Form 8-K

8-K — Celsius Holdings, Inc.

Accession: 0001193125-26-342430

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001341766

SIC: 2086 (BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d135466d8k.htm (Primary)

EX-99.1 (d135466dex991.htm)

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8-K

8-K (Primary)

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8-K

NASDAQ false 0001341766 0001341766 2026-08-10 2026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-34611

20-2745790

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2381 NW Executive Center Drive, Boca Raton, Florida

33431

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (561) 276-2239

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, $0.001 par value per share

CELH

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 10, 2026, Mr. Eric Hanson, President and Chief Operating Officer, departed from Celsius Holdings, Inc. (the “Company”). Mr. Hanson is eligible to receive severance benefits under the Company’s Executive Severance Pay Plan in connection with his departure from the Company, subject to certain conditions of the plan.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on August 10, 2026 announcing the departure of Mr. Hanson and certain other management changes and is furnishing the information included as Exhibit 99.1 to this Current Report on Form 8-K which is incorporated by reference in this Item 7.01.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No

Description

99.1

Press Release of Celsius Holdings, Inc. dated August 10, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CELSIUS HOLDINGS, INC.

Date: August 10, 2026

By:

/s/ Richard Mattessich

Richard Mattessich, Chief Legal Officer

EX-99.1

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EX-99.1

Exhibit 99.1

Celsius Holdings Announces Leadership Changes as Part of

Organizational Realignment to Support its Total Energy Portfolio

Strategy

Tyler

Bohannon, EVP of North American Sales, appointed Chief Commercial Officer

Tony Guilfoyle appointed to newly created role of Chief

Business Transformation Officer

Eric Hanson, President and Chief Operating Officer, has departed from the Company

BOCA RATON, Fla., Aug. 10, 2026 — Celsius Holdings, Inc. (Nasdaq: CELH) (“Celsius Holdings” or “the Company”)

today announced leadership changes designed to further align the Company’s leadership structure with the continued execution of its total energy portfolio strategy.

Celsius Holdings’ EVP of North American Sales, Tyler Bohannon, has been appointed Chief Commercial Officer, effective Aug. 10, 2026. In this role,

Bohannon will lead key elements of the Company’s commercial organization and strategy, with responsibility for field sales, key retailer accounts, DSD operations and revenue growth management across the Company’s portfolio of brands.

Tony Guilfoyle, former Chief Customer Officer of Celsius Holdings, was appointed to the newly created role of Chief Business Transformation Officer,

effective July 1, 2026. In this role, Guilfoyle is leading enterprise-wide initiatives focused on strengthening cross-functional execution, advancing operational excellence, supporting AI adoption and building the capabilities needed to support

Celsius Holdings’ continued growth as a scaled multi-brand portfolio.

In addition to the new appointments, Eric Hanson, President and Chief

Operating Officer, has departed from the Company. Since his appointment in early 2025, Hanson has helped unlock additional value from the Company’s strategic partnerships and optimize the integration of recent acquisitions.

“Together with our Board, we continue to take action to ensure our leadership structure evolves alongside the priorities and opportunities of the

business,” said John Fieldly, Chairman and Chief Executive Officer of Celsius Holdings. “Strengthening our commercial organization and enterprise capabilities is an important part of our long-term strategy to grow our scaled portfolio of

leading brands, and these actions have been evaluated and discussed over the past several months.”

Fieldly continued, “Tyler and Tony have

each played important roles in helping Celsius scale. Tyler has helped build a strong commercial organization and deepen our partnership with PepsiCo, while Tony has helped strengthen operational execution and will now lead enterprise-wide

initiatives focused on execution and capability building. We are confident that together they are well positioned to support the continued growth of our total energy portfolio and capitalize on the growing consumer demand for Modern Energy. We also

want to thank Eric for his contributions to Celsius and wish him all the best in his future endeavors.”

Bohannon has served as EVP of North American Sales since February 2025 and has played a key role in

deepening the Company’s partnership with PepsiCo and supporting the successful integration of both Alani Nu and Rockstar Energy. Bohannon has more than 20 years of experience in the beverage industry and previously served as Celsius

Holdings’ Executive Vice President of Field Sales. Prior to joining Celsius Holdings, he held key leadership roles at major beverage companies including Nestlé Waters, Coors Brewing, Rockstar Energy and PepsiCo, where he led DSD

operations and eCommerce.

Guilfoyle previously served as Celsius Holdings’ Chief Commercial Officer from 2024 and, from February 2026, as Chief

Customer Officer, until his appointment to his new role in July 2026, helping scale the Company’s commercial capabilities during a period of significant growth. Under his leadership, the sales organization expanded substantially and earned

industry and customer recognition. Having built much of the Company’s commercial field infrastructure and supported its recent integration and distribution transitions, Guilfoyle steps into the new role as the Company continues to advance its

long-term portfolio growth strategy. Prior to joining Celsius Holdings in 2020, he served as the EVP of Sales for Rockstar Energy Drink for more than a decade.

About Celsius Holdings, Inc.

Celsius Holdings, Inc.

(Nasdaq: CELH) is a functional beverage company and the owner of energy drink brand CELSIUS®, health and wellness brand Alani Nu® and

Rockstar Energy®. Born in fitness and pioneering the rapidly growing, better-for-you, functional beverage

category, the company creates and markets leading functional beverage products. For more information, please visit www.celsiusholdingsinc.com.

Contact

Paul Wiseman

Investors: investorrelations@celsius.com

Press:

press@celsius.com

Forward-Looking Statements

This press release contains statements by Celsius Holdings, Inc. that are not historical facts and are considered forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our prospects, plans, business strategy, initiatives for commercial organization and enterprise capabilities, expectations

regarding portfolio growth and scale and leadership changes and the effects thereof. You can identify these statements by the use of words such as “accelerating,” “advancing,” “believe,” “building,”

“continue,” “designed,” “ensure,” “focused,” “future,” “growth,” “initiatives,” “positioned,” “strategy,” “strengthening,”

“support,” “will,” variations of these terms, the negatives of such terms and similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our

perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. These forward-looking statements are based on our current expectations and beliefs concerning

future developments and their potential effect on us. You should not rely on forward-looking statements because our actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors.

These factors include, but are not limited to: changes to our commercial agreements with PepsiCo, Inc.; management’s plans and objectives for international expansion and global operations; general economic and business conditions; our business

strategy for expanding our presence in our industry; our expectations of revenue; operating costs and profitability; our expectations regarding our strategy and investments; the impact of leadership changes; our ability to successfully integrate

business that we may acquire, our ability to achieve the benefits that we expect to realize as a result of our acquisitions, the potential negative impact on our financial condition and results of operations if we fail to achieve the benefits that

we expect to realize as a result of our business acquisitions, liabilities of the businesses that we acquire that are not known to us; our expectations regarding our business, including market opportunity, consumer demand and our competitive

advantage; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; the Company’s ability to comply with the rules and

regulations of the Securities and Exchange Commission (the “SEC”); ongoing and potential litigation matters; the impact of third parties attempting to replicate our product attributes; and those other risks and uncertainties discussed in

our most recently filed Annual Report on Form 10-K and in our other reports filed with the Securities and Exchange Commission, including our Quarterly Reports on Form

10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date the statements were made. We do not undertake any obligation to update

forward-looking information, except to the extent required by applicable law.

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