Celsius Holdings, Inc.CELH

Celsius Holdings, Inc. Earnings Per Share Disclosure

10-KFiled Mar 2, 20262 min read
EARNINGS PER SHARE
The Company’s Preferred Stock is classified as a participating security in accordance with ASC 260 and is therefore included in the two-class method. Basic EPS reflects an allocation of period earnings to the Preferred Stock based on its contractual dividends and participation rights, as if all earnings for the period were distributed. The Preferred Stock does not participate in losses.
Dilutive EPS for the Preferred Stock is computed using the more dilutive of (i) the two-class method (distributed and undistributed) and (ii) the if-converted method. When the if-converted method results in greater dilution, diluted EPS is calculated as if all shares of Preferred Stock were converted into Common Stock at the beginning of the period (or at the issuance date, if later). In this case, Regular Dividends are added back to net income and the corresponding conversion shares are included in the denominator. When the if-converted method does not result in greater dilution, the Preferred Stock is excluded from diluted EPS as its effect would be anti-dilutive, and the two-class method is applied under which the Preferred Stock is treated as a participating security and earnings are allocated between Common Stock and the Preferred Stock based on their respective participation rights. The terms of the Series A Preferred Stock and Series B Preferred Stock are substantially identical, and both are classified as mezzanine equity, as discussed in Note 14. Mezzanine Equity. Treasury stock, including shares repurchased by the Company, is excluded from the calculation of both basic and diluted EPS from the respective repurchase dates, as such shares are not considered outstanding for purposes of determining weighted average shares.
For the years ended December 31,
202520242023
Numerator:
Net income$107,999 $145,074 $226,801 
Dividends on convertible Preferred Stock(37,608)(27,500)(27,462)
Income allocated to participating Preferred Stock(6,554)(10,117)(17,348)
Net income attributable to common stockholders$63,837 $107,457 $181,991 
Effect of dilutive securities:
Allocation of earnings to participating securities
$6,554 $10,117 $17,348 
Reallocation of earnings to participating securities
(6,493)(9,971)(16,934)
Net income available to common stockholders after assumed conversions$63,898 $107,603 $182,405 
Denominator:
Weighted average common shares outstanding, basic252,301 233,667 230,784 
Dilutive shares of Common Stock2,610 3,737 6,180 
Weighted average shares of Common Stock outstanding, diluted254,911 237,404 236,964 
Earnings per share:
Basic$0.25 $0.46 $0.79 
Diluted
$0.25 $0.45 $0.77 
For the years ended December 31, 2025, 2024 and 2023, approximately 26.0 million, 22.0 million and 22.0 million potentially dilutive shares of Common Stock, respectively, on a weighted average basis, were excluded from the computation of diluted EPS, primarily related to shares issuable upon conversion of the Company’s convertible Preferred Stock, with the remainder related to PSUs, as their inclusion would have been antidilutive.

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Mar 3, 2025
2023Feb 29, 2024
2022Mar 1, 2023

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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