that date is as follows:

			Shares						Weighted Average Exercise Price						Aggregate Intrinsic Value(1)						Weighted Average Remaining Term (Yrs)
At December 31, 2023			4,918						$	3.81					$	249,541					4.45
Exercised			(2,489)						1.54						112,394						—
Forfeiture and cancelled			—						—						—						—
At September 30, 2024			2,429						$	6.13					$	61,277					5.00
Exercisable at September 30, 2024			2,429						$	6.13					$	61,277					5.00

(1 The intrinsic value represents the amount by which the fair value of the Company's common stock exceeded the option exercise price as of September 30, 2024.

The total intrinsic value of the stock options exercised was $51.1 million for the three months ended September 30, 2024 compared to $50.5 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the total intrinsic value of the stock options exercised was $112.4 million compared to $78.6 million for the nine months ended September 30, 2023. The total number of stock options exercised was 1.7 million during the three months ended September 30, 2024 compared to 1.0 million for the three months ended September 30, 2023.

As of September 30, 2024, the Company did not have any unrecognized pre-tax non-cash compensation expense related to options to purchase shares.

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Restricted Stock Units

Restricted stock units are awards that give the holder the right to receive one share of common stock for each restricted stock unit upon meeting service-based vesting conditions (typically annual vesting in three equal annual installments, with a requirement that the holder remains in the continuous employment of the Company). The Company determines the fair value of restricted stock-based awards that vest over time based on the market price of the common stock on the date of grant. The holders of unvested units do not have the same rights as stockholders and do not have the right to receive any dividends or the right to vote.

A summary of the Company’s restricted stock unit activity for the nine months ended September 30, 2024 and 2023 is presented in the following table:

			Nine Months Ended
			September 30, 2024												September 30, 2023
			Shares						Weighted Average Grant Date Fair Value						Shares(1)						Weighted Average Grant Date Fair Value(1)
Unvested at beginning of period			1,218						$	26.13					1,617						$	20.24
Granted			279						73.67						432						35.14
Vested			(653)						22.90						(618)						19.50
Forfeited and cancelled			(66)						38.07						(192)						24.22
Unvested at end of period			778						$	44.95					1,239						$	31.42

(1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.

The total fair value of shares vested during the nine months ended September 30, 2024 and 2023 was approximately $15.0 million and $22.1 million, respectively. Unrecognized compensation expense related to outstanding restricted stock units to employees and directors as of September 30, 2024 and 2023 was $25.0 million and $20.0 million, respectively, and is expected to be expensed over the next 2.1 years.

Performance-based Stock Awards

PSUs are awards that give the holder the right to receive one share of common stock for each PSU upon meeting performance or market-based vesting conditions. These conditions typically include the attainment of specific metrics over a defined period. The fair value of the PSUs is determined based on either the grant date fair value for performance metrics or using a Monte Carlo simulation for market based awards. The Company recognizes expense if the metrics are probable of being achieved and expensed using either a straight line or an accelerated attribution model. Additionally, the Company recognizes compensation expense for non-employees in the same manner and periods as though cash had been paid for services received.

The Human Resources and Compensation Committee of the Board of Directors approved certain PSUs under the 2015 Plan, with each PSU initially equivalent in value to one share of Celsius' common stock.

In the third quarter of 2022, PSUs with an aggregate grant date fair value of $7.5 million, were issued to certain employees. These awards included an immediate vesting of 20% of the shares as well as specific performance-based metrics to be met in year one and year two of the issuance. These awards were fully vested, using the accelerated attribution method according to ASC 718, during the three months ended September 30, 2024.

In March 2024, PSUs with an aggregate award of approximately 65,000 shares of the Company's common stock were granted to certain officers of the Company. The PSUs vest over a period of three years from the grant date based on continuous service, with the number of shares earned (50% to 200% of the target awarded) depending upon the extent to which the Company can achieve certain financial and market performance targets measured over the period beginning January 1, 2024 through December 31, 2026. Approximately one-third of the PSUs were valued at $79.27 per PSU based on the Company's common stock price on the grant date, and the financial targets for vesting are based on the Company's achievement of certain revenue metrics. The Company recognizes the grant-date fair value of these PSUs as stock-based compensation expense ratably over the vesting period based on the number of awards expected to vest at each reporting date. The remaining PSUs were valued using a Monte Carlo simulation model. This model incorporates assumptions such as the risk-free interest rate based on zero-coupon yields implied by U.S. Treasury

---

issuances, and expected volatility derived from historical data of the Company's common stock and certain indices. The Company recognizes the grant-date fair value of these awards as stock-based compensation expense ratably over the vesting period. Approximately one-third of the performance target for vesting is based on total shareholder return relative to the Company's peer group, with each PSU valued at $134.75. The remaining one-third have a vesting performance target based on a specific market price, with each PSU valued at $20.25.

In August 2024, an aggregate of 104,000 PSUs were issued to certain employees of the Company with a performance period ending on December 31, 2025. The PSUs were valued at $39.40 per unit, based on the Company's common stock price on the grant date. A total of 87,000 shares vest dependent on the Company meeting specific market share MULO+C metrics for each of the years ending December 31, 2024, and 2025. Should the performance goal not be met by the period ending December 31, 2024, the portion of shares shall remain outstanding and vest if the December 31, 2025, goal is met. The remaining 17,000 shares vest if the Company meets a cumulative international revenue target, in 2024 and 2025 to be achieved by December 31, 2025.

A summary of the Company’s PSU activity for the nine months ended September 30, 2024 and 2023 is presented in the following table:

			Nine Months Ended
			September 30, 2024												September 30, 2023
			Shares						Weighted Average Grant Date Fair Value						Shares (1)						Weighted Average Grant Date Fair Value (1)
Unvested at beginning of period			123						$	29.43					228						$	30.49
Granted			169						53.80						—						—
Vested			(78)						32.76						(93)						32.76
Forfeited and cancelled			—						—						(12)						24.87
Unvested at end of period			214						$	47.94					123						$	30.45

(1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.

Unrecognized compensation expense related to outstanding PSUs issued to employees and non-employee consultants as of September 30, 2024 was approximately $7.2 million, and is expected to be expensed over a weighted average period of 1.9 years.

Issuance of common stock pursuant to exercise of stock options and other awards

During the three months ended September 30, 2024, the Company issued an aggregate of 1.7 million shares of common stock under the 2015 Plan and received aggregate proceeds of approximately $2.7 million. During the nine months ended September 30, 2024, the Company issued an aggregate of 3.2 million shares of common stock under the 2015 Plan and received aggregate proceeds of approximately $3.8 million.

During the three months ended September 30, 2023, the Company issued an aggregate of 1.0 million shares of its common stock under the 2015 Plan and 2006 Plan and received aggregate proceed of approximately $0.9 million. During the nine months ended September 30, 2023, the Company issued an aggregate of 2.5 million shares of its common stock under the 2015 Plan and 2006 Plan and received aggregate proceed of approximately $1.6 million.

To cover employees’ tax withholding obligations, the Company uses net settlement, withholding shares upon vesting and paying the related taxes. For the three and nine months ended September 30, 2024, $1.7 million related to these net settlements was recorded and is reflected as repurchase of common stock related to tax withholdings in the Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity as well as in the Consolidated Statements of Cash Flows. No amount was recorded for the same periods in the prior year.

---

Legal

SEC Inquiry

On January 8, 2021, the Company received a letter from the SEC Division of Enforcement seeking the production of documents in connection with a non-public, fact-finding inquiry by the SEC to determine whether violations of the federal securities laws had occurred. Subsequent to January 8, 2021, the Company received subpoenas for production of documents in connection with this matter. The investigation and requests from the SEC do not represent that the SEC has concluded that the Company or anyone else has violated the federal securities laws. The Company has cooperated and will continue to cooperate with the SEC staff in its investigation and requests. At this time, however, the Company cannot predict the length, scope, or results of the investigation or the impact, if any, of the investigation on the Company's results of operations.

Derivative Actions

On January 11, 2023, certain of the Company’s directors and present and former officers were named as defendants in a derivative action complaint filed in the U.S. District Court for the District of Nevada, (the "Lampert Derivative Action"). The Company was named as a nominal defendant. The allegations involve purported false and misleading statements or omissions made between August 12, 2021, and March 1, 2022, which are claimed to have artificially inflated the Company’s stock price. This action asserts the following claims: (i) breach of fiduciary duty, (ii) unjust enrichment, and (iii) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

Subsequently, substantially similar derivative action complaints were filed, first on May 19, 2023, against the Company, as a nominal defendant, and certain of the Company's directors and present and former officers in a derivative action in the U.S. District Court for the Southern District of Florida, (the "Hammond Derivative Action"). This class action asserts claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, and (v) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

A second action was filed on July 10, 2023, against the Company, as a nominal defendant, and certain of the Company’s directors and present and former officers in a derivative action in the District Court for the Eighth Judicial District in Clark County, Nevada, (the “Ingrao Derivative Action”). The Ingrao Derivative Action asserts claims for (i) breach of fiduciary duty and (ii) unjust enrichment.

A third action was filed on July 12, 2023 against the Company, as a nominal defendant, and certain of the Company’s directors and present and former officers in a derivative action in the U.S. District Court for the Southern District of Florida (the “Hepworth Derivative Acton”). This class action asserts claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, and (v) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

The Lampert Derivative Action remains stayed, pursuant to the Court’s Order, issued on July 9, 2024, which approved the parties’ joint stipulation to stay of litigation. The Ingrao Derivative Action remains stayed, following the Court’s entry of an Order, on September 11, 2023, approving the parties’ joint stipulation regarding stay of litigation. On March 11, 2024, the Hammond Derivative Action and the Hepworth Derivative Actions were voluntarily dismissed and, on April 11, 2024, a single complaint containing substantially similar allegations was filed in the U.S. District Court for the District of Nevada, (the "Refiled Derivative Action"). The Refiled Derivative Action remains stayed, following the Court’s Order, issued on June 12, 2024, approving the parties’ joint stipulation to stay the litigation. Plaintiffs have collectively proposed that certain corporate governance actions be implemented and have requested attorney fees. Although the Company believes the various derivative actions are without merit, the Company has reached a negotiated settlement in principle, the amount of which is immaterial.

Strong Arm Productions

On May 4, 2021, Plaintiffs Strong Arm Productions USA, Inc., Tramar Dillard p/k/a Flo Rida, and D3M Licensing Group, LLC filed a lawsuit against the Company in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Plaintiffs asserted that the Company breached two endorsement and licensing agreements that were entered into, between Plaintiffs and the Company in 2014 and 2016. Plaintiffs alleged the Company had reached certain revenue and sales benchmarks set forth in the 2014 agreement that entitled them to receive 2.3 million shares (as adjusted for the Forward Stock Split) of the Company's common stock. In addition, Plaintiffs claimed they were entitled to receive unspecified royalties under the 2016 agreement.

---

A jury trial commenced on this matter on January 10, 2023. On January 18, 2023, the jury rendered a verdict against the Company for $82.6 million in compensatory damages. On April 27, 2023, the court denied the Company’s post-trial motions which sought (i) dismissal of the case notwithstanding the verdict based on the plain language of the contracts at issue; (ii) in the alternative, granting a new trial; or (iii) in the alternative, reducing the award of damages to $2.1 million, which reflects the Company’s stock price on the date that the jury found the relevant revenue and sales benchmarks at issue were met. The judgment will accrue post-judgement interest at 5.52% per year as of February 13, 2023.

The Company believes that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. The Company filed a notice of appeal to the Fourth District Court of Appeal for the State of Florida on February 21, 2023, which is currently proceeding. The Company intends to vigorously challenge the judgment through the appeal processes, and filed its initial brief on October 6, 2023.

The Company believes that the likelihood that the full amount of the judgment will be affirmed is not probable. The Company currently estimates a range of possible outcomes between $2.1 million and $82.6 million plus interest and has accrued a liability as of September 30, 2024, reflected in accounts payable and accrued expenses in the consolidated balance sheets, at the low end of that range. The ultimate amount of the original judgement that the Company may be required to pay could be materially different than the amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter.

Commitments

The Company has entered into distribution agreements that provide for the payment of liquidated damages in the event that the Company terminates the distribution agreements without cause. Cause has been defined in various ways. If management makes the decision to terminate an agreement without cause, an estimate of expected damages is accrued, and an expense is recorded within selling, general and administrative expenses for the period in which termination was initiated.

As of September 30, 2024 and December 31, 2023, the Company had purchase commitments to third parties of $62.8 million and $55.3 million, respectively. The Company's purchase obligations are primarily related to third party suppliers and have arisen through the normal course of business. These obligations vary in terms and none are individually significant.

As of September 30, 2024 and December 31, 2023, the Company had long term contractual obligations aggregating to approximately $42.3 million and $34.4 million, respectively, which related primarily to suppliers, sponsorships, and other marketing activities.

On November 1, 2024, Celsius completed its acquisition of all issued and outstanding membership interests in Big Beverages Contract Manufacturing, L.L.C. ("Big Beverages"), pursuant to a membership interest purchase agreement, for $75.0 million in cash, subject to customary post-closing purchase price adjustments. Big Beverages is a longtime Celsius co-packer.

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Name and Title

Type of Plan

Participant's Adoption Date

Termination Date or Date Terminated by Participant

Aggregate Number of Securities

Description of Trading Arrangement

John Fieldly, Chief Executive Officer

10b5-1(c)(1) Trading Plan

March 4, 2024

Terminated by Mr. Fieldly on September 11, 2024

251,046

Sale of shares of common stock (vested stock options or other awards)

Jarrod Langhans, Chief Financial Officer

10b5-1(c)(1) Trading Plan

March 11, 2024

Terminated by Mr. Langhans on September 11, 2024

20,000

Sale of shares of common stock (vested stock options or other awards)

John Fieldly, Chief Executive Officer

10b5-1(c)(1) Trading Plan

September 13, 2024

December 13, 2025

311,605

Sale of shares of common stock (vested stock options or other awards)

Jarrod Langhans, Chief Financial Officer

10b5-1(c)(1) Trading Plan

September 13, 2024

December 13, 2025

20,000

Sale of shares of common stock (vested stock options or other awards)

---

---

v3.24.3

Cover - shares	9 Months Ended
	Sep. 30, 2024	Oct. 30, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-34611
Entity Registrant Name	CELSIUS HOLDINGS, INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	20-2745790
Entity Address, Address Line One	2424 N Federal Highway
Entity Address, Address Line Two	Suite 208
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	561
Local Phone Number	276-2239
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	CELH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		235,031,452
Entity Central Index Key	0001341766
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

v3.24.3

Consolidated Balance Sheets - USD ($) $ in Thousands		Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents		$ 903,748	$ 755,981
Accounts receivable-net	[1]	208,774	183,703
Note receivable-current-net		1,025	2,318
Inventories-net		197,572	229,275
Deferred other costs-current	[2]	14,124	14,124
Prepaid expenses and other current assets		38,227	19,503
Total current assets		1,363,470	1,204,904
Property and equipment-net		38,370	24,868
Deferred tax assets		24,186	29,518
Right of use assets-operating leases		5,506	1,957
Right of use assets-finance leases		214	208
Deferred other costs-non-current	[2]	237,746	248,338
Intangibles-net		11,877	12,139
Goodwill		14,360	14,173
Other long-term assets		8,594	291
Total Assets		1,704,323	1,536,396
Current liabilities:
Accounts payable	[3]	30,938	42,840
Accrued expenses	[4]	73,024	62,120
Income taxes payable		739	50,424
Accrued promotional allowance	[5]	158,810	99,787
Lease liability operating-current		1,358	980
Lease liability finance-current		99	59
Deferred revenue-current	[2]	9,513	9,513
Other current liabilities		14,979	10,890
Total current liabilities		289,460	276,613
Lease liability operating-non-current		4,193	955
Lease liability finance-non-current		189	193
Deferred tax liabilities		2,275	2,880
Deferred revenue-non-current	[2]	160,092	167,227
Total Liabilities		456,209	447,868
Commitments and contingencies (Note 16)
Mezzanine Equity
Series A convertible preferred stock, $0.001 par value per share, 5% cumulative dividends; 1,466,666 shares issued and outstanding at each of September 30, 2024 and December 31, 2023, aggregate liquidation preference of $550,000 as of both September 30, 2024 and December 31, 2023.	[2]	824,488	824,488
Stockholders’ Equity:
Common stock, $0.001 par value per share; 300,000,000 shares authorized, 234,982,044 and 231,787,482 shares issued and outstanding at each of September 30, 2024 and December 31, 2023, respectively		79	77
Additional paid-in capital		292,576	276,717
Accumulated other comprehensive loss		(338)	(701)
Retained earnings (accumulated deficit)		131,309	(12,053)
Total Stockholders’ Equity		423,626	264,040
Total Liabilities, Mezzanine Equity and Stockholders’ Equity		$ 1,704,323	$ 1,536,396
[1] Includes $118.1 million and $130.0 million from a related party as of September 30, 2024 and December 31, 2023, respectively. [2] Amounts in this line item are associated with a related party for all periods presented. [3] Includes $0.8 million and $0.1 million due to a related party as of September 30, 2024 and December 31, 2023, respectively. [4] Includes no balance due to a related party as of September 30, 2024 and $1.0 million as of December 31, 2023. [5] Includes $101.3 million and $51.8 million due to a related party as of September 30, 2024 and December 31, 2023, respectively.

v3.24.3

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands		Sep. 30, 2024	Dec. 31, 2023
Mezzanine equity, shares outstanding (in shares)		1,467,000	1,467,000
Common stock, par value (in USD per share)		$ 0.001	$ 0.001
Common stock, shares authorized (in shares)		300,000,000	300,000,000
Common stock, shares issued (in shares)		234,982,044	231,787,482
Common stock, shares outstanding (in shares)		234,982,044	231,787,482
Accounts receivable-net	[1]	$ 208,774	$ 183,703
Accounts payable	[2]	30,938	42,840
Accrued expenses	[3]	73,024	62,120
Accrued promotional allowance	[4]	158,810	99,787
Related Party
Accounts receivable-net		118,100	130,000
Accounts payable		800	100
Accrued expenses		0	1,000
Accrued promotional allowance		$ 101,300	$ 51,800
Series A Preferred Stock
Mezzanine equity, par value (in USD per share)		$ 0.001	$ 0.001
Mezzanine equity, cumulative dividend (percentage)		5.00%	5.00%
Mezzanine equity, shares issued (in shares)		1,466,666	1,466,666
Mezzanine equity, shares outstanding (in shares)		1,466,666	1,466,666
Mezzanine equity, redemption amount		$ 550,000	$ 550,000
[1] Includes $118.1 million and $130.0 million from a related party as of September 30, 2024 and December 31, 2023, respectively. [2] Includes $0.8 million and $0.1 million due to a related party as of September 30, 2024 and December 31, 2023, respectively. [3] Includes no balance due to a related party as of September 30, 2024 and $1.0 million as of December 31, 2023. [4] Includes $101.3 million and $51.8 million due to a related party as of September 30, 2024 and December 31, 2023, respectively.

v3.24.3

Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	[1]	$ 265,748	$ 384,757	$ 1,023,433	$ 970,579
Cost of revenue		143,519	190,675	509,899	503,685
Gross profit		122,229	194,082	513,534	466,894
Selling, general and administrative expenses	[2]	125,443	96,385	339,310	259,471
(Loss) income from operations		(3,214)	97,697	174,224	207,423
Other income (expense):
Interest income on note receivable		0	28	28	101
Interest income-net		11,112	7,197	31,371	17,666
Foreign exchange gain (loss)		277	(177)	(356)	(1,226)
Total other income		11,389	7,048	31,043	16,541
Net income before provision for income taxes		8,175	104,745	205,267	223,964
Provision for income taxes		(1,819)	(20,796)	(41,317)	(47,279)
Net income		6,356	83,949	163,950	176,685
Dividends on Series A convertible preferred stock	[3]	(6,913)	(6,875)	(20,588)	(20,512)
Income allocated to participating preferred stock	[3]	0	(6,702)	(12,357)	(13,605)
Net (loss) income attributable to common stockholders		(557)	70,372	131,005	142,568
Other comprehensive income (loss):
Foreign currency translation adjustments, net of income tax		2,025	(664)	363	(660)
Comprehensive income		$ 1,468	$ 69,708	$ 131,368	$ 141,908
(Loss) earnings per share
Basic (in USD per share)	[4]	$ 0.00	$ 0.30	$ 0.56	$ 0.62
Diluted (in USD per share)	[4]	$ 0.00	$ 0.30	$ 0.55	$ 0.60
Weighted average shares outstanding
Basic (in shares)	[4]	233,696	231,006	233,219	230,523
Diluted (in shares)	[4]	233,696	237,273	237,480	236,886
[1] Includes $124.7 million and $547.8 million for the three and nine months ended September 30, 2024, respectively, and $248.6 million and $590.0 million for the three and nine months ended September 30, 2023, respectively, from a related party. [2] Includes $0.5 million and $1.6 million for the three and nine months ended September 30, 2024, respectively, and $0.5 million and $1.1 million for the three and nine months ended September 30, 2023, respectively, from a related party. [3] Amounts in this line item are associated with a related party for all periods presented. [4] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.

v3.24.3

Consolidated Statements of Operations and Comprehensive Income (Parenthetical) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Revenue	[1]	$ 265,748	$ 384,757	$ 1,023,433	$ 970,579
Selling, general and administrative expenses	[2]	125,443	96,385	339,310	259,471
Related Party
Revenue		124,700	248,600	547,800	590,000
Selling, general and administrative expenses		$ 500	$ 500	$ 1,600	$ 1,100
[1] Includes $124.7 million and $547.8 million for the three and nine months ended September 30, 2024, respectively, and $248.6 million and $590.0 million for the three and nine months ended September 30, 2023, respectively, from a related party. [2] Includes $0.5 million and $1.6 million for the three and nine months ended September 30, 2024, respectively, and $0.5 million and $1.1 million for the three and nine months ended September 30, 2023, respectively, from a related party.

v3.24.3

Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity - USD ($) $ in Thousands		Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Retained Earnings (Accumulated Deficit)	Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Dec. 31, 2022	[1]			229,147,000
Beginning balance at Dec. 31, 2022		$ 40,091	$ (82)	$ 76	$ 280,668	$ (1,881)	$ (238,772)	$ (82)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation		5,507			5,507
Stock option exercises, RSUs and PSUs converted to common stock (in shares)	[1]			1,200,000
Stock option exercises, RSUs and PSUs converted to common stock		479		$ 1	478
Dividends paid on Series A convertible preferred stock		(6,781)			(6,781)
Foreign currency translation		594				594
Net income		41,227					41,227
Ending balance (in shares) at Mar. 31, 2023	[1]			230,347,000
Ending balance at Mar. 31, 2023		$ 81,035		$ 77	279,872	(1,287)	(197,627)
Beginning balance (in shares) at Dec. 31, 2022		1,467,000
Beginning balance at Dec. 31, 2022		$ 824,488
Ending balance (in shares) at Mar. 31, 2023		1,467,000
Ending balance at Mar. 31, 2023		$ 824,488
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation		5,735			5,735
Stock option exercises, RSUs and PSUs converted to common stock (in shares)	[1]			306,000
Stock option exercises, RSUs and PSUs converted to common stock		229			229
Dividends paid on Series A convertible preferred stock		(6,856)			(6,856)
Foreign currency translation (in shares)	[1]			0
Foreign currency translation		(590)				(590)
Net income		51,509					51,509
Ending balance (in shares) at Jun. 30, 2023	[1]			230,653,000
Ending balance at Jun. 30, 2023		$ 131,062		$ 77	278,980	(1,877)	(146,118)
Ending balance (in shares) at Jun. 30, 2023		1,467,000
Ending balance at Jun. 30, 2023		$ 824,488
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation		4,979			4,979
Stock option exercises, RSUs and PSUs converted to common stock (in shares)	[1]			1,023,000
Stock option exercises, RSUs and PSUs converted to common stock		896			896
Dividends paid on Series A convertible preferred stock		(6,875)			(6,875)
Foreign currency translation		(664)				(664)
Net income		83,949					83,949
Ending balance (in shares) at Sep. 30, 2023	[1]			231,676,000
Ending balance at Sep. 30, 2023		$ 213,347		$ 77	277,980	(2,541)	(62,169)
Ending balance (in shares) at Sep. 30, 2023		1,467,000
Ending balance at Sep. 30, 2023		$ 824,488
Beginning balance (in shares) at Dec. 31, 2023		231,787,482		231,787,000
Beginning balance at Dec. 31, 2023		$ 264,040		$ 77	276,717	(701)	(12,053)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation		3,563			3,563
Stock option exercises, RSUs and PSUs converted to common stock (in shares)				1,283,000
Stock option exercises, RSUs and PSUs converted to common stock		968		$ 1	967
Dividends paid on Series A convertible preferred stock		(6,837)					(6,837)
Foreign currency translation		(1,354)				(1,354)
Net income		77,811					77,811
Ending balance (in shares) at Mar. 31, 2024				233,070,000
Ending balance at Mar. 31, 2024		$ 338,191		$ 78	281,247	(2,055)	58,921
Beginning balance (in shares) at Dec. 31, 2023		1,467,000
Beginning balance at Dec. 31, 2023	[2]	$ 824,488
Ending balance (in shares) at Mar. 31, 2024		1,467,000
Ending balance at Mar. 31, 2024		$ 824,488
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation		4,746			4,746
Stock option exercises, RSUs and PSUs converted to common stock (in shares)				274,000
Stock option exercises, RSUs and PSUs converted to common stock		180			180
Dividends paid on Series A convertible preferred stock		(6,838)					(6,838)
Foreign currency translation		(308)				(308)
Net income		79,783					79,783
Ending balance (in shares) at Jun. 30, 2024				233,344,000
Ending balance at Jun. 30, 2024		$ 415,754		$ 78	286,173	(2,363)	131,866
Ending balance (in shares) at Jun. 30, 2024		1,467,000
Ending balance at Jun. 30, 2024		$ 824,488
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation		5,376			5,376
Stock option exercises, RSUs and PSUs converted to common stock (in shares)				1,679,000
Stock option exercises, RSUs and PSUs converted to common stock		2,686		$ 1	2,685
Dividends paid on Series A convertible preferred stock		(6,913)					(6,913)
Repurchase of common stock related to tax withholdings (in shares)				(41,000)
Repurchase of common stock related to tax withholdings		(1,658)			(1,658)
Foreign currency translation		2,025				2,025
Net income		$ 6,356					6,356
Ending balance (in shares) at Sep. 30, 2024		234,982,044		234,982,000
Ending balance at Sep. 30, 2024		$ 423,626		$ 79	$ 292,576	$ (338)	$ 131,309
Ending balance (in shares) at Sep. 30, 2024		1,467,000
Ending balance at Sep. 30, 2024	[2]	$ 824,488
[1] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. [2] Amounts in this line item are associated with a related party for all periods presented.

v3.24.3

Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity (Parenthetical)	3 Months Ended
	Sep. 30, 2024 $ / shares	Jun. 30, 2024 $ / shares	Mar. 31, 2024 $ / shares	Sep. 30, 2023 $ / shares	Jun. 30, 2023 $ / shares	Mar. 31, 2023 $ / shares
Statement of Stockholders' Equity [Abstract]
Dividends paid (in USD per share)	$ 4.71	$ 4.66	$ 4.66	$ 4.69	$ 4.67	$ 4.62

v3.24.3

Consolidated Statements of Cash Flows - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net income		$ 6,356	$ 83,949	$ 163,950	$ 176,685
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization				4,888	2,121
Allowance for expected credit losses	[1]			4,279	1,880
Amortization of deferred other costs	[2]			10,593	10,593
Inventory excess and obsolescence				17,118	2,677
Loss on disposal of property and equipment				126	195
Stock-based compensation expense				13,685	16,221
Deferred income taxes-net				4,727	(44,303)
Foreign exchange loss				356	258
Changes in operating assets and liabilities:
Accounts receivable-net	[3]			(26,529)	(153,271)
Inventories-net				14,585	(28,092)
Prepaid expenses and other current assets				(20,261)	(12,406)
Accounts payable	[4]			(12,259)	16,934
Accrued expenses	[5]			11,151	(2,282)
Income taxes payable				(49,631)	57,662
Accrued promotional allowance	[6]			59,023	100,580
Accrued distributor termination fees				(248)	(3,986)
Other current liabilities				4,094	5,239
Change in right of use and lease obligation-net				17	(64)
Deferred revenue	[2]			(7,135)	(10,593)
Other long-term assets				(5,303)	(2)
Net cash provided by operating activities				187,226	136,046
Cash flows from investing activities:
Collections from note receivable				0	3,233
Purchase of property and equipment	[7]			(17,983)	(12,687)
Purchase of non-marketable equity securities				(3,000)	0
Net cash used in investing activities				(20,983)	(9,454)
Cash flows from financing activities:
Principal payments on finance lease obligations				(46)	(33)
Proceeds from exercise of stock options				3,832	1,603
Cash dividends paid on Series A convertible preferred stock	[2]			(20,588)	(20,512)
Repurchase of common stock related to tax withholdings		(1,700)		(1,658)	0
Net cash used in financing activities				(18,460)	(18,942)
Effect of exchange rate changes on cash and cash equivalents				(16)	(555)
Net increase in cash and cash equivalents				147,767	107,095
Cash and cash equivalents at beginning of the period				755,981	652,927	$ 652,927
Cash and cash equivalents at end of the period		$ 903,748	$ 760,022	903,748	760,022	$ 755,981
Cash paid for:
Taxes				$ 99,032	$ 33,049
[1] Includes $0.5 million and $0.4 million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively. [2] Amounts in this line item are associated with a related party for all periods presented. [3] Includes $11.9 million and $(129.3) million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively. [4] Includes $0.7 million associated with a related party for the nine months ended September 30, 2024 with no balance for 2023. [5] Includes $(1.0) million and $(0.9) million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively. [6] Includes $49.5 million and $68.6 million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively. [7] Includes $(8.8) million and $(6.2) million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively.

v3.24.3

Consolidated Statements of Cash Flows (Parenthetical) - USD ($)		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023
Allowance for expected credit losses	[1]	$ 4,279,000	$ 1,880,000
Accounts receivable-net	[2]	26,529,000	153,271,000
Accounts payable	[3]	(12,259,000)	16,934,000
Accrued expenses	[4]	11,151,000	(2,282,000)
Accrued promotional allowance	[5]	59,023,000	100,580,000
Purchase of property and equipment	[6]	17,983,000	12,687,000
Related Party
Allowance for expected credit losses		500,000	400,000
Accounts receivable-net		11,900,000	(129,300,000)
Accounts payable		700,000	0
Accrued expenses		(1,000,000)	(900,000)
Accrued promotional allowance		49,500,000	68,600,000
Purchase of property and equipment		$ 8,800,000	$ 6,200,000
[1] Includes $0.5 million and $0.4 million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively. [2] Includes $11.9 million and $(129.3) million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively. [3] Includes $0.7 million associated with a related party for the nine months ended September 30, 2024 with no balance for 2023. [4] Includes $(1.0) million and $(0.9) million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively. [5] Includes $49.5 million and $68.6 million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively. [6] Includes $(8.8) million and $(6.2) million associated with a related party for the nine months ended September 30, 2024 and 2023, respectively.

v3.24.3

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	ORGANIZATION AND DESCRIPTION OF BUSINESS Business Overview Celsius Holdings, Inc. (the “Company,” “Celsius Holdings” or “Celsius”) was incorporated under the laws of the State of Nevada on April 26, 2005. Celsius is a growing company in the functional energy drink category in the United States (“U.S.”) and internationally. The Company engages in the development, processing, marketing, sale, and distribution of functional energy drinks to a broad range of consumers. Celsius provides differentiated products that offer clinically proven and innovative formulas meant to positively impact the lives of its consumers. The Company's brand has also proven to be attractive to a broad range of customers, including fitness enthusiasts. The Company's flagship asset, CELSIUS®, is marketed as a premium lifestyle and energy drink formulated to power active lifestyles. This product line comes in two versions, a 12-ounce ready-to-drink form and an on-the-go powder form. The Company also offers a CELSIUS® Essentials line, available in 16-ounce cans. Celsius products are currently offered in major retail channels across the U.S., including conventional grocery, natural, convenience, fitness, mass market, vitamin specialty and e-commerce. Additionally, the Company's products are available in select markets across Canada, Europe, the Middle East, and the Asia-Pacific region. Agreements with PepsiCo Inc. On August 1, 2022, the Company entered into multiple agreements with PepsiCo Inc. (“Pepsi”), including a long-term agreement that resulted in Pepsi becoming the primary distribution supplier for Celsius products in the U.S. (the “Distribution Agreement”). Under this agreement, the Company granted Pepsi a right of first offer in the event the Company intends to manufacture, distribute or sell products in certain additional countries or channels during the term of the agreement. In connection with entering into these agreements, the Company issued and sold to Pepsi approximately 1.5 million shares of the Company's Series A Convertible Preferred Stock (“Series A” or “Series A Preferred Stock”) in exchange for cash proceeds of $550 million, before transaction costs. For additional information regarding the Company's agreements with Pepsi, see Note 4. Revenue, Note 12. Related Party Transactions, and Note 13. Mezzanine Equity.

v3.24.3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation — The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and notes required by U.S. GAAP for annual audited consolidated financial statements. In management's opinion, all adjustments considered necessary for a fair presentation have been included. The results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results expected for any future period or the full year. These unaudited consolidated financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed by the Company with the Securities and Exchange Commission (the “2023 Annual Report”). These consolidated financial statements and the accompanying notes should be read in conjunction with the 2023 Annual Report. The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in accordance with U.S. GAAP. Certain prior period amounts have been reclassified to conform to the current period's presentation in the consolidated financial statements and accompanying notes. Specifically, Accounts payable and Accrued expenses were previously combined but are now presented as separate line items on the consolidated statements of cash flows. In accordance with Rule 4-08(k)(1), Rule 5-02, and Rule 5-03 of Regulation S-X, certain related party transactions previously disclosed in Note 12. Related Party Transactions, are now presented on the face of the consolidated balance sheets, consolidated statements of operations and comprehensive income, and consolidated statements of cash flow for all periods presented. Common Stock Split — On November 13, 2023, the Company effected a three-for-one stock split to stockholders of record on such date (the "Forward Stock Split"). For clarity and consistency in financial reporting, all shares, restricted stock units, performance stock units, stock options, and per share amounts presented in the accompanying consolidated financial statements and related notes have been retrospectively adjusted to account for the effects of the stock split for all periods presented. Significant Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates include promotional allowances, the allowance for current expected credit losses, allowance for inventory obsolescence and sales returns, the useful lives of property and equipment, impairment of goodwill and intangibles, deferred taxes and related valuation allowance, and the valuation of stock-based compensation. Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, maintain discrete financial information, and undergo regular review by the chief operating decision maker (the "CODM"), who is the Chief Executive Officer, to assess performance and allocate resources. Despite the Company's presence in several geographical regions, it operates as a single operating segment. The Company's operations and strategies are centrally designed and executed due to the substantial similarities among the geographical components. The CODM evaluates operating results and allocates resources primarily on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations. As a result, the Company is managed as a single operating segment and has a single reportable segment. Concentrations of Risk — Substantially all of the Company’s revenue is derived from the sale of Celsius® functional energy drinks and liquid supplements. Revenue from customers accounting for more than 10% of total revenue for the three and nine months ended September 30, 2024 and 2023 was as follows: For The Three Months Ended September 30, For The Nine Months Ended September 30, 2024 2023 2024 2023 Pepsi 47.0  % 64.6  % 53.5  % 60.8  % Costco 14.9  % 8.9  % 12.2  % 11.4  % Amazon 10.2  % 5.8  % 9.3  % 7.4  % All others 27.9  % 20.7  % 25.0  % 20.4  % Total 100.0  % 100.0  % 100.0  % 100.0  % Accounts receivable from customers accounting for more than 10% of total accounts receivable at September 30, 2024, and December 31, 2023 were as follows: September 30, 2024 December 31, 2023 Pepsi 55.3  % 69.0  % Amazon 11.3  % 5.9  % All others 33.4  % 25.1  % Total 100.0  % 100.0  % Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less when purchased to be cash equivalents. As of September 30, 2024 and December 31, 2023, the Company did not hold any instruments with original maturities exceeding three months. Financial instruments that potentially subject the Company to concentrations of credit risk primarily include cash and cash equivalents, and accounts receivable. As of September 30, 2024 and December 31, 2023, the Company had approximately $903.2 million and $755.5 million, respectively, of cash and cash equivalents in excess of the Federal Deposit Insurance Corporation limit. Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its product sales and related accounts receivable, as it generally does not require collateral from its customers. The Company’s expected loss allowance methodology for accounts receivable is determined using historical collection experience, current and expected future economic and market conditions, an assessment of the current status of customers’ trade accounts receivables, and where available, an evaluation of the financial condition and credit ratings of larger customers, including credit reports. Customers are pooled based on common risk factors, and the Company reassesses these customer pools on a periodic basis. The allowance for credit losses is based on aging of the accounts receivable balances and estimated credit loss percentages. The Company estimates expected credit losses for its note receivable related to Qifeng Food Technology (Beijing) Co. Ltd ("Qifeng") by assessing credit risk using the probability of default and incorporating forward-looking information. The repayment, which was formalized via a note receivable from Qifeng (the "Note"), must be serviced even if the licensing agreement is canceled or terminated. The Note is denominated in Chinese-Yuan. Additionally, the Company reserves an allowance for the entire portion of this note that is not covered by the value of certain shares of Celsius Holdings, Inc. held in a brokerage account. See Note 7. Note Receivable for more information. Allowance for Expected Credit Losses Balance as of December 31, 2023 $ 3,137  Current period change for expected credit losses 4,244  Balance as of September 30, 2024 $ 7,381  Inventories — Inventories are valued at the lower of cost or net realizable value with costs approximating those determined under the first-in, first-out method. Changes in the inventory reserve are included in cost of revenue. See Note 5. Inventories for more information. Deferred Costs — The Company deferred the excess of the Series A Shares' fair value over the proceeds received from Pepsi as part of the Distribution Agreement. These deferred costs are amortized over the twenty-year term of the agreement, aligning the recognition of the costs with the benefits derived from the agreement. Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset, generally ranging from three to seven years. See Note 8. Property and Equipment for more information. Leases — The Company follows the provisions of ASC Topic 842, Leases ("ASC 842"). The Company leases office space, a warehouse and vehicles, both in the U.S. and internationally under operating and finance leases that expire at various dates through 2034. For new or modified agreements, the Company assesses whether an arrangement contains a lease by evaluating whether the Company obtains (1) the right to substantially all the economic benefits from the use of the asset and (2) the right to direct how and for what purpose the asset is used. If the arrangement contains a lease, the Company records a right-of-use asset and a lease liability, initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the lease is not readily determinable, the applicable incremental borrowing rate is used in calculating the present value of the lease payments. The Company has no residual value guarantees associated with its leases. The office space leases include both lease and non-lease components, such as shared operating costs that typically cover property expenses, including insurance, utilities, and maintenance. The Company elected the practical expedient to account for lease and non-lease components as a single lease component in the calculation of lease liabilities and right-of-use assets. Leases with terms of 12 months or less are not recorded on the consolidated balance sheets. Long-Lived Assets — In accordance with ASC Topic 360, Property, Plant, and Equipment the Company reviews the carrying value of long-lived assets, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized for a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not considered recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairment charges related to long-lived assets during the nine months ended September 30, 2024 and 2023. Long-Lived Asset Geographic Data — The following table sets forth long-lived asset information, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net and excludes goodwill and indefinite-lived intangibles, for individual countries that represent a significant portion of the total: September 30, 2024 December 31, 2023 North America $ 37,023  $ 24,316  Finland 11,930  12,153  Ireland 3,854  —  Sweden 2,663  2,212  Other 30  29  Long-lived assets related to foreign operations 18,477  14,394  Total long-lived assets-net $ 55,500  $ 38,710  Other Current Liabilities — Other current liabilities primarily consist of various state beverage container deposits and VAT/GST payables. As of September 30, 2024 and December 31, 2023, state beverage container deposits payables were $12.5 million and $10.1 million, respectively. As of September 30, 2024 and December 31, 2023, VAT/GST payables were $2.0 million and $0.8 million, respectively. Other current liabilities, excluding these amounts totaled $0.5 million as of September 30, 2024, with no balance as of December 31, 2023. Deferred Revenue — The Company receives payments from certain distributors in new territories as reimbursement for contract termination costs paid to the prior distributors in those territories. Amounts received pursuant to these new or amended distribution agreements entered into with certain distributors relating to the costs associated with terminating the Company’s prior distributors are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective new or amended distribution agreements. Revenue Recognition — The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred based on the commercial terms of the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. See Note 4. Revenue for more information. Cost of Revenue — Cost of revenue consists of the costs of raw materials, co-packing fees, repacking fees, inbound and outbound freight charges, certain internal transfer costs, warehouse expenses incurred prior to the manufacturing of the Company’s finished products, inventory allowance for excess and obsolete products, and certain quality control costs. Raw materials account for the largest portion of the cost of revenue. Raw materials include concentrates and liquid bases, cans, other containers, flavors, ingredients and packaging materials. Shipping and Handling Costs — Shipping and handling costs for freight charges on goods shipped are included in cost of revenue. Freight expense on goods shipped for the three months ended September 30, 2024 and 2023 was approximately $9.8 million and $16.1 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company incurred freight expenses on goods shipped of approximately $38.2 million and $45.2 million, respectively. Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company mainly uses targeted marketing initiatives, such as sporting events, print, radio, and television advertising, alongside direct sponsorships and endorsements. The Company incurred advertising costs of approximately $64.4 million and $46.7 million for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, the Company incurred advertising costs of approximately $170.3 million and $114.2 million, respectively. Research and Development — Research and development costs are charged to selling, general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and test production of beverages. The Company incurred expenses of approximately $0.3 million and $0.5 million for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, the Company incurred research and development expenses of approximately $0.8 million and $1.0 million, respectively. Foreign Currency Gain/Loss — The Company’s foreign subsidiaries’ functional currencies are either the local currencies of the countries where operations are located or the U.S. dollar. The Company’s foreign subsidiaries remeasure their assets and liabilities denominated in non-functional currencies on a periodic basis, and the gain or loss from these adjustments related to fluctuations in foreign exchange rates is included in the consolidated statements of operations and comprehensive income as foreign exchange gain (loss). For the three months ended September 30, 2024 foreign exchange gain was $0.3 million compared to a foreign exchange loss of $0.2 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company recognized net foreign exchange loss of $0.4 million compared to a an exchange loss of $1.2 million for the nine months ended September 30, 2023. Foreign Currency Translation — The assets and liabilities of foreign operations are translated into U.S. dollars, which is the Company's reporting currency, using current exchange rates. Translation gains and losses, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in other comprehensive income (loss) as foreign currency translation adjustments, net of income tax. The Company experienced a foreign currency translation net gain for the three months ended September 30, 2024 of $2.0 million and a net loss of $0.7 million for the three months ended September 30, 2023. The Company incurred a foreign currency translation net gain of $0.4 million for the nine months ended September 30, 2024 and a net loss $0.7 million for the nine months ended September 30, 2023. The Company's operations in different countries required that it primarily transacted in the following currencies: Australian Dollar, Canadian Dollar, Chinese Yuan, Euro, Hong Kong Dollar, New Zealand Dollar, Pound Sterling, and Swedish Krona Fair Value of Financial Instruments — ASC 820, Fair Value Measurement ("ASC 820") defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs, which rely on the reporting entity’s assumptions when there is little or no market data. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, note receivable, and accrued expenses approximate fair value due to their short-term maturities and market interest rates. Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, Accounting for Income Taxes. This approach requires, among other things, an asset and liability approach to calculating deferred income taxes, and recognizing deferred tax assets and liabilities for expected future tax consequences stemming from temporary differences between asset and liability carrying amounts and their tax bases. A valuation allowance is established to offset any net deferred tax assets for which management believes it is more-likely-than-not that the net deferred asset will not be realized. Earnings per Share — The Company computes earnings per share ("EPS") in accordance with ASC Topic 260, Earnings per Share (“ASC 260”), which requires that basic earnings per share of common stock are computed by dividing income or loss available to common stockholders by the weighted average number of shares of common stock outstanding. It also requires companies with different classes of stock (e.g., common stock and participating preferred stock) to calculate EPS using the two-class method. The two-class method is an allocation of earnings (distributed and undistributed) between the holders of common stock and a company’s participating preferred stockholders. Under the two-class method, earnings for the reporting period are allocated between common stockholders and other security holders based on their respective participation rights in undistributed earnings. The Company also computes diluted EPS, which accounts for the impact of potentially dilutive securities on EPS. Dilutive EPS includes the effect of all potentially dilutive shares of common stock that were outstanding during the period. Such dilutive securities may include restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options, and convertible preferred stock. For the computation of diluted EPS, the numerator is adjusted for the reallocation of earnings to participating securities, reflecting the impact of potentially dilutive securities. The denominator is adjusted to include the weighted average number of additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued. See Note 3. Earnings per Share for more information. Stock-Based Compensation — The Company follows the provisions of ASC Topic 718, Compensation — Stock Compensation ("ASC 718") and related interpretations. Stock-based compensation cost is measured on the date of grant based on the fair value of the stock awards. The costs are recognized, over the respective vesting periods of the grants. See Note 15. Stock-Based Compensation for more information. Selling, General and Administrative Expenses — Selling, general and administrative expenses include various operating expenses such as warehousing costs after manufacturing, expenses for advertising, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Selling, general and administrative expenses also include costs such as payroll costs, travel costs, professional service fees (including legal fees), depreciation and other selling, general and administrative costs. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the "FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard enhances segment reporting requirements, necessitating detailed disclosures on key segment expenses and other items, including segment profit or loss measures. It also mandates that companies with a single reportable segment provide comprehensive disclosures. The effective date is for fiscal years beginning after December 15, 2023, and interim periods in fiscal years after December 15, 2024, with retrospective application to all periods presented. The Company expects ASU 2023-07 to impact only disclosures with no effect on the Company's financial condition, results of operations or cash flows. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires companies to provide an annual rate reconciliation in both dollar figures and percentages, and changes the way annual income taxes paid are disclosed by all entities, necessitating a breakdown by federal, state, and foreign jurisdictions. The standard becomes effective for public business entities for fiscal years beginning after December 15, 2024. Prospective application is permitted. The Company expects ASU 2023-09 to impact only disclosures with no effect on the Company's financial condition, results of operations or cash flows.

v3.24.3

EARNINGS PER SHARE	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
EARNINGS PER SHARE	EARNINGS PER SHARE The Company’s Series A Preferred Stock is classified as a participating security in accordance with ASC 260. Net income allocated to the holders of Series A Preferred Stock is based on the Series A stockholders’ proportionate share of weighted average shares of common stock outstanding on an if-converted basis. The Series A Preferred Stock is not contractually obligated to share in losses. For purposes of determining diluted earnings per common share, basic earnings per common share was adjusted to include the effect of potentially dilutive common shares outstanding. These potentially dilutive shares include unvested restricted stock and performance-based stock units. The more dilutive of the two-class method or the treasury stock method is used for this adjustment. Additionally, Series A Preferred Stock is included using the if-converted method. Under the two-class method, net income is reallocated to common stock, the Series A Preferred Stock, and all potentially dilutive securities based on the contractual participating rights of the respective securities to share in the current earnings as if all of the earnings for the period had been distributed. For The Three Months Ended September 30, For The Nine Months Ended September 30, 2024 2023 2024 2023 Numerator: Net income $ 6,356  $ 83,949  $ 163,950  $ 176,685  Dividends on Series A convertible preferred stock (6,913) (6,875) (20,588) (20,512) Income allocated to participating preferred stock —  (6,702) (12,357) (13,605) Net (loss) income attributable to common stockholders $ (557) $ 70,372  $ 131,005  $ 142,568  Effect of dilutive securities: Allocation of earnings to participating securities $ —  $ 6,702  $ 12,357  $ 13,605  Reallocation of earnings to participating securities —  (6,540) (12,154) (13,263) Net (loss) income available to common stockholders after assumed conversions $ (557) $ 70,534  $ 131,208  $ 142,910  Denominator: Weighted average basic common shares outstanding 233,696  231,006  233,219  230,523  Dilutive effect of common shares —  6,267  4,261  6,363  Weighted average diluted common shares outstanding 233,696  237,273  237,480  236,886  (Loss) earnings per share: Basic $ (0.00) $ 0.30  $ 0.56  $ 0.62  Dilutive $ (0.00) $ 0.30  $ 0.55  $ 0.60  (1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. For the three months ended September 30, 2024 and September 30, 2023, 27.1 million and 21.9 million potentially dilutive securities, respectively, were excluded from the computation of diluted earnings per share related to common stockholders, as their effect was antidilutive. For the nine months ended September 30, 2024 and September 30, 2023, 22.0 million and 21.9 million potentially dilutive securities, respectively, were excluded from the computation of diluted earnings per share related to common stockholders, as their effect was antidilutive.

v3.24.3

REVENUE	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The primary performance obligation is the promise to sell finished products to customers, including distributors, wholesalers, and retailers. Performance obligations are typically satisfied once control or title is transferred based on the commercial terms of the applicable agreements with customers, and traditionally such agreements do not allow for a right of return. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Revenue is recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages and adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling, general and administrative expenses, in the Company's consolidated statements of operations and comprehensive income. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in incentives the Company offers to its customers and their customers. Net revenue by geographical location consisted of the following: For The Three Months Ended September 30, For The Nine Months Ended September 30, 2024 2023 2024 2023 North America $ 247,125  $ 371,178  $ 968,988  $ 930,545  Europe 16,243  11,038  47,069  31,599  Asia-Pacific 594  1,247  2,129  4,111  Other 1,786  1,294  5,247  4,324  Revenue $ 265,748  $ 384,757  $ 1,023,433  $ 970,579  All of the Company’s North America revenue is derived from the United States and Canada. Sweden represented the largest foreign portion of total consolidated revenue, accounting for approximately $9.5 million and $7.4 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $30.7 million and $20.8 million for the nine months ended September 30, 2024 and 2023, respectively. Promotional (Billback) Allowances The Company’s promotional allowance programs with its distributors or retailers are executed through separate agreements in the ordinary course of business (variable consideration). These agreements provide for one or more of the arrangements described below and are of varying duration. The Company’s billbacks are calculated based on various programs with distributors and retail customers, and accruals are established for the Company’s anticipated liabilities. These accruals are based on agreed upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and distributor and retail customer performance levels. Differences between estimated and actual promotional and other allowances are recognized in the period such differences are determined. Promotional allowances are recorded as reductions to revenue and primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following: •discounts from list prices to support price promotions to end-consumers by retailers; •reimbursements given to distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products; •the Company’s agreed share of fees given to distributors and/or directly to retailers for certain advertising, in-store marketing and promotional activities; •the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/or wholesalers; •incentives provided to distributors and/or retailers for achieving or exceeding certain predetermined volume goals or other incentive targets; •discounted products; •contractual fees paid to distributors related to sales made directly by the Company to certain customers that fall within the distributors’ sales territories; and •contractual fees given to distributors for items sold below defined pricing targets. For the three months ended September 30, 2024 and 2023, promotional allowance included as a reduction of revenue was $110.3 million and $88.6 million, respectively. For the nine months ended September 30, 2024 and 2023, promotional allowance included as a reduction of revenue was $326.7 million and $240.6 million, respectively. Agreements with Pepsi The Company executed multiple agreements with Pepsi on August 1, 2022, including the Distribution Agreement relating to the sale and distribution of certain of the Company’s beverage products in existing channels and distribution methods in the U.S., excluding certain existing customer accounts and sales channels, and the U.S. Virgin Islands (collectively, the “Territory”). Under the Distribution Agreement, the Company granted Pepsi the right to sell and distribute its existing beverage products in existing channels and distribution methods and future beverage products that are added from time to time as licensed products under the Distribution Agreement in the Territory. The Distribution Agreement represents a master service agreement and can be canceled by either party without cause in the nineteenth year of the term (i.e., 2041), the twenty-ninth year of the term (i.e., 2051) and in each 10th year thereafter (i.e., 2061, 2071, etc.) by providing 12 months’ written notice to the other party on August 1st of the year preceding the year of termination. Except for a termination by the Company “with cause” or a termination by Pepsi “without cause,” (each as defined in the Distribution Agreement), the Company is required to pay Pepsi certain compensation upon a termination as specified in the Distribution Agreement. The Company agreed to provide Pepsi a right of first offer in the event the Company intends to (i) manufacture, distribute or sell products in certain additional countries as specified in the Distribution Agreement or (ii) distribute or sell products in any future channels and distribution methods during the term of the Distribution Agreement. Pepsi agreed to meet and confer in good faith with the Company regarding the terms and conditions upon which Pepsi may be willing to sell or distribute the Company's products, either directly or through local sub-distributors in certain other additional countries. The Distribution Agreement includes other customary provisions, including non-competition covenants in favor of the Company, representations and warranties, indemnification provisions, insurance provisions, and confidentiality provisions. In the fourth quarter of 2023, under the terms of the Distribution Agreement, the Company and Pepsi agreed to extend distribution to the Canadian market, which commenced in January of 2024 with Pepsi serving as the exclusive distributor. On August 1, 2022, the Company and Pepsi executed a transition agreement providing for the Company’s transition of certain existing distribution rights in the Territory to Pepsi (the “Transition Agreement”). Under the terms of the Transition Agreement, Pepsi agreed to pay the Company up to $250 million in multiple tranches to facilitate the Company’s transition of certain distribution rights to Pepsi. The Company received $227.8 million from Pepsi that were contractually restricted to be used only to pay termination fees due to other distributors; any excess cash received over amounts due to other distributors was required to be refunded to Pepsi. During 2023, $38.3 million of such funds were refunded to Pepsi. As of and after December 31, 2023, there was no refund liability owed to Pepsi. On March 23, 2024, the Company entered into Amendment No. 1 to the Distribution Agreement with Pepsi, pursuant to which the Company will provide Pepsi with an incentive program designed to incentivize and compensate Pepsi for its continued focus on and actions to support the Company. These incentives are accounted for as promotional allowances and recorded as a reduction to revenue. License Agreement In January 2019, the Company entered into a license and repayment of investment agreement with Qifeng. Under the agreement, Qifeng was granted the exclusive license rights to manufacture, market and commercialize Celsius branded products in China. The term of the agreement is 50 years, with annual royalty fees due from Qifeng after the end of each calendar year. The royalty fees are based on a percentage of Qifeng’s sales of Celsius branded products; however, the fees are fixed for the first five years of the agreement, totaling approximately $6.9 million combined, and then are subject to annual guaranteed minimums over the remaining term of the agreement. Under the agreement, the Company granted Qifeng exclusive license rights and provides ongoing support in product development, brand promotion and technical expertise. The ongoing support is integral to the exclusive licensing rights; therefore, the license and the support represent a combined, single performance obligation. The transaction price consists of the guaranteed minimums and the variable royalty fees, all of which are allocated to the single performance obligation. The Company uses the passage of time to measure progress towards satisfying its performance obligation because of its ongoing efforts in providing the exclusive license rights, including providing continuous access, updates and support, to product development, brand promotion and technical expertise.

v3.24.3

INVENTORIES	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
INVENTORIES	INVENTORIES Inventories-net consists of the following: September 30, 2024 December 31, 2023 Finished goods $ 174,255  $ 184,434  Raw materials 28,332  49,022  Less: inventory reserve (5,015) (4,181) Inventories-net $ 197,572  $ 229,275

v3.24.3

PREPAID EXPENSES AND OTHER CURRENT ASSETS	9 Months Ended
	Sep. 30, 2024
Disclosure Prepaid Expenses And Other Current Assets [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets totaled approximately $38.2 million and $19.5 million as of September 30, 2024 and December 31, 2023, respectively, consisting mainly of tax receivables, prepaid insurance, prepaid advertising, prepaid advances to co-packers related to inventory production, prepaid general expenses, prepaid slotting fees, and deposits on purchases.

v3.24.3

NOTE RECEIVABLE	9 Months Ended
	Sep. 30, 2024
Receivables [Abstract]
NOTE RECEIVABLE	NOTE RECEIVABLE The note receivable from Qifeng consists of the following: September 30, 2024 December 31, 2023 Note receivable-current $ 3,517  $ 3,471  Allowance for expected credit losses (2,492) (1,153) Note receivable-current-net $ 1,025  $ 2,318  Effective January 1, 2019, the Company entered into two separate economic agreements relating to the commercialization of Celsius products in China (i.e., the Qifeng exclusive license rights agreement and the Qifeng repayment of investment agreement). See Note 4. Revenue for information regarding the license agreement with Qifeng. In addition to the license agreement, Qifeng agreed to repay, over a five-year period, the marketing investments made by Celsius into the China market through 2018. The Note required annual principal and interest payments on March 31 of each year, with the final payment scheduled for 2024. In February 2024, the Company amended the Note and extended the final maturity date to December 31, 2024. The Note is recorded at amortized cost less an allowance for expected credit losses. Interest income generated from the Note is included in the financial statement line item Interest income on note receivable in the consolidated statements of operations and comprehensive income. The Company assesses the Note by considering the probability that the Company will be unable to collect the scheduled principal and interest payments based on historical experience of Qifeng’s ability to pay, the current economic environment, forward-looking information and other factors. As evidence of solvency for the Note, a stock certificate in Celsius Holdings, Inc. representing 60,000 shares owned by an affiliate under common control of Qifeng is held at a brokerage account. A letter of guarantee was executed with several restrictions regarding their shares. In particular, it was agreed that the stock would not be sold or transferred without the prior written consent from Celsius. Additional restrictions and agreements include that a statement of account will be provided to Celsius on a quarterly basis to confirm and validate the existence of the remaining shares.

v3.24.3

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Property and equipment-net consists of the following: Estimated Useful Life in Years September 30, 2024 December 31, 2023 Merchandising equipment - coolers 3-7 $ 36,573  $ 21,908  Office equipment 3-7 1,632  1,467  Vehicles 5 9,070  6,143  Less: accumulated depreciation (8,905) (4,650) Property and equipment-net $ 38,370  $ 24,868  Depreciation expense amounted to approximately $2.2 million and $0.7 million for the three months ended September 30, 2024 and 2023, respectively, and is reflected in selling, general and administrative expenses. Depreciation expense amounted to approximately $4.5 million and $1.7 million for the nine months ended September 30, 2024 and 2023, respectively.

v3.24.3

LEASES	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
LEASES	LEASES The Company leases office space, a warehouse, and vehicles, both in the U.S. and internationally under operating and finance leases. The components of lease costs were as follows: For The Three Months Ended September 30, For The Nine Months Ended September 30, (in Thousands) 2024 2023 2024 2023 Operating lease costs $ 328  $ 200  $ 887  $ 569  Amortization of right of use assets- finance lease 32  21  94  65  Total lease costs $ 360  $ 221  $ 981  $ 634  Supplemental cash flow information and non-cash activity were as follows: For The Nine Months Ended September 30, (in Thousands) 2024 2023 Cash paid for amounts related to lease liabilities      Operating cash flows from finance leases (interest) $ 8  $ 5       Operating cash flows from operating leases 869  583       Financing cash flows from finance leases (principal) 46  33  Right-of-use assets obtained in exchange for lease obligations $ 4,248  $ 777  Weighted-average remaining lease terms and discount rates: For The Nine Months Ended September 30, 2024 2023 Weighted-average remaining lease terms in years Operating leases 7.92 2.26 Finance leases 1.75 2.16 Weighted-average discount rate Operating leases 6.19  % 6.55  % Finance leases 3.68  % 3.00  % The aggregate annual lease obligations at September 30, 2024, were as follows: Operating Leases Finance Leases 2024 $ 438  $ 19  2025 1,129  103  2026 884  181  2027 676  —  2028 660  —  Thereafter 2,963  —  Total future minimum lease payments $ 6,750  $ 303  Less: amounts representing interest 1,199  15  Present value of lease liabilities 5,551  288  Less: current portion 1,358  99  Long-term portion $ 4,193  $ 189  During September 2024, the Company entered into a non-cancelable sublease agreement for office space from a sublessor, which commenced in October 2024 and expires in 2029. The sublease terminates in the event the related master lease is terminated. Upon commencement, the Company began recognizing a right-of-use asset and lease liability related to the agreement in accordance with ASC 842. The lease results in future lease payments totaling approximately $9.8 million over the duration of the lease term, with certain rent abatement and customary rent increases. Lease payments under this lease begin in August 2025. Lease expense will be recognized starting from the lease commencement date in October 2024 and will continue on a straight-line basis over the lease term. Lease expense will be included in selling, general and administrative expenses in subsequent periods.
LEASES	LEASES The Company leases office space, a warehouse, and vehicles, both in the U.S. and internationally under operating and finance leases. The components of lease costs were as follows: For The Three Months Ended September 30, For The Nine Months Ended September 30, (in Thousands) 2024 2023 2024 2023 Operating lease costs $ 328  $ 200  $ 887  $ 569  Amortization of right of use assets- finance lease 32  21  94  65  Total lease costs $ 360  $ 221  $ 981  $ 634  Supplemental cash flow information and non-cash activity were as follows: For The Nine Months Ended September 30, (in Thousands) 2024 2023 Cash paid for amounts related to lease liabilities      Operating cash flows from finance leases (interest) $ 8  $ 5       Operating cash flows from operating leases 869  583       Financing cash flows from finance leases (principal) 46  33  Right-of-use assets obtained in exchange for lease obligations $ 4,248  $ 777  Weighted-average remaining lease terms and discount rates: For The Nine Months Ended September 30, 2024 2023 Weighted-average remaining lease terms in years Operating leases 7.92 2.26 Finance leases 1.75 2.16 Weighted-average discount rate Operating leases 6.19  % 6.55  % Finance leases 3.68  % 3.00  % The aggregate annual lease obligations at September 30, 2024, were as follows: Operating Leases Finance Leases 2024 $ 438  $ 19  2025 1,129  103  2026 884  181  2027 676  —  2028 660  —  Thereafter 2,963  —  Total future minimum lease payments $ 6,750  $ 303  Less: amounts representing interest 1,199  15  Present value of lease liabilities 5,551  288  Less: current portion 1,358  99  Long-term portion $ 4,193  $ 189  During September 2024, the Company entered into a non-cancelable sublease agreement for office space from a sublessor, which commenced in October 2024 and expires in 2029. The sublease terminates in the event the related master lease is terminated. Upon commencement, the Company began recognizing a right-of-use asset and lease liability related to the agreement in accordance with ASC 842. The lease results in future lease payments totaling approximately $9.8 million over the duration of the lease term, with certain rent abatement and customary rent increases. Lease payments under this lease begin in August 2025. Lease expense will be recognized starting from the lease commencement date in October 2024 and will continue on a straight-line basis over the lease term. Lease expense will be included in selling, general and administrative expenses in subsequent periods.

v3.24.3

GOODWILL AND INTANGIBLES	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLES	GOODWILL AND INTANGIBLES At September 30, 2024 and December 31, 2023, goodwill was approximately $14.4 million and $14.2 million, respectively. The goodwill balance is subject to fluctuations as a result of changes in foreign exchange rates. The carrying amount and accumulated amortization of intangible assets, net of the impact of foreign exchange rates, as of September 30, 2024 and December 31, 2023 were as follows: September 30, 2024 December 31, 2023 Definite-lived intangible assets Customer relationships $ 14,085  $ 13,911  Less: accumulated amortization (2,676) (2,233) Definite-lived intangible assets-net $ 11,409  $ 11,678  Indefinite-lived intangible assets Brands $ 468  $ 461  Intangibles-net $ 11,877  $ 12,139  As of September 30, 2024 and December 31, 2023, there were no indicators of goodwill or intangible asset impairment. Customer relationships are amortized over an estimated useful life of 25 years, while brands have an indefinite life. Amortization expense for each of the three months ended September 30, 2024 and 2023 was approximately $0.1 million. Amortization expense for each of the nine months ended September 30, 2024 and 2023 was approximately $0.4 million. Amortization expense is included in selling, general and administrative expenses. The following is the future estimated annualized amortization expense related to customer relationships: 2024 $ 141  2025 563  2026 563  2027 563  2028 563  Thereafter 9,016  Total $ 11,409

v3.24.3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of September 30, 2024 and December 31, 2023 accounts payable was approximately $30.9 million and $42.8 million, respectively. Accrued expenses consisted of the following: September 30, 2024 December 31, 2023 Accrued marketing $ 23,549  $ 18,252  Unbilled purchases 14,811  11,851  Accrued legal 5,572  7,633  Accrued freight 2,883  2,267  Other accrued expenses 26,209  22,117  Accrued expenses $ 73,024  $ 62,120

v3.24.3

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Transactions with Pepsi As further described in Note 13. Mezzanine Equity, on August 1, 2022, the Company issued approximately 1.5 million shares of non-voting Series A Preferred Stock to Pepsi. The shares accounted for approximately 8.5% of the Company’s outstanding common stock on the date of issuance, on an if-converted method. The purchase agreement (the "Purchase Agreement"), pursuant to which Pepsi acquired the Series A Preferred Stock, grants Pepsi the right to designate a nominee for election to the Company’s Board of Directors (the "Board"), provided that Pepsi meets certain ownership requirements. Pepsi provided the Company $227.8 million in cash under the Transition Agreement in 2022. This amount was used to settle termination fees with former distributors, and any excess cash was contractually restricted and due back to Pepsi. During 2023, $38.3 million of such funds were refunded to Pepsi. Amounts received pursuant to the Transition Agreement relating to the costs associated with terminating the Company’s prior distributors were accounted for as deferred revenue and are being recognized ratably over the 20 year term of the Distribution Agreement. Unamortized deferred revenues (current and non-current) are included as separate line items on the consolidated balance sheets. On August 1, 2022, the Company issued Series A Preferred Stock with a fair value of $832.5 million for an issuance price of $550.0 million and recorded the $282.5 million excess as deferred costs on the consolidated balance sheets (see Note 13. Mezzanine Equity). Costs are being amortized over the 20 year term of the Distribution Agreement and are recorded as an offset to revenue. Unamortized deferred other costs (current and non-current) are included as separate line items on the consolidated balance sheets. See Note 1. Organization and Description of Business, Note 2. Basis of Presentation and Summary of Significant Accounting Policies, Note 4. Revenue, and Note 13. Mezzanine Equity for more information. Related Party Leases The Company’s office space is leased from a company affiliated with CDR Federal, LLC, which is owned by certain of the Company's principal stockholders. The leases extend until March 2025 and have a combined monthly rent of $55 thousand. The associated lease liability was $0.5 million as of both September 30, 2024 and December 31, 2023

v3.24.3

MEZZANINE EQUITY	9 Months Ended
	Sep. 30, 2024
Mezzanine Equity [Abstract]
MEZZANINE EQUITY	MEZZANINE EQUITY Series A Convertible Preferred Stock As of September 30, 2024 and December 31, 2023, the Company has designated and authorized 1,466,666 shares of Series A Preferred Stock with a par value of $0.001 per share and a stated value of $375.00 per share. The stated value per share may be increased from time to time in the event dividends on the Series A are paid-in-kind (“PIK dividends”) pursuant to the Series A Certification of Designation (the “Series A Certificate”). On August 1, 2022, pursuant to the Purchase Agreement, the Company issued all of the authorized Series A Preferred Stock to Pepsi for stated cash consideration aggregating $550 million, excluding issuance costs. The Series A Preferred Stock was issued concurrently with the execution of the Distribution Agreement and the Transition Agreement. The Company determined that the aggregate fair value of the Series A Preferred Stock on the issuance date was $832.5 million, or $567.61 per share. Accordingly, the Series A Preferred Stock was recorded at that amount, net of issuance costs of $8.0 million, in the Company’s consolidated balance sheets, and consolidated statements of changes in stockholders’ equity and mezzanine equity. The Company engaged a third-party valuation firm to assist in determining the fair value of the approximately 1.5 million shares of Series A Preferred Stock issued on August 1, 2022. The valuation of the Series A Preferred Stock represents a non-recurring fair value measurement. The Company used a Monte Carlo simulation model to determine the fair value of the Series A Preferred Stock on August 1, 2022. The Monte Carlo simulation utilized multiple level 2 input variables to determine the value of the Series A Preferred Stock including a volatility rate of 45%, risk free interest rate of 2.69%, 5.0% dividend rate, the closing price of the Company’s common stock on the issuance date of $98.87 (pre-split), a debt discount rate of 12.5% and a discount for lack of marketability attributed to the registration period of the underlying stock. The selected historical volatility was based on Celsius and a certain peer group. The risk-free interest rate was based on the U.S. STRIPS Rate with a corresponding term as of issuance date. The 5.0% dividend rate is consistent with the provisions of the Series A Preferred Stock and with the Company’s past payments of dividends made in cash. The debt discount rate was based on estimated credit analysis and corresponding market yields as of the issuance date. The Company applied a nominal discount for lack of marketability with respect to the assumed registration period of the underlying shares. Mezzanine Classification The Series A Preferred Stock is redeemable in the event of a change in control as defined in the Series A Certificate. ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), specifically ASC 480-10-S99-3A, requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Preferred securities that are mandatorily redeemable are required to be classified by the issuer as liabilities whereas under ASC 480 an issuer should classify a preferred security whose redemption is contingent on an event not entirely in control of the issuer as mezzanine equity. The Series A is not considered mandatorily redeemable other than in the event of a change of control, and a change in control is not solely in control of the Company. Accordingly, the Company determined that mezzanine treatment is appropriate for the Series A and has presented it as such in the consolidated balance sheets and consolidated statements of changes in stockholders’ equity and mezzanine equity, as of both September 30, 2024 and December 31, 2023. Pursuant to the Purchase Agreement, Pepsi, together with its affiliates, has certain rights and is also subject to various restrictions with respect to its ownership of the Company’s outstanding common shares on an as-converted basis, through purchases of the Company’s common stock in the open market and the accumulation of PIK dividends. Additionally, pursuant to the Purchase Agreement, Pepsi has the right to designate one nominee for election to the Board so long as Pepsi (together with its affiliates) beneficially owns at least approximately 11.0 million shares of the Company’s outstanding common stock on an as-converted basis. Notwithstanding that the Series A is not currently convertible into common stock, the Purchase Agreement provides that Pepsi is deemed to beneficially own the underlying shares of common stock for purposes of its rights under the Purchase Agreement. In August 2022, the Company expanded the number of Board seats in connection with the election of a Pepsi representative to the Board. Liquidation Preference The Series A ranks, with respect to distribution rights and rights on liquidation, winding-up and dissolution, (i) senior and in priority of payment to the Company’s common stock, (ii) senior to any class or series of capital stock of the Company expressly designated as ranking junior to the Series A, (iii) on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series A, and (iv) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series A. The aggregate liquidation preference of the Series A was $550 million as of both September 30, 2024 and December 31, 2023. Voting The Series A confers no voting rights, except as otherwise required by applicable law, and with respect to matters that adversely change the powers, preferences, privileges, rights or restrictions given to the Series A or provided for its benefit, or would result in securities that would be senior to or pari passu with the Series A. As described above, Pepsi has a contractual right to representation on the Board, subject to maintaining certain ownership thresholds. Stock Split As a result of the Forward Stock Split, the conversion ratio for Series A Preferred Stock, initially set at five-for-one, was adjusted to fifteen-for-one. The adjustment maintains the proportional interests of Series A stockholders post-split. The revised conversion ratio, reflecting the impact of the Forward Stock Split, became effective on the split's effective date. Dividends The Series A entitles the holder to cumulative dividends, which are payable quarterly in arrears either in cash, in-kind, or a combination thereof, at the Company’s election (“Regular Dividends”). Regular Dividends accrue on each share of Series A at the rate of 5.00% per annum, subject to adjustment as set forth in the Series A Certificate. In addition to such quarterly Regular Dividends, shares of Series A also entitle the holder to participate in any dividends paid on the Company’s common stock on an as-converted basis. There were no cumulative undeclared dividends on the Series A at September 30, 2024. There were no dividends issued to common stockholders for the nine months ended September 30, 2024 or 2023. Redemption Subject to certain conditions set forth in the Series A Certificate, Series A may be redeemed at a price per share of Series A equal to the sum of (i) the stated value of such share of Series A as of the applicable redemption date, plus (ii) without duplication, all accrued and unpaid dividends previously added to the stated value of such share of Series A, and all accrued and unpaid dividends per share of Series A through such redemption date (the “Redemption Price”). Company’s Optional Redemption At any time from and after the earlier of (i) August 1, 2029, if the ten-day volume weighted average price of the Company’s common stock (the “Ten-Day VWAP”) does not exceed the conversion price on the date immediately prior to the date the Company delivers a redemption notice to the holders, and (ii) the cancellation of the Distribution Agreement by the Company, the Company has the right to redeem all (and not less than all) of the then-outstanding shares of Series A at the Redemption Price. In the event of the Company's optional redemption, the Company shall affect such redemption by paying the entire Redemption Price on or before the date that is thirty days after the delivery of the Company’s redemption notice and by redeeming all the shares of Series A on such date. Change in Control Redemption In the event of a change in control, as defined by the following scenarios, the Company (or its successor) shall redeem all (and not less than all) of the then-issued and outstanding shares of Series A: (i) a sale or transfer, directly or indirectly, of all or substantially all of the assets of the Company in any transaction or series of related transactions (other than sales in the ordinary course of business); (ii) any merger, consolidation or reorganization of the Company with or into any other entity or entities as a result of which the holders of the Company’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization no longer represent at least a majority of the voting power of the surviving or resulting Company or other entity; or (iii) any sale or series of sales, directly or indirectly, beneficially or of record, of shares of the Company’s capital stock by the holders thereof which results in any person or group of affiliated persons owning capital stock holding more than 50% of the Company's voting power. Upon a change in control and redemption, each Series A holder will receive, an amount equal to the greater of (A) the Redemption Price in cash, or (B) the cash and/or other assets (including securities) such holder would have received if each share of Series A were converted into a number of shares of common stock equal to the then-applicable conversion ratio and participated in such transaction resulting in such change of control as of the close of business on the business day immediately prior to the effective date of such transaction. If the Company or its successor shall not have sufficient funds legally available under the Nevada law governing distributions to stockholders to redeem all outstanding shares of Series A, then the Company shall (A) redeem, pro rata among the holders, a number of shares of Series A equal to the number of shares of Series A that can be redeemed with the maximum amount legally available for the redemption, and (B) redeem all remaining shares of Series A not redeemed because of the foregoing limitations at the applicable change of control Redemption Price as soon as practicable after the Company (or its successor) is able to make such redemption out of assets legally available for the purchase of such shares of Series A. The inability of the Company (or its successor) to make a redemption payment for any reason shall not relieve the Company (or its successor) from its obligation to affect any required redemption when, as and if permitted by applicable law. Holder Right to Request Redemption On each of August 1, 2029, August 1, 2032, and August 1, 2035, the majority holders of the Series A have the right, upon no less than six months prior written notice to the Company, to request that the Company redeem all (and not less than all) of the then-outstanding shares of Series A, at the Redemption Price. In the event of a holder-optional redemption, the Redemption Price will be payable, and the Company shall redeem the shares in three equal installments. These installments would commence on August 1, 2029, August 1, 2032, or August 1, 2035, as applicable, and in each case on the fifteenth- and thirtieth-month anniversary thereafter. On each redemption date for a holder-optional redemption, the Company will redeem shares of Series A on a pro rata basis according to the number of shares owned by each holder. The number of outstanding shares will be determined by dividing (i) the total number of shares of Series A Preferred Stock outstanding immediately prior to such redemption date by (ii) the number of remaining redemption dates (including the redemption date to which such calculation applies). If, on any redemption date, legal constraints under the Nevada law governing distributions to stockholders or the terms of any indebtedness of the Company to financial institutions prevents the Company from redeeming all shares of Series A, the Company will ratably redeem the maximum number of shares that it may legally redeem, and will redeem the remaining shares as soon as it may lawfully do so. Should any shares of Series A scheduled for redemption on a redemption date remain unredeemed for any reason on such redemption date, the following will occur: from the redemption date to the fifteen-month anniversary of such redemption date, the dividend rate with respect to such unredeemed share will automatically increase to 8% per annum. From such fifteenth-month anniversary to the thirtieth-month anniversary of such redemption date, the dividend rate with respect to such unredeemed share will automatically increase to 10% per annum. After such thirtieth-month anniversary of such redemption date, the dividend rate with respect to any such unredeemed share will automatically increase to 12% per annum, in each case until such share is duly redeemed or converted. Conversion The shares of Series A may be converted into shares of the Company’s common stock pursuant to the Series A Certificate either at the option of the Company or subject to an automatic conversion as discussed below. The Series A was issued with a conversion price of $25 which is potentially subject to adjustment pursuant to the Series A Certificate. The conversion ratio is calculated as the quotient of (a) the sum of (x) the stated value of such share of Series A as of the applicable conversion date, plus (y) all accrued and unpaid dividends previously added to the stated value of such share of Series A, and without duplication, all accrued and unpaid dividends per share of Series A through the applicable conversion date; divided by (b) the conversion price as of the conversion date. As of September 30, 2024, the conversion ratio of the Series A into common was one-for-fifteen. At September 30, 2024, approximately 22.0 million shares of the Company’s common stock were issuable upon conversion of the Series A Preferred Stock. As of September 30, 2024, the Series A was not probable of becoming redeemable, as the most likely method of settlement is through conversion which is likely to occur before the holder's right to request redemption becomes exercisable. Company Optional Conversion At any time from and after August 1, 2029, provided the Ten-Day VWAP immediately prior to the date the Company delivers a conversion notice to the holders of Series A exceeds the conversion price, the Company may elect to convert all, but not less than all, of the outstanding shares of Series A into shares of the Company’s common stock. Automatic Conversion The Series A will convert automatically into shares of the Company’s common stock upon the occurrence of any of the following, each an “Automatic Conversion Event”: •Any date from and after the valid termination of the Distribution Agreement by the Company or Pepsi, if the Ten-Day VWAP immediately preceding such date exceeds the conversion price of such share as of such date. •Any date from and after August 1, 2028, on which (x) the Company’s products meet a market share requirement during a specified period (as defined in the Distribution Agreement) and (y) the Ten-Day VWAP immediately prior to such date exceeds the conversion price of such share as of such date. In the case of an Automatic Conversion Event, each share of Series A then outstanding shall be converted into the number of shares of common stock equal to the conversion ratio of such share in effect as of the automatic conversion date. The occurrence of an Automatic Conversion Event will terminate any right of the holder to receive a redemption at their request even if such request had already been submitted, provided that the Series A Preferred shares had not already been redeemed.

v3.24.3

INCOME TAXES	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES In general, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain discrete items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter. The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, and state and local income taxes. The effective income tax rate for the three months ended September 30, 2024 was 22.3%. Such rate differed from the statutory federal income tax rate of 21.0% primarily due to disallowed stock-based compensation expense and state income taxes. The effective income tax rate for the nine months ended September 30, 2024 was 20.1%. Such rate differed from the statutory federal income tax rate of 21.0% primarily due to significant windfall benefits on stock-based compensation awards in the first quarter treated as a discrete items, offset by disallowed stock-based compensation expense and state income taxes. The effective income tax rate for the three months ended September 30, 2023 was 19.9%. Such rate differed from the statutory federal income tax rate of 21.0% primarily due to net benefits on stock-based compensation awards, disallowed stock-based compensation expense and state income taxes. The effective income tax rate for the nine months ended September 30, 2023 was 21.1%. Such rate differed from the statutory federal income tax rate of 21.0% primarily due to disallowed stock-based compensation expense and state income taxes, partially offset by windfall benefits on stock-based compensation awards. The Company is subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. The Company’s tax returns for tax years beginning 2020 remain subject to potential examination by the taxing authorities.

v3.24.3

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION On April 30, 2015, the Company adopted the 2015 Stock Incentive Plan (the "2015 Plan") with the objective of attracting and retaining highly competent personnel through opportunities to acquire the Company’s common stock. As of September 30, 2024, 20.8 million shares were available for issuance under the 2015 Plan. The 2015 Plan expires in 2025, and the Company intends to seek stockholder approval of a new plan at the Company's 2025 annual meeting of stockholders. The 2006 Incentive Stock Plan (the "2006 Plan"), which was adopted on January 18, 2007 and expired in 2017, similarly had the objective of attracting and retaining highly competent employees, directors, and independent consultants through opportunities to acquire the Company’s common stock. As of September 30, 2024, there were no unvested awards under the 2006 Plan and certain vested but unexercised awards remained outstanding. No further awards can be granted under the 2006 Plan. For the three months ended September 30, 2024 and 2023, the Company recognized stock-based compensation expense of approximately $5.4 million and $5.0 million, respectively, included in selling, general and administrative expenses. For the nine months ended September 30, 2024 and 2023, this expense was approximately $13.7 million and $16.2 million, respectively, included in selling, general and administrative expenses. The Company used straight-line amortization of compensation expense over the requisite service or vesting period of the grant and recognizes forfeitures as they occur. Stock Options The maximum contractual term of the Company’s stock options is 10 years. The Company used the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. A summary of the status of the Company’s outstanding stock options as of September 30, 2024 and changes during the nine months ending on that date is as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value(1) Weighted Average Remaining Term (Yrs) At December 31, 2023 4,918 $ 3.81  $ 249,541  4.45 Exercised (2,489) 1.54  112,394  —  Forfeiture and cancelled —  —  —  —  At September 30, 2024 2,429 $ 6.13  $ 61,277  5.00 Exercisable at September 30, 2024 2,429 $ 6.13  $ 61,277  5.00 (1 The intrinsic value represents the amount by which the fair value of the Company's common stock exceeded the option exercise price as of September 30, 2024. The total intrinsic value of the stock options exercised was $51.1 million for the three months ended September 30, 2024 compared to $50.5 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the total intrinsic value of the stock options exercised was $112.4 million compared to $78.6 million for the nine months ended September 30, 2023. The total number of stock options exercised was 1.7 million during the three months ended September 30, 2024 compared to 1.0 million for the three months ended September 30, 2023. As of September 30, 2024, the Company did not have any unrecognized pre-tax non-cash compensation expense related to options to purchase shares. Restricted Stock Units Restricted stock units are awards that give the holder the right to receive one share of common stock for each restricted stock unit upon meeting service-based vesting conditions (typically annual vesting in three equal annual installments, with a requirement that the holder remains in the continuous employment of the Company). The Company determines the fair value of restricted stock-based awards that vest over time based on the market price of the common stock on the date of grant. The holders of unvested units do not have the same rights as stockholders and do not have the right to receive any dividends or the right to vote. A summary of the Company’s restricted stock unit activity for the nine months ended September 30, 2024 and 2023 is presented in the following table: Nine Months Ended September 30, 2024 September 30, 2023 Shares Weighted Average Grant Date Fair Value Shares(1) Weighted Average Grant Date Fair Value(1) Unvested at beginning of period 1,218 $ 26.13  1,617 $ 20.24  Granted 279 73.67 432 35.14 Vested (653) 22.90 (618) 19.50 Forfeited and cancelled (66) 38.07 (192) 24.22 Unvested at end of period 778 $ 44.95  1,239 $ 31.42  (1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. The total fair value of shares vested during the nine months ended September 30, 2024 and 2023 was approximately $15.0 million and $22.1 million, respectively. Unrecognized compensation expense related to outstanding restricted stock units to employees and directors as of September 30, 2024 and 2023 was $25.0 million and $20.0 million, respectively, and is expected to be expensed over the next 2.1 years. Performance-based Stock Awards PSUs are awards that give the holder the right to receive one share of common stock for each PSU upon meeting performance or market-based vesting conditions. These conditions typically include the attainment of specific metrics over a defined period. The fair value of the PSUs is determined based on either the grant date fair value for performance metrics or using a Monte Carlo simulation for market based awards. The Company recognizes expense if the metrics are probable of being achieved and expensed using either a straight line or an accelerated attribution model. Additionally, the Company recognizes compensation expense for non-employees in the same manner and periods as though cash had been paid for services received. The Human Resources and Compensation Committee of the Board of Directors approved certain PSUs under the 2015 Plan, with each PSU initially equivalent in value to one share of Celsius' common stock. In the third quarter of 2022, PSUs with an aggregate grant date fair value of $7.5 million, were issued to certain employees. These awards included an immediate vesting of 20% of the shares as well as specific performance-based metrics to be met in year one and year two of the issuance. These awards were fully vested, using the accelerated attribution method according to ASC 718, during the three months ended September 30, 2024. In March 2024, PSUs with an aggregate award of approximately 65,000 shares of the Company's common stock were granted to certain officers of the Company. The PSUs vest over a period of three years from the grant date based on continuous service, with the number of shares earned (50% to 200% of the target awarded) depending upon the extent to which the Company can achieve certain financial and market performance targets measured over the period beginning January 1, 2024 through December 31, 2026. Approximately one-third of the PSUs were valued at $79.27 per PSU based on the Company's common stock price on the grant date, and the financial targets for vesting are based on the Company's achievement of certain revenue metrics. The Company recognizes the grant-date fair value of these PSUs as stock-based compensation expense ratably over the vesting period based on the number of awards expected to vest at each reporting date. The remaining PSUs were valued using a Monte Carlo simulation model. This model incorporates assumptions such as the risk-free interest rate based on zero-coupon yields implied by U.S. Treasury issuances, and expected volatility derived from historical data of the Company's common stock and certain indices. The Company recognizes the grant-date fair value of these awards as stock-based compensation expense ratably over the vesting period. Approximately one-third of the performance target for vesting is based on total shareholder return relative to the Company's peer group, with each PSU valued at $134.75. The remaining one-third have a vesting performance target based on a specific market price, with each PSU valued at $20.25. In August 2024, an aggregate of 104,000 PSUs were issued to certain employees of the Company with a performance period ending on December 31, 2025. The PSUs were valued at $39.40 per unit, based on the Company's common stock price on the grant date. A total of 87,000 shares vest dependent on the Company meeting specific market share MULO+C metrics for each of the years ending December 31, 2024, and 2025. Should the performance goal not be met by the period ending December 31, 2024, the portion of shares shall remain outstanding and vest if the December 31, 2025, goal is met. The remaining 17,000 shares vest if the Company meets a cumulative international revenue target, in 2024 and 2025 to be achieved by December 31, 2025. A summary of the Company’s PSU activity for the nine months ended September 30, 2024 and 2023 is presented in the following table: Nine Months Ended September 30, 2024 September 30, 2023 Shares Weighted Average Grant Date Fair Value Shares (1) Weighted Average Grant Date Fair Value (1) Unvested at beginning of period 123 $ 29.43  228 $ 30.49  Granted 169 53.80  — —  Vested (78) 32.76  (93) 32.76  Forfeited and cancelled — —  (12) 24.87  Unvested at end of period 214 $ 47.94  123 $ 30.45  (1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. Unrecognized compensation expense related to outstanding PSUs issued to employees and non-employee consultants as of September 30, 2024 was approximately $7.2 million, and is expected to be expensed over a weighted average period of 1.9 years. Issuance of common stock pursuant to exercise of stock options and other awards During the three months ended September 30, 2024, the Company issued an aggregate of 1.7 million shares of common stock under the 2015 Plan and received aggregate proceeds of approximately $2.7 million. During the nine months ended September 30, 2024, the Company issued an aggregate of 3.2 million shares of common stock under the 2015 Plan and received aggregate proceeds of approximately $3.8 million. During the three months ended September 30, 2023, the Company issued an aggregate of 1.0 million shares of its common stock under the 2015 Plan and 2006 Plan and received aggregate proceed of approximately $0.9 million. During the nine months ended September 30, 2023, the Company issued an aggregate of 2.5 million shares of its common stock under the 2015 Plan and 2006 Plan and received aggregate proceed of approximately $1.6 million. To cover employees’ tax withholding obligations, the Company uses net settlement, withholding shares upon vesting and paying the related taxes. For the three and nine months ended September 30, 2024, $1.7 million related to these net settlements was recorded and is reflected as repurchase of common stock related to tax withholdings in the Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity as well as in the Consolidated Statements of Cash Flows. No amount was recorded for the same periods in the prior year.

v3.24.3

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal SEC Inquiry On January 8, 2021, the Company received a letter from the SEC Division of Enforcement seeking the production of documents in connection with a non-public, fact-finding inquiry by the SEC to determine whether violations of the federal securities laws had occurred. Subsequent to January 8, 2021, the Company received subpoenas for production of documents in connection with this matter. The investigation and requests from the SEC do not represent that the SEC has concluded that the Company or anyone else has violated the federal securities laws. The Company has cooperated and will continue to cooperate with the SEC staff in its investigation and requests. At this time, however, the Company cannot predict the length, scope, or results of the investigation or the impact, if any, of the investigation on the Company's results of operations. Derivative Actions On January 11, 2023, certain of the Company’s directors and present and former officers were named as defendants in a derivative action complaint filed in the U.S. District Court for the District of Nevada, (the "Lampert Derivative Action"). The Company was named as a nominal defendant. The allegations involve purported false and misleading statements or omissions made between August 12, 2021, and March 1, 2022, which are claimed to have artificially inflated the Company’s stock price. This action asserts the following claims: (i) breach of fiduciary duty, (ii) unjust enrichment, and (iii) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. Subsequently, substantially similar derivative action complaints were filed, first on May 19, 2023, against the Company, as a nominal defendant, and certain of the Company's directors and present and former officers in a derivative action in the U.S. District Court for the Southern District of Florida, (the "Hammond Derivative Action"). This class action asserts claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, and (v) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. A second action was filed on July 10, 2023, against the Company, as a nominal defendant, and certain of the Company’s directors and present and former officers in a derivative action in the District Court for the Eighth Judicial District in Clark County, Nevada, (the “Ingrao Derivative Action”). The Ingrao Derivative Action asserts claims for (i) breach of fiduciary duty and (ii) unjust enrichment. A third action was filed on July 12, 2023 against the Company, as a nominal defendant, and certain of the Company’s directors and present and former officers in a derivative action in the U.S. District Court for the Southern District of Florida (the “Hepworth Derivative Acton”). This class action asserts claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, and (v) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. The Lampert Derivative Action remains stayed, pursuant to the Court’s Order, issued on July 9, 2024, which approved the parties’ joint stipulation to stay of litigation. The Ingrao Derivative Action remains stayed, following the Court’s entry of an Order, on September 11, 2023, approving the parties’ joint stipulation regarding stay of litigation. On March 11, 2024, the Hammond Derivative Action and the Hepworth Derivative Actions were voluntarily dismissed and, on April 11, 2024, a single complaint containing substantially similar allegations was filed in the U.S. District Court for the District of Nevada, (the "Refiled Derivative Action"). The Refiled Derivative Action remains stayed, following the Court’s Order, issued on June 12, 2024, approving the parties’ joint stipulation to stay the litigation. Plaintiffs have collectively proposed that certain corporate governance actions be implemented and have requested attorney fees. Although the Company believes the various derivative actions are without merit, the Company has reached a negotiated settlement in principle, the amount of which is immaterial. Strong Arm Productions On May 4, 2021, Plaintiffs Strong Arm Productions USA, Inc., Tramar Dillard p/k/a Flo Rida, and D3M Licensing Group, LLC filed a lawsuit against the Company in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Plaintiffs asserted that the Company breached two endorsement and licensing agreements that were entered into, between Plaintiffs and the Company in 2014 and 2016. Plaintiffs alleged the Company had reached certain revenue and sales benchmarks set forth in the 2014 agreement that entitled them to receive 2.3 million shares (as adjusted for the Forward Stock Split) of the Company's common stock. In addition, Plaintiffs claimed they were entitled to receive unspecified royalties under the 2016 agreement. A jury trial commenced on this matter on January 10, 2023. On January 18, 2023, the jury rendered a verdict against the Company for $82.6 million in compensatory damages. On April 27, 2023, the court denied the Company’s post-trial motions which sought (i) dismissal of the case notwithstanding the verdict based on the plain language of the contracts at issue; (ii) in the alternative, granting a new trial; or (iii) in the alternative, reducing the award of damages to $2.1 million, which reflects the Company’s stock price on the date that the jury found the relevant revenue and sales benchmarks at issue were met. The judgment will accrue post-judgement interest at 5.52% per year as of February 13, 2023. The Company believes that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. The Company filed a notice of appeal to the Fourth District Court of Appeal for the State of Florida on February 21, 2023, which is currently proceeding. The Company intends to vigorously challenge the judgment through the appeal processes, and filed its initial brief on October 6, 2023. The Company believes that the likelihood that the full amount of the judgment will be affirmed is not probable. The Company currently estimates a range of possible outcomes between $2.1 million and $82.6 million plus interest and has accrued a liability as of September 30, 2024, reflected in accounts payable and accrued expenses in the consolidated balance sheets, at the low end of that range. The ultimate amount of the original judgement that the Company may be required to pay could be materially different than the amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter. Commitments The Company has entered into distribution agreements that provide for the payment of liquidated damages in the event that the Company terminates the distribution agreements without cause. Cause has been defined in various ways. If management makes the decision to terminate an agreement without cause, an estimate of expected damages is accrued, and an expense is recorded within selling, general and administrative expenses for the period in which termination was initiated. As of September 30, 2024 and December 31, 2023, the Company had purchase commitments to third parties of $62.8 million and $55.3 million, respectively. The Company's purchase obligations are primarily related to third party suppliers and have arisen through the normal course of business. These obligations vary in terms and none are individually significant. As of September 30, 2024 and December 31, 2023, the Company had long term contractual obligations aggregating to approximately $42.3 million and $34.4 million, respectively, which related primarily to suppliers, sponsorships, and other marketing activities.

v3.24.3

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	On November 1, 2024, Celsius completed its acquisition of all issued and outstanding membership interests in Big Beverages Contract Manufacturing, L.L.C. ("Big Beverages"), pursuant to a membership interest purchase agreement, for $75.0 million in cash, subject to customary post-closing purchase price adjustments. Big Beverages is a longtime Celsius co-packer.

v3.24.3

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Increase in net income	$ 6,356	$ 83,949	$ 163,950	$ 176,685

v3.24.3

Insider Trading Arrangements	3 Months Ended	9 Months Ended
	Sep. 30, 2024 shares	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Name and Title Type of Plan Participant's Adoption Date Termination Date or Date Terminated by Participant Aggregate Number of Securities Description of Trading Arrangement John Fieldly, Chief Executive Officer 10b5-1(c)(1) Trading Plan March 4, 2024 Terminated by Mr. Fieldly on September 11, 2024 251,046 Sale of shares of common stock (vested stock options or other awards) Jarrod Langhans, Chief Financial Officer 10b5-1(c)(1) Trading Plan March 11, 2024 Terminated by Mr. Langhans on September 11, 2024 20,000 Sale of shares of common stock (vested stock options or other awards) John Fieldly, Chief Executive Officer 10b5-1(c)(1) Trading Plan September 13, 2024 December 13, 2025 311,605 Sale of shares of common stock (vested stock options or other awards) Jarrod Langhans, Chief Financial Officer 10b5-1(c)(1) Trading Plan September 13, 2024 December 13, 2025 20,000 Sale of shares of common stock (vested stock options or other awards)
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false
John Fieldly March 2024 Plan [Member] | John Fieldly [Member]
Trading Arrangements, by Individual
Name	John Fieldly
Title	Chief Executive Officer
Rule 10b5-1 Arrangement Terminated	true
Termination Date	Terminated by Mr. Fieldly on September 11, 2024
Arrangement Duration	191 days
Aggregate Available	251,046	251,046
Jarrod Langhans March 2024 Plan [Member] | Jarrod Langhans [Member]
Trading Arrangements, by Individual
Name	Jarrod Langhans
Title	Chief Financial Officer
Rule 10b5-1 Arrangement Terminated	true
Termination Date	Terminated by Mr. Langhans on September 11, 2024
Arrangement Duration	184 days
Aggregate Available	20,000	20,000
John Fieldly September 2024 Plan [Member] | John Fieldly [Member]
Trading Arrangements, by Individual
Name	John Fieldly
Title	Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 13, 2024
Expiration Date	December 13, 2025
Arrangement Duration	456 days
Aggregate Available	311,605	311,605
Jarrod Langhans September 2024 Plan [Member] | Jarrod Langhans [Member]
Trading Arrangements, by Individual
Name	Jarrod Langhans
Title	Chief Financial Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 13, 2024
Expiration Date	December 13, 2025
Arrangement Duration	456 days
Aggregate Available	20,000	20,000

v3.24.3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation — The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and notes required by U.S. GAAP for annual audited consolidated financial statements. In management's opinion, all adjustments considered necessary for a fair presentation have been included. The results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results expected for any future period or the full year. These unaudited consolidated financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed by the Company with the Securities and Exchange Commission (the “2023 Annual Report”). These consolidated financial statements and the accompanying notes should be read in conjunction with the 2023 Annual Report. The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in accordance with U.S. GAAP. Certain prior period amounts have been reclassified to conform to the current period's presentation in the consolidated financial statements and accompanying notes. Specifically, Accounts payable and Accrued expenses were previously combined but are now presented as separate line items on the consolidated statements of cash flows. In accordance with Rule 4-08(k)(1), Rule 5-02, and Rule 5-03 of Regulation S-X, certain related party transactions previously disclosed in Note 12. Related Party Transactions, are now presented on the face of the consolidated balance sheets, consolidated statements of operations and comprehensive income, and consolidated statements of cash flow for all periods presented.
Common Stock Split	Common Stock Split — On November 13, 2023, the Company effected a three-for-one stock split to stockholders of record on such date (the "Forward Stock Split"). For clarity and consistency in financial reporting, all shares, restricted stock units, performance stock units, stock options, and per share amounts presented in the accompanying consolidated financial statements and related notes have been retrospectively adjusted to account for the effects of the stock split for all periods presented.
Significant Estimates	Significant Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates include promotional allowances, the allowance for current expected credit losses, allowance for inventory obsolescence and sales returns, the useful lives of property and equipment, impairment of goodwill and intangibles, deferred taxes and related valuation allowance, and the valuation of stock-based compensation.
Segment Reporting	Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, maintain discrete financial information, and undergo regular review by the chief operating decision maker (the "CODM"), who is the Chief Executive Officer, to assess performance and allocate resources. Despite the Company's presence in several geographical regions, it operates as a single operating segment. The Company's operations and strategies are centrally designed and executed due to the substantial similarities among the geographical components. The CODM evaluates operating results and allocates resources primarily on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations. As a result, the Company is managed as a single operating segment and has a single reportable segment.
Concentrations of Risk	Concentrations of Risk — Substantially all of the Company’s revenue is derived from the sale of Celsius® functional energy drinks and liquid supplements.
Cash Equivalents	Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less when purchased to be cash equivalents.
Accounts Receivable and Current Expected Credit Losses	Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its product sales and related accounts receivable, as it generally does not require collateral from its customers. The Company’s expected loss allowance methodology for accounts receivable is determined using historical collection experience, current and expected future economic and market conditions, an assessment of the current status of customers’ trade accounts receivables, and where available, an evaluation of the financial condition and credit ratings of larger customers, including credit reports. Customers are pooled based on common risk factors, and the Company reassesses these customer pools on a periodic basis. The allowance for credit losses is based on aging of the accounts receivable balances and estimated credit loss percentages. The Company estimates expected credit losses for its note receivable related to Qifeng Food Technology (Beijing) Co. Ltd ("Qifeng") by assessing credit risk using the probability of default and incorporating forward-looking information. The repayment, which was formalized via a note receivable from Qifeng (the "Note"), must be serviced even if the licensing agreement is canceled or terminated. The Note is denominated in Chinese-Yuan. Additionally, the Company reserves an allowance for the entire portion of this note that is not covered by the value of certain shares of Celsius Holdings, Inc. held in a brokerage account.
Inventories	Inventories — Inventories are valued at the lower of cost or net realizable value with costs approximating those determined under the first-in, first-out method. Changes in the inventory reserve are included in cost of revenue. See Note 5. Inventories for more information.
Deferred Costs	Deferred Costs — The Company deferred the excess of the Series A Shares' fair value over the proceeds received from Pepsi as part of the Distribution Agreement. These deferred costs are amortized over the twenty-year term of the agreement, aligning the recognition of the costs with the benefits derived from the agreement.
Property and Equipment	Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset, generally ranging from three to seven years. See Note 8. Property and Equipment for more information.
Leases	Leases — The Company follows the provisions of ASC Topic 842, Leases ("ASC 842"). The Company leases office space, a warehouse and vehicles, both in the U.S. and internationally under operating and finance leases that expire at various dates through 2034. For new or modified agreements, the Company assesses whether an arrangement contains a lease by evaluating whether the Company obtains (1) the right to substantially all the economic benefits from the use of the asset and (2) the right to direct how and for what purpose the asset is used. If the arrangement contains a lease, the Company records a right-of-use asset and a lease liability, initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the lease is not readily determinable, the applicable incremental borrowing rate is used in calculating the present value of the lease payments. The Company has no residual value guarantees associated with its leases. The office space leases include both lease and non-lease components, such as shared operating costs that typically cover property expenses, including insurance, utilities, and maintenance. The Company elected the practical expedient to account for lease and non-lease components as a single lease component in the calculation of lease liabilities and right-of-use assets. Leases with terms of 12 months or less are not recorded on the consolidated balance sheets.
Long-Lived Assets	Long-Lived Assets — In accordance with ASC Topic 360, Property, Plant, and Equipment the Company reviews the carrying value of long-lived assets, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized for a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not considered recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition.
Other Current Liabilities	Other Current Liabilities — Other current liabilities primarily consist of various state beverage container deposits and VAT/GST payables
Deferred Revenue, Revenue Recognition Shipping and Handling Costs	Deferred Revenue — The Company receives payments from certain distributors in new territories as reimbursement for contract termination costs paid to the prior distributors in those territories. Amounts received pursuant to these new or amended distribution agreements entered into with certain distributors relating to the costs associated with terminating the Company’s prior distributors are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective new or amended distribution agreements. Revenue Recognition — The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred based on the commercial terms of the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. See Note 4. Revenue for more information. Shipping and Handling Costs — Shipping and handling costs for freight charges on goods shipped are included in cost of revenue.
Cost of Revenue	Cost of Revenue — Cost of revenue consists of the costs of raw materials, co-packing fees, repacking fees, inbound and outbound freight charges, certain internal transfer costs, warehouse expenses incurred prior to the manufacturing of the Company’s finished products, inventory allowance for excess and obsolete products, and certain quality control costs. Raw materials account for the largest portion of the cost of revenue. Raw materials include concentrates and liquid bases, cans, other containers, flavors, ingredients and packaging materials.
Advertising Costs	Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company mainly uses targeted marketing initiatives, such as sporting events, print, radio, and television advertising, alongside direct sponsorships and endorsements.
Research and Development	Research and Development — Research and development costs are charged to selling, general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and test production of beverages.
Foreign Currency Gain/Losses	Foreign Currency Gain/Loss — The Company’s foreign subsidiaries’ functional currencies are either the local currencies of the countries where operations are located or the U.S. dollar. The Company’s foreign subsidiaries remeasure their assets and liabilities denominated in non-functional currencies on a periodic basis, and the gain or loss from these adjustments related to fluctuations in foreign exchange rates is included in the consolidated statements of operations and comprehensive income as foreign exchange gain (loss). For the three months ended September 30, 2024 foreign exchange gain was $0.3 million compared to a foreign exchange loss of $0.2 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company recognized net foreign exchange loss of $0.4 million compared to a an exchange loss of $1.2 million for the nine months ended September 30, 2023. Foreign Currency Translation — The assets and liabilities of foreign operations are translated into U.S. dollars, which is the Company's reporting currency, using current exchange rates. Translation gains and losses, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in other comprehensive income (loss) as foreign currency translation adjustments, net of income tax. The Company experienced a foreign currency translation net gain for the three months ended September 30, 2024 of $2.0 million and a net loss of $0.7 million for the three months ended September 30, 2023. The Company incurred a foreign currency translation net gain of $0.4 million for the nine months ended September 30, 2024 and a net loss $0.7 million for the nine months ended September 30, 2023. The Company's operations in different countries required that it primarily transacted in the following currencies: Australian Dollar, Canadian Dollar, Chinese Yuan, Euro, Hong Kong Dollar, New Zealand Dollar, Pound Sterling, and Swedish Krona
Fair Value of Financial Instruments	Fair Value of Financial Instruments — ASC 820, Fair Value Measurement ("ASC 820") defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs, which rely on the reporting entity’s assumptions when there is little or no market data. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, note receivable, and accrued expenses approximate fair value due to their short-term maturities and market interest rates.
Income Taxes	Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, Accounting for Income Taxes. This approach requires, among other things, an asset and liability approach to calculating deferred income taxes, and recognizing deferred tax assets and liabilities for expected future tax consequences stemming from temporary differences between asset and liability carrying amounts and their tax bases. A valuation allowance is established to offset any net deferred tax assets for which management believes it is more-likely-than-not that the net deferred asset will not be realized.
Earnings per Share	Earnings per Share — The Company computes earnings per share ("EPS") in accordance with ASC Topic 260, Earnings per Share (“ASC 260”), which requires that basic earnings per share of common stock are computed by dividing income or loss available to common stockholders by the weighted average number of shares of common stock outstanding. It also requires companies with different classes of stock (e.g., common stock and participating preferred stock) to calculate EPS using the two-class method. The two-class method is an allocation of earnings (distributed and undistributed) between the holders of common stock and a company’s participating preferred stockholders. Under the two-class method, earnings for the reporting period are allocated between common stockholders and other security holders based on their respective participation rights in undistributed earnings. The Company also computes diluted EPS, which accounts for the impact of potentially dilutive securities on EPS. Dilutive EPS includes the effect of all potentially dilutive shares of common stock that were outstanding during the period. Such dilutive securities may include restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options, and convertible preferred stock. For the computation of diluted EPS, the numerator is adjusted for the reallocation of earnings to participating securities, reflecting the impact of potentially dilutive securities. The denominator is adjusted to include the weighted average number of additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued. See Note 3. Earnings per Share for more information.
Stock-Based Compensation	Stock-Based Compensation — The Company follows the provisions of ASC Topic 718, Compensation — Stock Compensation ("ASC 718") and related interpretations. Stock-based compensation cost is measured on the date of grant based on the fair value of the stock awards. The costs are recognized, over the respective vesting periods of the grants. See Note 15. Stock-Based Compensation for more information.
Selling, General and Administrative Expenses	Selling, General and Administrative Expenses — Selling, general and administrative expenses include various operating expenses such as warehousing costs after manufacturing, expenses for advertising, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Selling, general and administrative expenses also include costs such as payroll costs, travel costs, professional service fees (including legal fees), depreciation and other selling, general and administrative costs.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the "FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard enhances segment reporting requirements, necessitating detailed disclosures on key segment expenses and other items, including segment profit or loss measures. It also mandates that companies with a single reportable segment provide comprehensive disclosures. The effective date is for fiscal years beginning after December 15, 2023, and interim periods in fiscal years after December 15, 2024, with retrospective application to all periods presented. The Company expects ASU 2023-07 to impact only disclosures with no effect on the Company's financial condition, results of operations or cash flows. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires companies to provide an annual rate reconciliation in both dollar figures and percentages, and changes the way annual income taxes paid are disclosed by all entities, necessitating a breakdown by federal, state, and foreign jurisdictions. The standard becomes effective for public business entities for fiscal years beginning after December 15, 2024. Prospective application is permitted. The Company expects ASU 2023-09 to impact only disclosures with no effect on the Company's financial condition, results of operations or cash flows.

v3.24.3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Schedule of Revenue and Accounts Receivable with Customers	Revenue from customers accounting for more than 10% of total revenue for the three and nine months ended September 30, 2024 and 2023 was as follows: For The Three Months Ended September 30, For The Nine Months Ended September 30, 2024 2023 2024 2023 Pepsi 47.0  % 64.6  % 53.5  % 60.8  % Costco 14.9  % 8.9  % 12.2  % 11.4  % Amazon 10.2  % 5.8  % 9.3  % 7.4  % All others 27.9  % 20.7  % 25.0  % 20.4  % Total 100.0  % 100.0  % 100.0  % 100.0  % Accounts receivable from customers accounting for more than 10% of total accounts receivable at September 30, 2024, and December 31, 2023 were as follows: September 30, 2024 December 31, 2023 Pepsi 55.3  % 69.0  % Amazon 11.3  % 5.9  % All others 33.4  % 25.1  % Total 100.0  % 100.0  %
Schedule of Allowance for Expected Credit Losses	Allowance for Expected Credit Losses Balance as of December 31, 2023 $ 3,137  Current period change for expected credit losses 4,244  Balance as of September 30, 2024 $ 7,381
Schedule of Long-Lived Assets by Geographic Areas	The following table sets forth long-lived asset information, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net and excludes goodwill and indefinite-lived intangibles, for individual countries that represent a significant portion of the total: September 30, 2024 December 31, 2023 North America $ 37,023  $ 24,316  Finland 11,930  12,153  Ireland 3,854  —  Sweden 2,663  2,212  Other 30  29  Long-lived assets related to foreign operations 18,477  14,394  Total long-lived assets-net $ 55,500  $ 38,710

v3.24.3

EARNINGS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	For The Three Months Ended September 30, For The Nine Months Ended September 30, 2024 2023 2024 2023 Numerator: Net income $ 6,356  $ 83,949  $ 163,950  $ 176,685  Dividends on Series A convertible preferred stock (6,913) (6,875) (20,588) (20,512) Income allocated to participating preferred stock —  (6,702) (12,357) (13,605) Net (loss) income attributable to common stockholders $ (557) $ 70,372  $ 131,005  $ 142,568  Effect of dilutive securities: Allocation of earnings to participating securities $ —  $ 6,702  $ 12,357  $ 13,605  Reallocation of earnings to participating securities —  (6,540) (12,154) (13,263) Net (loss) income available to common stockholders after assumed conversions $ (557) $ 70,534  $ 131,208  $ 142,910  Denominator: Weighted average basic common shares outstanding 233,696  231,006  233,219  230,523  Dilutive effect of common shares —  6,267  4,261  6,363  Weighted average diluted common shares outstanding 233,696  237,273  237,480  236,886  (Loss) earnings per share: Basic $ (0.00) $ 0.30  $ 0.56  $ 0.62  Dilutive $ (0.00) $ 0.30  $ 0.55  $ 0.60  (1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.

v3.24.3

REVENUE (Tables)	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Net Sales by Reporting Segment	et revenue by geographical location consisted of the following: For The Three Months Ended September 30, For The Nine Months Ended September 30, 2024 2023 2024 2023 North America $ 247,125  $ 371,178  $ 968,988  $ 930,545  Europe 16,243  11,038  47,069  31,599  Asia-Pacific 594  1,247  2,129  4,111  Other 1,786  1,294  5,247  4,324  Revenue $ 265,748  $ 384,757  $ 1,023,433  $ 970,579

v3.24.3

INVENTORIES (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories-net consists of the following: September 30, 2024 December 31, 2023 Finished goods $ 174,255  $ 184,434  Raw materials 28,332  49,022  Less: inventory reserve (5,015) (4,181) Inventories-net $ 197,572  $ 229,275

v3.24.3

NOTE RECEIVABLE (Tables)	9 Months Ended
	Sep. 30, 2024
Receivables [Abstract]
Schedule of Note Receivable	The note receivable from Qifeng consists of the following: September 30, 2024 December 31, 2023 Note receivable-current $ 3,517  $ 3,471  Allowance for expected credit losses (2,492) (1,153) Note receivable-current-net $ 1,025  $ 2,318

v3.24.3

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment-net consists of the following: Estimated Useful Life in Years September 30, 2024 December 31, 2023 Merchandising equipment - coolers 3-7 $ 36,573  $ 21,908  Office equipment 3-7 1,632  1,467  Vehicles 5 9,070  6,143  Less: accumulated depreciation (8,905) (4,650) Property and equipment-net $ 38,370  $ 24,868

v3.24.3

LEASES (Tables)	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
Schedule of Lease Cost, Supplemental Cash Flow Information and Non-Cash Activity and Weighted-Average Remaining Lease Terms	The components of lease costs were as follows: For The Three Months Ended September 30, For The Nine Months Ended September 30, (in Thousands) 2024 2023 2024 2023 Operating lease costs $ 328  $ 200  $ 887  $ 569  Amortization of right of use assets- finance lease 32  21  94  65  Total lease costs $ 360  $ 221  $ 981  $ 634  Supplemental cash flow information and non-cash activity were as follows: For The Nine Months Ended September 30, (in Thousands) 2024 2023 Cash paid for amounts related to lease liabilities      Operating cash flows from finance leases (interest) $ 8  $ 5       Operating cash flows from operating leases 869  583       Financing cash flows from finance leases (principal) 46  33  Right-of-use assets obtained in exchange for lease obligations $ 4,248  $ 777  Weighted-average remaining lease terms and discount rates: For The Nine Months Ended September 30, 2024 2023 Weighted-average remaining lease terms in years Operating leases 7.92 2.26 Finance leases 1.75 2.16 Weighted-average discount rate Operating leases 6.19  % 6.55  % Finance leases 3.68  % 3.00  %
Schedule of Operating Lease Maturity	The aggregate annual lease obligations at September 30, 2024, were as follows: Operating Leases Finance Leases 2024 $ 438  $ 19  2025 1,129  103  2026 884  181  2027 676  —  2028 660  —  Thereafter 2,963  —  Total future minimum lease payments $ 6,750  $ 303  Less: amounts representing interest 1,199  15  Present value of lease liabilities 5,551  288  Less: current portion 1,358  99  Long-term portion $ 4,193  $ 189
Schedule of Financing Lease Maturity	The aggregate annual lease obligations at September 30, 2024, were as follows: Operating Leases Finance Leases 2024 $ 438  $ 19  2025 1,129  103  2026 884  181  2027 676  —  2028 660  —  Thereafter 2,963  —  Total future minimum lease payments $ 6,750  $ 303  Less: amounts representing interest 1,199  15  Present value of lease liabilities 5,551  288  Less: current portion 1,358  99  Long-term portion $ 4,193  $ 189

v3.24.3

GOODWILL AND INTANGIBLES (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Accumulated Amortization of Intangible Assets	The carrying amount and accumulated amortization of intangible assets, net of the impact of foreign exchange rates, as of September 30, 2024 and December 31, 2023 were as follows: September 30, 2024 December 31, 2023 Definite-lived intangible assets Customer relationships $ 14,085  $ 13,911  Less: accumulated amortization (2,676) (2,233) Definite-lived intangible assets-net $ 11,409  $ 11,678  Indefinite-lived intangible assets Brands $ 468  $ 461  Intangibles-net $ 11,877  $ 12,139
Schedule Future Estimated Amortization Expense	The following is the future estimated annualized amortization expense related to customer relationships: 2024 $ 141  2025 563  2026 563  2027 563  2028 563  Thereafter 9,016  Total $ 11,409

v3.24.3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Expenses	Accrued expenses consisted of the following: September 30, 2024 December 31, 2023 Accrued marketing $ 23,549  $ 18,252  Unbilled purchases 14,811  11,851  Accrued legal 5,572  7,633  Accrued freight 2,883  2,267  Other accrued expenses 26,209  22,117  Accrued expenses $ 73,024  $ 62,120

v3.24.3

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Outstanding Stock Options	A summary of the status of the Company’s outstanding stock options as of September 30, 2024 and changes during the nine months ending on that date is as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value(1) Weighted Average Remaining Term (Yrs) At December 31, 2023 4,918 $ 3.81  $ 249,541  4.45 Exercised (2,489) 1.54  112,394  —  Forfeiture and cancelled —  —  —  —  At September 30, 2024 2,429 $ 6.13  $ 61,277  5.00 Exercisable at September 30, 2024 2,429 $ 6.13  $ 61,277  5.00 (1 The intrinsic value represents the amount by which the fair value of the Company's common stock exceeded the option exercise price as of September 30, 2024.
Schedule of Nonvested Share Activity	A summary of the Company’s restricted stock unit activity for the nine months ended September 30, 2024 and 2023 is presented in the following table: Nine Months Ended September 30, 2024 September 30, 2023 Shares Weighted Average Grant Date Fair Value Shares(1) Weighted Average Grant Date Fair Value(1) Unvested at beginning of period 1,218 $ 26.13  1,617 $ 20.24  Granted 279 73.67 432 35.14 Vested (653) 22.90 (618) 19.50 Forfeited and cancelled (66) 38.07 (192) 24.22 Unvested at end of period 778 $ 44.95  1,239 $ 31.42  (1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.
Schedule of Stock-based Awards Issued to Non-employee Consultants	A summary of the Company’s PSU activity for the nine months ended September 30, 2024 and 2023 is presented in the following table: Nine Months Ended September 30, 2024 September 30, 2023 Shares Weighted Average Grant Date Fair Value Shares (1) Weighted Average Grant Date Fair Value (1) Unvested at beginning of period 123 $ 29.43  228 $ 30.49  Granted 169 53.80  — —  Vested (78) 32.76  (93) 32.76  Forfeited and cancelled — —  (12) 24.87  Unvested at end of period 214 $ 47.94  123 $ 30.45  (1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.

v3.24.3

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) - Convertible Preferred Stock - Transition Agreement shares in Millions, $ in Millions	Aug. 01, 2022 USD ($) shares
Business Acquisition [Line Items]
Stock option exercises, RSUs and PSUs converted to common stock (in shares) | shares	1.5
Purchase price | $	$ 550

v3.24.3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)			3 Months Ended		9 Months Ended
	Nov. 13, 2023	Aug. 01, 2022	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Product Information [Line Items]
Stock split	3
Number of operating segments | segment					1
Amount excess of FDIC limit			$ 903,200,000		$ 903,200,000		$ 755,500,000
Impairment of long lived assets					0	$ 0
State beverage container deposit			12,500,000		12,500,000		10,100,000
Value added tax payment			2,000,000.0		2,000,000.0		800,000
Other current liabilities			500,000		500,000		$ 0
Freight expense			9,800,000	$ 16,100,000	38,200,000	45,200,000
Marketing and advertising expense			64,400,000	46,700,000	170,300,000	114,200,000
Research and development expense			300,000	500,000	800,000	1,000,000.0
Exchange gain (loss)			300,000	(200,000)	(400,000)	(1,200,000)
Foreign currency translation adjustments, net of income tax			$ 2,025,000	$ (664,000)	$ 363,000	$ (660,000)
Minimum
Product Information [Line Items]
Estimated Useful Life in Years			3 years		3 years
Maximum
Product Information [Line Items]
Estimated Useful Life in Years			7 years		7 years
Due to Pepsi
Product Information [Line Items]
Deferred costs amortized term		20 years			20 years

v3.24.3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations of Risk (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenue
Product Information [Line Items]
Total	100.00%	100.00%	100.00%	100.00%
Revenue | Pepsi
Product Information [Line Items]
Total	47.00%	64.60%	53.50%	60.80%
Revenue | Costco
Product Information [Line Items]
Total	14.90%	8.90%	12.20%	11.40%
Revenue | Amazon
Product Information [Line Items]
Total	10.20%	5.80%	9.30%	7.40%
Revenue | All others
Product Information [Line Items]
Total	27.90%	20.70%	25.00%	20.40%
Accounts Receivable
Product Information [Line Items]
Total			100.00%		100.00%
Accounts Receivable | Pepsi
Product Information [Line Items]
Total			55.30%		69.00%
Accounts Receivable | Amazon
Product Information [Line Items]
Total			11.30%		5.90%
Accounts Receivable | All others
Product Information [Line Items]
Total			33.40%		25.10%

v3.24.3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Expected Credit Losses (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance as of December 31, 2023	$ 3,137
Current period change for expected credit losses	4,244
Balance as of September 30, 2024	$ 7,381

v3.24.3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long Lived Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Impaired Long-Lived Assets Held and Used [Line Items]
Total long-lived assets-net	$ 55,500	$ 38,710
North America
Impaired Long-Lived Assets Held and Used [Line Items]
Total long-lived assets-net	37,023	24,316
Finland
Impaired Long-Lived Assets Held and Used [Line Items]
Total long-lived assets-net	11,930	12,153
Ireland
Impaired Long-Lived Assets Held and Used [Line Items]
Total long-lived assets-net	3,854	0
Sweden
Impaired Long-Lived Assets Held and Used [Line Items]
Total long-lived assets-net	2,663	2,212
Other
Impaired Long-Lived Assets Held and Used [Line Items]
Total long-lived assets-net	30	29
Long-lived assets related to foreign operations
Impaired Long-Lived Assets Held and Used [Line Items]
Total long-lived assets-net	$ 18,477	$ 14,394

v3.24.3

EARNINGS PER SHARE - Schedule of EPS (Details) $ / shares in Units, shares in Thousands, $ in Thousands			3 Months Ended		9 Months Ended
		Nov. 13, 2023	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares
Numerator:
Net income			$ 6,356	$ 83,949	$ 163,950	$ 176,685
Dividends on Series A convertible preferred stock	[1]		(6,913)	(6,875)	(20,588)	(20,512)
Income allocated to participating preferred stock			0	(6,702)	(12,357)	(13,605)
Net (loss) income attributable to common stockholders			(557)	70,372	131,005	142,568
Effect of dilutive securities:
Allocation of earnings to participating securities			0	6,702	12,357	13,605
Reallocation of earnings to participating securities			0	(6,540)	(12,154)	(13,263)
Net (loss) income available to common stockholders after assumed conversions			$ (557)	$ 70,534	$ 131,208	$ 142,910
Denominator:
Weighted average basic common shares outstanding (in shares) | shares	[2]		233,696	231,006	233,219	230,523
Dilutive effect of common shares (in shares) | shares			0	(6,267)	(4,261)	(6,363)
Weighted average diluted common shares outstanding (in shares) | shares	[2]		233,696	237,273	237,480	236,886
(Loss) earnings per share:
Basic (in USD per share) | $ / shares	[2]		$ 0.00	$ 0.30	$ 0.56	$ 0.62
Dilutive (in USD per share) | $ / shares	[2]		$ 0.00	$ 0.30	$ 0.55	$ 0.60
Stock split		3
[1] Amounts in this line item are associated with a related party for all periods presented. [2] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information.

v3.24.3

EARNINGS PER SHARE - Narrative (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Potentially dilutive shares outstanding (in shares)	27.1	21.9	22.0	21.9

v3.24.3

REVENUE - Schedule of Net Sales by Reporting Segment (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	[1]	$ 265,748	$ 384,757	$ 1,023,433	$ 970,579
North America
Disaggregation of Revenue [Line Items]
Revenue		247,125	371,178	968,988	930,545
Europe
Disaggregation of Revenue [Line Items]
Revenue		16,243	11,038	47,069	31,599
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue		594	1,247	2,129	4,111
Other
Disaggregation of Revenue [Line Items]
Revenue		$ 1,786	$ 1,294	$ 5,247	$ 4,324
[1] Includes $124.7 million and $547.8 million for the three and nine months ended September 30, 2024, respectively, and $248.6 million and $590.0 million for the three and nine months ended September 30, 2023, respectively, from a related party.

v3.24.3

REVENUE - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
		Aug. 01, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	[1]		$ 265,748	$ 384,757	$ 1,023,433	$ 970,579
Promotional allowance included as a reduction in revenue			110,300	88,600	$ 326,700	240,600
First cancellable term					19 years
Cancellable term thereafter					10 years
Total payment		$ 250,000
Accrued distributor termination fees					$ (248)	(3,986)
Term agreement					50 years
Term of fixed fees					5 years
Royalty fees					$ 6,900
Due to Pepsi
Disaggregation of Revenue [Line Items]
Accrued distributor termination fees		$ 227,800					$ (38,300)	$ 227,800
Sweden
Disaggregation of Revenue [Line Items]
Revenue			$ 9,500	$ 7,400	$ 30,700	$ 20,800
[1] Includes $124.7 million and $547.8 million for the three and nine months ended September 30, 2024, respectively, and $248.6 million and $590.0 million for the three and nine months ended September 30, 2023, respectively, from a related party.

v3.24.3

INVENTORIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Finished goods	$ 174,255	$ 184,434
Raw materials	28,332	49,022
Less: inventory reserve	(5,015)	(4,181)
Inventories-net	$ 197,572	$ 229,275

v3.24.3

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Disclosure Prepaid Expenses And Other Current Assets [Abstract]
Prepaid expenses and other current assets	$ 38,227	$ 19,503

v3.24.3

NOTE RECEIVABLE - Schedule of Note Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Note receivable-current	$ 3,517	$ 3,471
Allowance for expected credit losses	(2,492)	(1,153)
Note receivable-current-net	$ 1,025	$ 2,318

v3.24.3

NOTE RECEIVABLE - Narrative (Details)	Sep. 30, 2024 shares
Receivables [Abstract]
Repayment period	5 years
Instalment collateral shares (in shares)	60,000

v3.24.3

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (8,905)	$ (4,650)
Property and equipment-net	$ 38,370	24,868
Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life in Years	3 years
Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life in Years	7 years
Merchandising equipment - coolers
Property, Plant and Equipment [Line Items]
Property and equipment	$ 36,573	21,908
Merchandising equipment - coolers | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life in Years	3 years
Merchandising equipment - coolers | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life in Years	7 years
Office equipment
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,632	1,467
Office equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life in Years	3 years
Office equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life in Years	7 years
Vehicles
Property, Plant and Equipment [Line Items]
Estimated Useful Life in Years	5 years
Property and equipment	$ 9,070	$ 6,143

v3.24.3

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2.2	$ 0.7	$ 4.5	$ 1.7

v3.24.3

LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease costs	$ 328	$ 200	$ 887	$ 569
Amortization of right of use assets- finance lease	32	21	94	65
Total lease costs	$ 360	$ 221	$ 981	$ 634

v3.24.3

LEASES - Schedule of Supplemental Cash Flow Information and Non-Cash Activity (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts related to lease liabilities
Operating cash flows from finance leases (interest)	$ 8,000	$ 5,000
Operating cash flows from operating leases	869,000	583,000
Financing cash flows from finance leases (principal)	46,000	33,000
Right-of-use assets obtained in exchange for lease obligations	$ 4,248,000	$ 777,000

v3.24.3

LEASES - Schedule of Weighted Average Remaining Lease Term And Discount (Details)	Sep. 30, 2024	Sep. 30, 2023
Weighted-average remaining lease terms in years
Operating leases	7 years 11 months 1 day	2 years 3 months 3 days
Finance leases	1 year 9 months	2 years 1 month 28 days
Weighted-average discount rate
Operating leases	6.19%	6.55%
Finance leases	3.68%	3.00%

v3.24.3

LEASES - Schedule of Operating Lease and Finance Lease Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating Leases
2024	$ 438
2025	1,129
2026	884
2027	676
2028	660
Thereafter	2,963
Total future minimum lease payments	6,750
Less: amounts representing interest	1,199
Present value of lease liabilities	5,551
Less: current portion	1,358	$ 980
Long-term portion	4,193	955
Finance Leases
2024	19
2025	103
2026	181
2027	0
2028	0
Thereafter	0
Total future minimum lease payments	303
Less: amounts representing interest	15
Present value of lease liabilities	288
Less: current portion	99	59
Long-term portion	$ 189	$ 193

v3.24.3

LEASES - Narrative (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Operating Leased Assets [Line Items]
Lessee, operating lease, liability	$ 6,750
Operating Lease, Lease Not yet Commenced
Operating Leased Assets [Line Items]
Unrecorded Unconditional Purchase Obligation, Including Lease Not yet Commenced, Total	$ 9,800

v3.24.3

GOODWILL AND INTANGIBLES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 14.4		$ 14.4		$ 14.2
Amortized over estimated useful life	25 years		25 years		25 years
Amortization expense	$ 0.1	$ 0.1	$ 0.4	$ 0.4

v3.24.3

GOODWILL AND INTANGIBLES - Schedule of Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Definite-lived intangible assets
Customer relationships	$ 14,085	$ 13,911
Less: accumulated amortization	(2,676)	(2,233)
Definite-lived intangible assets-net	11,409	11,678
Indefinite-lived intangible assets
Brands	468	461
Intangibles-net	$ 11,877	$ 12,139

v3.24.3

GOODWILL AND INTANGIBLES - Schedule of Future Estimated Amortization (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 141
2025	563
2026	563
2027	563
2028	563
Thereafter	9,016
Total	$ 11,409

v3.24.3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands		Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accounts payable	[1]	$ 30,938	$ 42,840
Accrued marketing		23,549	18,252
Unbilled purchases		14,811	11,851
Accrued legal		5,572	7,633
Accrued freight		2,883	2,267
Other accrued expenses		26,209	22,117
Accrued expenses	[2]	$ 73,024	$ 62,120
[1] Includes $0.8 million and $0.1 million due to a related party as of September 30, 2024 and December 31, 2023, respectively. [2] Includes no balance due to a related party as of September 30, 2024 and $1.0 million as of December 31, 2023.

v3.24.3

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended		12 Months Ended
	Aug. 01, 2022	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Accrued distributor termination fees			$ (248)	$ (3,986)
Operating lease liability		$ 5,551	$ 5,551
Series A Preferred Stock
Related Party Transaction [Line Items]
Mezzanine equity, shares issued (in shares)		1,466,666	1,466,666		1,466,666
Issuance of series A, fair value	$ 832,500
Related Party
Related Party Transaction [Line Items]
Mezzanine equity, shares issued (in shares)	1,500,000
Percentage owned by pepsi	8.50%
Accrued distributor termination fees	$ 227,800				$ (38,300)	$ 227,800
Revenue recognition, term	20 years		20 years
Deferred contract asset in other assets	$ 282,500
Related Party | Series A Preferred Stock
Related Party Transaction [Line Items]
Issuance of series A, fair value	832,500
Deferred contract asset in other assets, representing the excess	$ 550,000
Majority Shareholder | Building
Related Party Transaction [Line Items]
Monthly rent		$ 55
Operating lease liability		$ 500	$ 500		$ 500

v3.24.3

MEZZANINE EQUITY (Details) $ / shares in Units, $ in Millions					3 Months Ended	9 Months Ended
	Nov. 15, 2023	Nov. 14, 2023	Nov. 13, 2023	Aug. 01, 2022 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Class of Stock [Line Items]
Stock split			3
Percentage of voting right, preferred stock						50.00%
Series A Preferred Stock
Class of Stock [Line Items]
Temporary equity, shares authorized (in shares) | shares					1,466,666	1,466,666	1,466,666
Mezzanine equity, par value (in USD per share)					$ 0.001	$ 0.001	$ 0.001
Mezzanine equity, stated value (in USD per share)					$ 375.00	$ 375.00	$ 375.00
Issuance of series A, fair value | $				$ 832.5
Per share of aggregate fair value of preferred share (in USD per share)				$ 567.61
Debt issuance costs | $				$ 8.0
Preferred stock, shares issued (in shares) | shares				1,500,000
Volatility rate				45.00%
Risk free interest rate				2.69%
Preferred stock, dividend rate				5.00%
Closing price (in USD per share)				$ 98.87
Debt discount rate				12.50%
Preferred stock, liquidation preference, value | $					$ 550.0	$ 550.0	$ 550.0
Stock split	15	5
Accrued dividend					5.00%
Debt conversion price (in USD per share)					$ 25	$ 25
Preferred stock, conversion ratio					0.0666667	0.0666667
Common stock issued upon conversion (in shares) | shares					22,000,000	22,000,000
Series A Preferred Stock | Securities Purchase Agreement
Class of Stock [Line Items]
Cash consideration to related party | $				$ 550.0
Common stock, other shares outstanding (in shares) | shares					11,000,000	11,000,000
8%
Class of Stock [Line Items]
Preferred stock, dividend rate						8.00%
10%
Class of Stock [Line Items]
Preferred stock, dividend rate						10.00%
12%
Class of Stock [Line Items]
Preferred stock, dividend rate						12.00%

v3.24.3

INCOME TAXES (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate	22.30%	19.90%	20.10%	21.10%

v3.24.3

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 31, 2024	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation service or vesting period of grant					10 years
Exercised			$ 51,100	$ 50,500	$ 112,394	$ 78,600
Number of options exercised (in shares)			1,700,000	1,000,000	2,489,000
Proceeds from exercise of stock options					$ 3,832	1,603
Repurchase of common stock related to tax withholdings			$ 1,700		1,658	0
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense, restricted stock			$ 25,000	$ 20,000	$ 25,000	$ 20,000
Period of recognition of compensation expense					2 years 1 month 6 days
Granted (in shares)					279,000	432,000
Unvested (in shares)			778,000	1,239,000	778,000	1,239,000	1,218,000	1,617,000
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Period of recognition of compensation expense					1 year 10 months 24 days
Aggregate target payout					$ 7,500
Immediate vesting of shares					20.00%
Granted (in shares)					169,000	0
Fair value as of grant date (in USD per share)	$ 39.40
PSU payment award issued (in shares)	104,000
PSU payment award vested (in shares)	87,000
Unvested (in shares)	17,000		214,000	123,000	214,000	123,000	123,000	228,000
Unrecognized pre-tax non-cash compensation expense			$ 7,200		$ 7,200
Vested
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of shares vested					15,000	$ 22,100
General and Administrative Expene
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment arrangement expense			$ 5,400	$ 5,000	$ 13,700	$ 16,200
Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Provisions of options permitted (in shares)					20,800,000
The 2015 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of option shares granted (in shares)			1,700,000
Proceeds from exercise of stock options			$ 2,700
The 2015 Stock Incentive Plan | Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation service or vesting period of grant		3 years
Granted (in shares)		65,000
PSU equivalent to common stock (in USD per share)		$ 1
The 2015 Stock Incentive Plan | Performance Shares | Revenue Metrics
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value as of grant date (in USD per share)			$ 79.27		$ 79.27
The 2015 Stock Incentive Plan | Performance Shares | TSR vs Peer Group
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value as of grant date (in USD per share)			134.75		134.75
The 2015 Stock Incentive Plan | Performance Shares | Market price
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value as of grant date (in USD per share)			$ 20.25		$ 20.25
The 2015 Stock Incentive Plan | Minimum | Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Performance award target, achievement percentage		50.00%
The 2015 Stock Incentive Plan | Maximum | Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Performance award target, achievement percentage		200.00%
Stock Incentive Plan 2015 and 2006
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of option shares granted (in shares)				1,000,000	3,200,000	2,500,000
Proceeds from exercise of stock options				$ 900	$ 3,800	$ 1,600

v3.24.3

STOCK-BASED COMPENSATION - Outstanding Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Shares
Options outstanding, beginning balance (in shares)			4,918
Exercised (in shares)	(1,700)	(1,000)	(2,489)
Forfeiture and cancelled (in shares)			0
Options outstanding, ending balance (in shares)	2,429		2,429		4,918
Exercisable (in shares)	2,429		2,429
Weighted Average Exercise Price
Exercise price, beginning balance (in USD per share)			$ 3.81
Exercised (in USD per share)			1.54
Forfeiture and cancelled (in USD per share)			0
Exercise price, ending balance (in USD per share)	$ 6.13		6.13		$ 3.81
Exercisable (in USD per share)	$ 6.13		$ 6.13
Aggregate Intrinsic Value
At December 31, 2023			$ 249,541
Exercised	$ 51,100	$ 50,500	112,394	$ 78,600
At September 30, 2024	61,277		61,277		$ 249,541
Exercisable at September 30, 2024	$ 61,277		$ 61,277
Weighted Average Remaining Term
At December 31, 2023					4 years 5 months 12 days
At September 30, 2024			5 years
Exercisable at September 30, 2024			5 years

v3.24.3

STOCK-BASED COMPENSATION - Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Shares
Unvested at beginning of period (in shares)	1,218	1,617
Granted (in shares)	279	432
Vested (in shares)	(653)	(618)
Forfeited and cancelled (in shares)	(66)	(192)
Unvested at end of period (in shares)	778	1,239
Weighted Average Grant Date Fair Value
Unvested at beginning of period (in USD per share)	$ 26.13	$ 20.24
Granted (in USD per share)	73.67	35.14
Vested (in USD per share)	22.90	19.50
Forfeited and cancelled (in USD per share)	38.07	24.22
Unvested at end of period (in USD per share)	$ 44.95	$ 31.42

v3.24.3

STOCK-BASED COMPENSATION - Performance Shares Issued to Non-employees (Details) shares in Thousands		9 Months Ended
	Nov. 13, 2023	Sep. 30, 2024 $ / shares shares	Sep. 30, 2023 $ / shares shares
Weighted Average Grant Date Fair Value
Stock split	3
Performance Shares
Shares
Unvested at beginning of period (in shares) | shares		123	228
Granted (in shares) | shares		169	0
Vested (in shares) | shares		(78)	(93)
Forfeited and cancelled (in shares) | shares		0	(12)
Unvested at end of period (in shares) | shares		214	123
Weighted Average Grant Date Fair Value
Unvested at beginning of period (in USD per share) | $ / shares		$ 29.43	$ 30.49
Granted (in USD per share) | $ / shares		53.80	0
Vested (in USD per share) | $ / shares		32.76	32.76
Forfeited and cancelled (in USD per share) | $ / shares		0	24.87
Unvested at end of period (in USD per share) | $ / shares		$ 47.94	$ 30.45

v3.24.3

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) shares in Millions, $ in Millions	Feb. 13, 2023	Jan. 18, 2023	May 04, 2021	Sep. 30, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Compensatory damages		$ 82.6
Reducing award damages value		$ 2.1
Post judgement interest	5.52%
Contingent commitment to third parties				$ 62.8	$ 55.3
Contractual obligations				42.3	$ 34.4
Minimum
Loss Contingencies [Line Items]
Accrued liability				2.1
Maximum
Loss Contingencies [Line Items]
Accrued liability				$ 82.6
DThreeM Licensing Group | F and L
Loss Contingencies [Line Items]
Sales revenue bench mark receive (in shares)			2.3

v3.24.3

Subsequent Events (Details) $ in Millions	Nov. 01, 2024 USD ($)
Big Beverages | Subsequent Event
Subsequent Event [Line Items]
Payment in cash	$ 75.0

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