Celsius Holdings, Inc.CELH
Celsius Holdings, Inc. Debt Disclosure
DEBT
Debt consisted of the following:
| December 31, 2025 | |||||
| Term loan, due 2032 | $ | 698,250 | |||
Less: current portion[1] | (7,000) | ||||
| Less: unamortized discount and debt issuance costs | (21,324) | ||||
| Total long-term debt | $ | 669,926 | |||
[1] The current portion of the Company’s debt is included in other current liabilities on the Consolidated Balance Sheets.
The Company’s debt outstanding as of December 31, 2025 matures as follows:
| 2026 | $ | 7,000 | |||
| 2027 | 7,000 | ||||
| 2028 | 7,000 | ||||
| 2029 | 7,000 | ||||
| 2030 | 7,000 | ||||
| Thereafter | 663,250 | ||||
| Total debt | $ | 698,250 | |||
| Unamortized discounts and debt issuance costs | (21,324) | ||||
| Total debt, net of unamortized discounts and debt issuance costs | $ | 676,926 | |||
Credit Agreement
On April 1, 2025, Celsius Holdings, Inc. and Celsius, Inc., as borrowers, together with certain subsidiaries of Celsius as guarantors, entered into the Credit Agreement with the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent. The Credit Agreement provided for a Term Loan Facility in an aggregate principal amount of up to $900.0 million, which was fully drawn on the Closing Date of Alani Nu to fund a portion of the cash consideration, payable to the Sellers in the Alani Nu Acquisition, and the Revolving Credit Facility in an aggregate principal amount of up to $100.0 million (which could include the issuance of letters of credit in a stated face amount of up to, but not exceeding, $50.0 million). The Term Loan Facility matures on April 1, 2032 and the Revolving Credit Facility matures on April 1, 2030.
The obligations under the Credit Agreement are guaranteed by certain wholly owned domestic subsidiaries of the Company, subject to customary exclusions, and are secured by a first-priority security interest in substantially all of the assets of the Company, the borrowers and the guarantors, including cash, accounts receivable, intellectual property, books and records and related assets and certain intellectual property of other subsidiaries.
The Credit Agreement further contains certain customary restrictive covenants that, among other things, generally limit the ability of the Company and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) sell assets, (iv) enter into transactions with affiliates, (v) effect mergers and (vi) incur indebtedness. The Credit Agreement additionally contains customary representations, warranties, affirmative covenants and events of default (subject to grace periods). As of December 31, 2025, management had not identified any events of non-compliance with the covenants under the Amended Credit Agreement.
The following table summarizes the material interest rate terms applicable to borrowings under the Company’s Credit Agreement before the First Refinancing Amendment became effective on October 2, 2025. Borrowings bore interest at either a benchmark rate or an alternate base rate:
| Facility | Rate Type | Applicable Rate | ||||||
| Term Loan Facility | Benchmark Rate[1] | 3.25% | ||||||
Alternate Rate[2] | 2.25% | |||||||
| Revolving Credit Facility | Benchmark Rate[1] | 3.00% | ||||||
Alternate Rate[2] | 2.00% | |||||||
| Revolving Credit Facility | Commitment Fee[3] (unused portion) | 0.50% | ||||||
[1] Bear interest at the benchmark rate, including Term SOFR or, in the case of certain foreign currency borrowings, EURIBOR, plus the applicable rate shown above.
[2] Bear interest at the alternate base rate, plus the applicable rate shown above. The alternate base rate is defined as the highest of (i) the U.S. prime rate, (ii) the Federal Funds Rate plus 0.50%, (iii) the Benchmark Rate for an interest period of one month plus 1.00% and (iv) 1.00%.
[3] The commitment fee is payable on the unused portion of the Revolving Credit Facility.
On October 2, 2025, the Company amended the Credit Agreement through the First Refinancing Amendment to refinance the existing Term Loan Facility and reduce the applicable interest rate margin by 0.75% on both the Term Loan Facility and the Revolving Credit Facility. All other material terms of the Credit Agreement remained unchanged. Immediately prior to the First Refinancing Amendment, the Company repaid $197.8 million of the outstanding principal of the Term Loan Facility in accordance with the terms of the original Credit Agreement. The Company accounted for the transaction as a debt modification with a partial extinguishment which was related to the repayment immediately prior to the amendment. As a result, the Company recorded a loss on extinguishment of debt of approximately $6.0 million, which is included in Total other (expense) income in the Consolidated Statements of Operations and Comprehensive Income.
The following table summarizes the material interest rate terms applicable to borrowings under the Credit Agreement after giving effect to the First Refinancing Amendment. Borrowings bear interest at either a benchmark rate or an alternate base rate, and applicable rates are subject to potential step-downs in 0.25% increments pursuant to a pricing grid based on net leverage:
| Facility | Rate Type | Applicable Rate | ||||||
| Term Loan Facility | Benchmark Rate[1] | 2.50% | ||||||
Alternate Rate[2] | 1.50% | |||||||
| Revolving Credit Facility | Benchmark Rate[1] | 2.25% | ||||||
Alternate Rate[2] | 1.25% | |||||||
| Revolving Credit Facility | Commitment Fee[3] (unused portion) | 0.50% | ||||||
[1] Bear interest at the benchmark rate, including Term SOFR or, in the case of certain foreign currency borrowings, EURIBOR, plus the applicable rate shown above.
[2] Bear interest at the alternate base rate, plus the applicable rate shown above. The alternate base rate is defined as the highest of (i) the U.S. prime rate, (ii) the federal funds rate plus 0.50%, (iii) the Benchmark Rate for an interest period of one month plus 1.00% and (iv) 1.00%.
[3] The commitment fee is payable on the unused portion of the Revolving Credit Facility.
The effective interest rate on the Term Loan Facility as of December 31, 2025 was 7.09%.
The Company used the proceeds from the First Refinancing Amendment to repay in full the outstanding balance of the Term Loan Facility in the amount of $700.0 million. In connection with the refinancing, the Company incurred $0.8 million of original issuance costs, which were deferred and will be amortized over the term of the Term Loan Facility. Third-party fees were expensed as incurred and totaled approximately $0.1 million. As of December 31, 2025, the Company’s unamortized debt discount and debt issuance costs related to the Term Loan Facility were $21.3 million, which is included as a reduction of long-term debt in the Consolidated Balance Sheets.
There were no borrowings and no letters of credit outstanding under the Revolving Credit Facility as of December 31, 2025. As of December 31, 2025, the Company’s unamortized debt issuance costs related to the Revolving Credit Facility were $2.3 million, which is included in other long-term assets in the Consolidated Balance Sheets.
Beginning on September 30, 2025, the Credit Agreement required quarterly payments equal to 0.25% of the original principal balance, and, after giving effect to the First Refinancing Amendment, the Credit Agreement has required quarterly principal payments equal 0.25% of the refinanced principal amount. The Company made $4.0 million of mandatory principal payments during the year ended December 31, 2025 and a principal repayment in connection with the First Refinancing Amendment of $197.8 million. Additionally, the Credit Agreement requires mandatory prepayments in connection with certain assets sales, the incurrence of certain additional indebtedness and the Company’s cash flow exceeding specified thresholds, in each case subject to various limitations and exceptions.About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.