Celsius Holdings and PepsiCo Strengthen Long-Term Strategic Partnership

BOCA RATON, Fla. & PURCHASE, N.Y.--(BUSINESS WIRE)--Aug 29, 2025--

Celsius Holdings, Inc. (Nasdaq: CELH) (“Celsius Holdings”) and PepsiCo, Inc. (Nasdaq: PEP) (“PepsiCo”) today announced an agreement to strengthen their long-term strategic partnership. As part of the agreement: (i) Celsius Holdings’ Alani Nu ® brand will move into the PepsiCo distribution system in the U.S. and Canada, (ii) PepsiCo has acquired $585 million in newly issued convertible 5% preferred stock while extending its existing preferred stock to the same conversion period and (iii) Celsius Holdings has acquired the Rockstar Energy ® brand in the U.S. and Canada from PepsiCo. PepsiCo will continue to own the Rockstar Energy brand internationally. Celsius Holdings will become the PepsiCo strategic energy lead in the U.S., managing the CELSIUS ®, Alani Nu and Rockstar Energy brands, while PepsiCo will lead distribution for the Celsius Holdings portfolio in the U.S. and Canada.

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PepsiCo’s ownership in Celsius Holdings increased to approximately 11% on an as-converted basis, and PepsiCo will nominate an additional director to serve on Celsius Holdings’ board of directors, further strategically aligning both companies for the long-term. This agreement leverages the respective strengths of Celsius Holdings and PepsiCo to scale the combined energy drink portfolio with a more unified commercial strategy.

As the fastest growing brand in modern energy, Alani Nu complements PepsiCo’s energy distribution portfolio, appealing to new female consumers focused on fitness and lifestyle. Alani Nu’s move into the PepsiCo system is expected to increase the brand’s retail availability in the U.S. and Canada, including within foodservice and other growth channels. For Celsius Holdings, the Rockstar Energy brand will be additive to its portfolio, attracting incremental consumers who prefer classic energy drink flavors and formats. PepsiCo will continue to distribute Rockstar Energy in the U.S. and Canada for Celsius Holdings.

John Fieldly, Chairman and CEO of Celsius Holdings, said, “Stepping into the role of PepsiCo’s strategic energy drink captain in the U.S. is expected to be a pivotal milestone in our journey to shape the future of modern energy and grow our brands within a leading beverage distribution system. With a proven functional beverage portfolio and a stronger long-term partnership with PepsiCo, we believe that Celsius Holdings is well-positioned to deliver greater innovation, sharper execution and sustained brand growth. Together, we will reach more people, in more places, more often, with a total energy portfolio that offers options for every consumer and creates greater value for all our stakeholders.”

“This agreement marks the next step in PepsiCo reshaping its brand portfolio to position us for long-term growth,” said Ram Krishnan, CEO PepsiCo Beverages U.S. “Energy is an important growth category, and we believe this move with our partner Celsius creates a stronger multi-brand energy portfolio that is better positioned to serve different consumer cohorts. This transaction creates an aligned incentive structure for both parties to bring their individual expertise to better compete in the energy category.”

Strategic Rationale

Advisors

UBS Investment Bank and Goldman Sachs & Co. LLC are serving as co-financial advisor to Celsius Holdings and Freshfields US LLP and Greenberg Traurig, P.A. are serving as legal counsel to Celsius Holdings. Centerview Partners LLC is acting as lead financial advisor to PepsiCo. BofA Securities is also serving as a financial advisor, Cravath, Swaine & Moore LLP is acting as legal counsel to PepsiCo, and McCarthy Tétrault LLP is acting as Canadian legal advisor to PepsiCo.

Celsius Holdings Webcast

Celsius Holdings management will host a webcast today, Friday, Aug. 29, 2025, at 8:30 a.m. ET, to discuss these business updates with the investment community. Investors are invited to join the webcast accessible from https://ir.celsiusholdingsinc.com. Downloadable files, an audio replay and transcript will be made available on the Celsius Holdings investor relations website.

About Celsius Holdings, Inc.

Celsius Holdings, Inc. (Nasdaq: CELH) is a functional beverage company and the owner of energy drink brand CELSIUS ®, hydration brand CELSIUS HYDRATION ™ and health and wellness brand Alani Nu ®. 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.

About PepsiCo

PepsiCo products are enjoyed by consumers more than one billion times a day in more than 200 countries and territories around the world. PepsiCo generated nearly $92 billion in net revenue in 2024, driven by a complementary beverage and convenient foods portfolio that includes Lay's, Doritos, Cheetos, Gatorade, Pepsi-Cola, Mountain Dew, Quaker, and SodaStream. PepsiCo's product portfolio includes a wide range of enjoyable foods and beverages, including many iconic brands that generate more than $1 billion each in estimated annual retail sales.

Guiding PepsiCo is our vision to Be the Global Leader in Beverages and Convenient Foods by Winning with pep+ (PepsiCo Positive). pep+ is our strategic end-to-end transformation that puts sustainability and human capital at the center of how we will create value and growth by operating within planetary boundaries and inspiring positive change for planet and people. For more information, visit www.PepsiCo.com.

Celsius Holdings, Inc. Forward-Looking Statements

This press release contains statements by Celsius Holdings, Inc. (“Celsius Holdings”, “we”, “us”, “our” or the “Company”) 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 and expected financial and operational results. You can identify these statements by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would”, ”could”, ”project”, ”plan”, “potential”, ”designed”, “seek”, “target”, 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; our ability to successfully integrate business that we may acquire, including Alani Nutrition LLC (“Alani Nu”) and Rockstar Energy; our ability to achieve the benefits that we expect to realize as a result of our acquisitions, including Alani Nu and Rockstar Energy; 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, including Alani Nu and Rockstar Energy; 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”); and those other risks and uncertainties discussed in the reports we have filed with the SEC, such as our Annual Report on Form 10-K, 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.

PepsiCo Cautionary Statement

Statements by PepsiCo, Inc. in this communication that are "forward-looking statements" are based on currently available information, operating plans and projections about future events and trends. Terminology such as "believe," "expect," "future," "intend," "may," "plan," "position," "potential," "should," "will" or similar statements or variations of such words and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements. Such risks and uncertainties include, but are not limited to: future demand for PepsiCo's products; damage to PepsiCo's reputation or brand image; product recalls or other issues or concerns with respect to product quality and safety; PepsiCo's ability to compete effectively; PepsiCo's ability to attract, develop and maintain a highly skilled workforce or effectively manage changes in our workforce; water scarcity; changes in the retail landscape or in sales to any key customer; disruption of PepsiCo's manufacturing operations or supply chain, including increased commodity, packaging, transportation, labor and other input costs; political, social or geopolitical conditions in the markets where PepsiCo's products are made, manufactured, distributed or sold; PepsiCo's ability to grow its business in developing and emerging markets; changes in economic conditions in the countries in which PepsiCo operates; future cyber incidents and other disruptions to our information systems; failure to successfully complete or manage strategic transactions; PepsiCo's reliance on third-party service providers and enterprise-wide systems; climate change or measures to address climate change and other sustainability matters; strikes or work stoppages; failure to realize benefits from PepsiCo's productivity initiatives or organizational restructurings; deterioration in estimates and underlying assumptions regarding future performance of our business or investments that can result in impairment charges; fluctuations or other changes in exchange rates; any downgrade or potential downgrade of PepsiCo's credit ratings; imposition or proposed imposition of new or increased taxes aimed at PepsiCo's products; imposition of limitations on the marketing or sale of PepsiCo's products; changes in laws and regulations related to the use or disposal of plastics or other packaging materials; failure to comply with personal data protection and privacy laws; increase in income tax rates, changes in income tax laws or disagreements with tax authorities; failure to adequately protect PepsiCo's intellectual property rights or infringement on intellectual property rights of others; failure to comply with applicable laws and regulations; and potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations.

For additional information on these and other factors that could cause PepsiCo's actual results to materially differ from those set forth herein, please see PepsiCo's filings with the SEC, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. PepsiCo undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Celsius Holdings and PepsiCo announced an agreement that strengthens their long-term strategic partnership, creating a total energy portfolio optimized to serve more people, in more places, more often.

HAVANA (AP) — Trumpets and drums played solemnly at Havana's airport Thursday as white-gloved Cuban soldiers marched out of a plane carrying urns with remains of the 32 Cuban officers killed during a stunning U.S. attack on Venezuela.

Nearby, thousands of Cubans lined one of Havana’s most iconic streets to await the bodies as the island remained under threat by the administration of U.S. President Donald Trump.

The soldiers' shoes clacked as they marched stiff-legged into the headquarters of the Ministry of the Armed Forces and placed the urns on a long table next to the pictures of those killed. Tens of thousands of people paid their respects, saluting the urns or holding their hand over their heart, many of them drenched from standing outside in a heavy downpour.

Thursday’s mass funeral was only one of a handful that the Cuban government has organized over the past half-century.

The soldiers were part of the security detail of Venezuelan President Nicolás Maduro during the Jan. 3 raid on his residence to seize the former leader and bring him to the U.S. to face drug trafficking charges.

State television also showed images of more than a dozen people it said were wounded combatants from the raid, accompanied by Cuban Foreign Minister Bruno Rodríguez after arriving Wednesday night from Venezuela. Some were in wheelchairs.

Tensions between Cuba and the U.S. have spiked, with Trump recently demanding that the Caribbean country make a deal with him before it is “too late.” He did not explain what kind of deal.

Trump also has said that Cuba will no longer live off Venezuela's money and oil. Experts warn that the abrupt end of oil shipments could be catastrophic for Cuba, which is already struggling with serious blackouts and a crumbling power grid.

Officials unfurled a massive flag at Havana's airport as President Miguel Díaz-Canel, clad in military garb, stood silent next to former President Raúl Castro, with what appeared to be the relatives of those killed looking on nearby.

Cuban Interior Minister Lázaro Alberto Álvarez Casas called the slain soldiers “heroes” of an anti-imperialist struggle spanning both Cuba and Venezuela. In an apparent reference to the U.S., he said the “enemy” speaks of “high-precision operations, of troops, of elites, of supremacy.

“We, on the other hand, speak of faces, of families who have lost a father, a son, a husband, a brother,” Álvarez said.

The events demonstrate that “imperialism may possess more sophisticated weapons; it may have immense material wealth; it may buy the minds of the wavering; but there is one thing it will never be able to buy: the dignity of the Cuban people,” he said.

Carmen Gómez, a 58-year-old industrial designer, was among the thousands of Cubans who lined a street where motorcycles and military vehicles thundered by with the remains of those killed.

“They are people willing to defend their principles and values, and we must pay tribute to them,” Gómez said, adding that she hopes no one invades her country. “It’s because of the sense of patriotism that Cubans have, and that will always unite us.”

The 32 military personnel ranged in age from 26 to 60 and were part of protection agreements between the two countries.

Officials in Cuba have said they expect a massive demonstration Friday across from the U.S. Embassy to protest the deaths.

“People are upset and hurt ... many do believe that the dead are martyrs” of a historic struggle against the United States, analyst and former diplomat Carlos Alzugaray told The Associated Press.

In October 1976, then-President Fidel Castro led a massive demonstration to bid farewell to the 73 people killed in the bombing of a civilian flight financed by anti-revolutionary leaders in the U.S. Most of the victims were Cuban athletes.

In December 1989, officials organized a ceremony to honor the more than 2,000 Cuban combatants who died in Angola during Cuba’s participation in a war that defeated the South African army.

In October 1997, memorial services were held following the arrival of the remains of guerrilla commander Ernesto “Che” Guevara and six of his comrades, who died in 1967.

The latest mass burial is critical to honor those slain, said José Luis Piñeiro, a 60-year-old doctor who lived for four years in Venezuela.

“I don’t think Trump is crazy enough to come and enter a country like this, ours, and if he does, he’s going to have to take an aspirin or some painkiller to avoid the headache he’s going to get,” Piñeiro said. “These were 32 heroes who fought him. Can you imagine an entire nation? He’s going to lose.”

The remains arrived a day after the U.S. announced $3 million in additional aid to help the island recover from the catastrophic Hurricane Melissa. The first flight took off on Wednesday, and a second flight was scheduled for Friday. A commercial vessel also will deliver food and other supplies.

Cuba had said on Wednesday that any contributions will be channeled through the government.

But U.S. State Department foreign assistance official Jeremy Lewin said Thursday that the U.S. was working with Cuba’s Catholic Church to distribute aid, as part of Washington's efforts to give assistance directly to the Cuban people.

“There’s nothing political about cans of tuna and rice and beans and pasta,” he said Thursday, warning that the Cuban government should not intervene or divert supplies. “We will be watching, and we will hold them accountable.”

Lewin said the Cuban government has a choice to: “Step down or better provide towards people.” Lewin added that “if there was no regime,” the U.S. would provide “billions and billions of dollars” in assistance, as well as investment and development: “That’s what lies on the other side of the regime for the Cuban people.”

Cuban Foreign Minister Bruno Rodríguez said the U.S. government was “exploiting what appears to be a humanitarian gesture for opportunistic and politically manipulative purposes.”

Coto contributed from San Juan, Puerto Rico.

Follow AP’s coverage of Latin America and the Caribbean at https://apnews.com/hub/latin-america

People line up outside the Ministry of the Revolutionary Armed Forces where the remains are on display of the Cuban officers who were killed during the U.S. operation in Venezuela that captured President Nicolas Maduro, as it sprinkles rain in Havana, Cuba, Thursday, Jan. 15, 2026. (AP Photo/Ramon Espinosa)

Military members line up outside the Ministry of the Revolutionary Armed Forces where the urns containing the remains of Cuban officers, killed during the U.S. operation in Venezuela that captured President Nicolas Maduro, are on display in Havana, Cuba, Thursday, Jan. 15, 2026. (AP Photo/Ramon Espinosa)

Military members pay their last respects to Cuban officers who were killed during the U.S. operation in Venezuela that captured Venezuelan President Nicolas Maduro, at the Ministry of the Revolutionary Armed Forces where the urns containing the remains are displayed during a ceremony in Havana, Cuba, Thursday, Jan. 15, 2026. (AP Photo/Ramon Espinosa)

A motorcade transports urns containing the remains of Cuban officers, who were killed during the U.S. operation in Venezuela that captured Venezuelan President Nicolas Maduro, through Havana, Cuba, Thursday, Jan. 15, 2026. (AP Photo/Ramon Espinosa)

Soldiers carry urns containing the remains of Cuban officers, who were killed during the U.S. operation in Venezuela that captured Venezuelan President Nicolas Maduro, at the Ministry of the Revolutionary Armed Forces in Havana, Cuba, Thursday, Jan. 15, 2026. (Adalberto Roque /Pool Photo via AP)

A motorcade transports urns containing the remains of Cuban officers, who were killed during the U.S. operation in Venezuela that captured Venezuelan President Nicolas Maduro, through Havana, Cuba, Thursday, Jan. 15, 2026. (AP Photo/Ramon Espinosa)

A motorcade transports urns containing the remains of Cuban officers, who were killed during the U.S. operation in Venezuela that captured Venezuelan President Nicolas Maduro, through Havana, Cuba, Thursday, Jan. 15, 2026. (AP Photo/Ramon Espinosa)

People line the streets of Havana, Cuba, Thursday, Jan. 15, 2026, to watch the motorcade carrying urns containing the remains of Cuban officers killed during the U.S. operation in Venezuela that captured Venezuelan President Nicolas Maduro. (AP Photo/Ramon Espinosa)

Workers fly the Cuban flag at half-staff at the Anti-Imperialist Tribune near the U.S. Embassy in Havana, Cuba, Monday, Jan. 5, 2026, in memory of Cubans who died two days before in Caracas, Venezuela during the capture of Venezuelan President Nicolas Maduro by U.S. forces. (AP Photo/Ramon Espinosa)