重大事件
即時報告
8-K
2026-07-15
Celsius Holdings 再融資修訂生效 定期貸款利率再降0.25%
AI 繁中摘要
Celsius Holdings 提交 8-K 申報，披露其信貸協議第二次再融資修訂（Second Amendment）已於 2026 年 7 月 15 日生效。
根據申報，Celsius 透過旗下子公司及貸款人，與行政代理人 UBS AG, Stamford Branch 簽訂此修訂。主要變動包括：
- 定期貸款利率再下調 0.25%。若公司能持續達到特定公開企業或企業家族評級，利率可額外再減 0.25%。
- 循環信貸融資利率維持不變。
- 同日，Celsius 以新提取的 6.9475 億美元定期貸款全數償還了原有 7 億美元定期貸款（Existing Term Loan），過程中並無產生提前還款罰金。
此舉是繼 2025 年 4 月簽署 9 億美元定期貸款及 1 億美元循環信貸融資，以及 2025 年 10 月首次利率下調 0.75% 後的進一步融資成本優化 🏦。新貸款利率更低，有助降低利息開支，改善財務靈活性。
對投資者而言，Celsius 持續透過再融資降低債務成本，反映其穩健的信用狀況及管理層積極管理資本結構的意願。若未來評級提升，利率有望再降，進一步利好盈餘表現 📉➡️📈。惟需留意，循環信貸利率未變，整體債務規模仍維持約 6.95 億美元，短期內對現金流壓力不大。
展開英文正文
8-K NASDAQ false 0001341766 0001341766 2026-07-15 2026-07-15 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): July 15, 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, 2nd Floor, 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 1.01. Entry into a Material Definitive Agreement. As previously reported, on April 1, 2025, Celsius Holdings, Inc., a Nevada corporation (the “Company”), and its wholly owned subsidiary, Celsius, Inc., as borrowers, certain subsidiaries of the Company as guarantors, the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (the “Agent”), entered into a Credit Agreement (the “Credit Agreement”), providing for a term loan facility in an aggregate principal amount of up to $900.0 million (the “Term Loan Facility”), and a revolving credit facility in an aggregate principal amount of up to $100.0 million (the “Revolving Facility”). Also as previously reported, on October 2, 2025, the Company entered into a first refinancing amendment to the Credit Agreement (the “First Amendment”), together with Celsius Inc., certain subsidiaries of the Company, the Agent and the lenders party thereto, which amended the Credit Agreement to reduce the applicable interest rates with respect to the Term Loan Facility and the Revolving Facility in each case by 0.75%. In connection with the First Amendment, the Company had drawn a new $700.0 million term loan under the Term Loan Facility (the “Existing Term Loan”). On July 15, 2026, the Company entered into a second refinancing amendment to the Credit Agreement (the “Second Amendment”), together with Celsius, Inc., certain subsidiaries of the Company, the Agent and the lenders party thereto, which amended the Credit Agreement to reduce the applicable interest rate with respect to the Term Loan Facility by 0.25%, with a potential additional reduction of 0.25% should the Company achieve certain public corporate or corporate family ratings on an ongoing basis. All other material terms of the Credit Agreement, including the applicable interest rate with respect to the Revolving Facility, remain unchanged. In connection with the Second Amendment, on July 15, 2026, the Company repaid the entirety of the Existing Term Loan using all of the proceeds from a new $694.75 million term loan under the Term Loan Facility, which bears interest at the reduced interest rate provided by the Second Amendment. The Company did not incur any prepayment penalties in connection with such refinancing. The foregoing description of the Second Amendment is only a summary and is qualified in its entirety by reference to the full text of the Second Amendment (including the Credit Agreement, as amended by the First Amendment and the Second Amendment, attached as Exhibit A to the Second Amendment), which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No Description 10.1*+ Second Refinancing Amendment, dated July 15, 2026, by and among Celsius Holdings, Inc., Celsius, Inc., the lenders party thereto and UBS AG, Stamford Branch, as the administrative agent and the collateral agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission or its staff upon request. + Certain provisions and terms of this Exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the Company customarily and actually treats that information as private or confidential and the omitted information is not material. The Company will supplementally provide a copy of an unredacted copy of this exhibit to the Securities and Exchange Commission or its staff upon request. 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: July 15, 2026 By: /s/ Jarrod Langhans Jarrod Langhans, Chief Financial Officer