Celsius the brand is owned by Celsius Holdings, Inc. (NASDAQ: CELH), a Nevada-incorporated, Boca Raton-based public company with no controlling shareholder as of September 2026. PepsiCo owns no Celsius common stock at all. It holds every share of two series of convertible preferred stock which, per the company's own 10-K, are "not currently convertible into Common Stock."
That distinction matters. PepsiCo cannot vote those shares as common, does not appear in the company's beneficial ownership table, and cannot convert until the early 2030s. What it does have is two board seats and control of distribution, which is a different kind of power entirely.
Key takeaways
- Celsius Holdings, Inc. owns the Celsius brand, along with Alani Nu and Rockstar Energy. It trades on NASDAQ as CELH.
- PepsiCo appears nowhere in the greater-than-5% common stockholder table of the April 2026 proxy, because its holding is preferred stock, not common.
- PepsiCo paid $550.0 million in August 2022 for roughly 1.5 million shares of non-voting Series A Preferred, then received 390,000 shares of Series B Preferred in August 2025.
- The preferred cannot convert until 2031 at the earliest. Automatic conversion is set for August 28, 2031, optional conversion for August 28, 2032.
- PepsiCo has two designated directors on the Celsius board as of December 31, 2025.
- The largest actual shareholders are the Alani Nu founders. Alani Holdings, LLC, Max Clemons and Trey Steiger hold the same 22,451,224 share block, 8.74% of the company.
- Celsius bought Alani Nu on April 1, 2025 for $1,275.0 million in cash plus 22,451,224 shares plus a $25.0 million earnout that was earned.
- Celsius then bought Rockstar Energy from PepsiCo on August 28, 2025, paying in preferred stock rather than cash.
- 2025 revenue was $2.5 billion, up 86%, with about 20% US energy drink dollar share.
This article is based on primary sources: Celsius Holdings, Inc.'s Annual Report on Form 10-K for fiscal year 2025 (filed March 2, 2026, SEC CIK 0001341766), including Note 13 on related party transactions and the preferred stock disclosures; and its DEF 14A proxy statement filed April 14, 2026, including the beneficial ownership table as of the April 1, 2026 record date. Where I compute a figure from disclosed numbers rather than quoting one, I say so. Full source list at the bottom.
Who owns Celsius right now?
Celsius Holdings, Inc. is a widely held public company. Percentages below are of the 256,896,075 common shares outstanding as of the April 1, 2026 record date.
| Holder of more than 5% | Shares | Percent of class |
|---|---|---|
| Chau Hoi Shuen Solina Holly | 23,040,969 | 8.97% |
| Alani Holdings, LLC | 22,451,224 | 8.74% |
| Max Clemons | 22,451,224 | 8.74% |
| Trey Steiger | 22,451,224 | 8.74% |
| Deborah DeSantis | 19,577,490 | 7.62% |
| Dean DeSantis | 19,467,895 | 7.58% |
| AllianceBernstein L.P. | 16,098,306 | 6.27% |
| William H. Milmoe | 15,411,708 | 6.00% |
| BlackRock, Inc. | 14,501,762 | 5.64% |
| CD Financial, LLC | 13,882,396 | 5.40% |
Read that table carefully, because it contains two traps.
The 22,451,224 share figure appears three times and is one block, not three. Alani Holdings, LLC holds it; Max Clemons and Trey Steiger are the principals of Alani Holdings and are each deemed to beneficially own the same shares. Adding them together would triple-count. The same applies to CD Financial and William Milmoe, whose 6.00% includes CD Financial's 5.40%.
PepsiCo is not on this list. That is not an omission. PepsiCo holds no common stock.
All current executive officers and directors as a group, sixteen people, hold 6,029,971 shares, or 2.33%. There is no founder bloc and no controlling holder.
What PepsiCo actually owns
This is the part that every summary gets wrong, so here it is precisely, from the 10-K.
| Instrument | Issued | Amount | Terms |
|---|---|---|---|
| Series A Convertible Preferred | August 2022 | About 1.5 million shares, for $550.0 million | Non-voting. Fair value at issuance estimated at $832.5 million |
| Series B Convertible Preferred | August 28, 2025 | 390,000 shares, stated purchase price $585.0 million | Each convertible into approximately 29 shares of common |
| Dividends on both | 5.0% per annum, cumulative, quarterly | Payable in cash or in kind, plus participation in common dividends on an as-converted basis | |
| Conversion | Not currently permitted | Automatic conversion August 28, 2031. Optional conversion August 28, 2032 | |
| Redemption | Company redemption August 28, 2032. Holder redemption August 28, 2032, 2035 and 2038 |
PepsiCo is the sole holder of both series. The 10-K states plainly that "the Preferred Stock is not currently convertible into Common Stock," while noting that the Series B Purchase Agreement deems PepsiCo to beneficially own the underlying common for the purposes of its contractual rights.
So the honest answer to "what percentage of Celsius does PepsiCo own" is: none of the common stock, and a preferred position whose eventual as-converted size is a function of conversion terms that do not bite until 2031. The Series B alone converts into roughly 11.3 million common shares on the disclosed ratio, which is my arithmetic, not a disclosed figure.
Who controls Celsius?
Nobody controls it through equity. PepsiCo's influence runs through two other channels.
Two board seats. As of December 31, 2025, PepsiCo has two designated directors on the Celsius board, the second seat obtained as part of the August 2025 transactions.
Distribution. Under amended and restated distribution agreements, PepsiCo is the primary distributor of Celsius, Alani Nu and Rockstar products in the US and Canada. Celsius also serves as PepsiCo's "strategic energy drink captain" in the US, a role its proxy describes as letting it inform planogram design and SKU prioritisation across a unified energy portfolio.
That is a company whose route to market belongs to a partner that also sits on its board and holds the most senior security on its balance sheet. Equity ownership understates the relationship; the distribution agreement is the real dependency, and the 10-K lists maintaining it among the company's risk factors.
The Alani Nu acquisition
Celsius completed its acquisition of Alani Nutrition LLC on April 1, 2025. The consideration, per the 10-K:
- $1,275.0 million in cash, subject to adjustment
- 22,451,224 shares of Celsius common stock
- Up to $25.0 million in additional cash, which the company determined was fully payable because Alani Nu's 2025 revenue hit the agreed target, expected to be paid in Q1 2026
The cash portion was funded partly by a $900.0 million term loan under a credit agreement with UBS AG, Stamford Branch as administrative agent.
The commonly cited "$1.8 billion" headline is the cash plus the value of that stock at announcement. The components above are the disclosed figures, and the stock component is why Alani Nu's founders are now Celsius's largest shareholder block. For the brand's own ownership story, see who owns Alani Nu.
Clemons and Steiger also signed two-year consulting agreements commencing April 1, 2025, at $50,000 a month each for the first twelve months, then hourly at $625 with a combined $100,000 monthly cap.
Rockstar: buying a brand from your own investor
The August 2025 transaction is the most unusual thing in this story, and it is barely covered anywhere.
On August 28, 2025, Celsius acquired the assets and liabilities comprising Rockstar Energy in the US and Canada from PepsiCo, which had itself bought Rockstar in 2020. Celsius did not pay cash. It issued PepsiCo 390,000 shares of new Series B Preferred and modified the existing Series A.
The 10-K puts the total non-cash consideration at $935.8 million, comprising the fair value of the new Series B plus the modified Series A, allocated between two things: the Rockstar acquisition itself and an implicit upfront payment to PepsiCo for the captaincy arrangement.
So PepsiCo sold a brand it owned to a company it partly funds, took payment in that company's preferred stock, gained a second board seat, and kept the distribution. Celsius went from one brand to three without spending cash.
PepsiCo also reimbursed Celsius for terminating Alani Nu's former distributors as that business moved onto the PepsiCo system: $210.8 million received through December 31, 2025, with a further $64.2 million expected.
Ownership history
| Date | Event | Ownership impact |
|---|---|---|
| 2004 | Celsius Holdings founded | Small-cap public company for most of its life |
| August 1, 2022 | PepsiCo pays $550.0 million for Series A Preferred and signs the original US distribution agreement | First strategic investor, non-voting |
| April 1, 2025 | Alani Nu acquired for $1,275.0 million cash plus 22,451,224 shares | Alani Nu founders become the largest shareholder block |
| August 28, 2025 | Rockstar acquired from PepsiCo for 390,000 Series B Preferred shares; captaincy and A&R distribution agreements signed | PepsiCo gains a second board seat |
| December 31, 2025 | Total assets $5,119.6 million, up from $1,766.9 million a year earlier | Balance sheet nearly triples |
| April 1, 2026 | Proxy record date. No PepsiCo common stock; no controlling holder | |
| August 28, 2031 | Earliest automatic conversion of PepsiCo's preferred | The first date PepsiCo could hold common stock |
What changed in the last 18 months
Re-checked in September 2026: Celsius's ownership picture is unchanged. There is still no controlling shareholder, PepsiCo's stake is still held as the convertible preferred stock from its $585 million August 2025 investment rather than common stock, and the Alani Nu acquisition that closed in April 2025 is now fully inside the company. No ownership change has been reported in the third quarter of 2026 (verified September 2026).
Celsius stopped being a single-brand company. Its proxy now describes a "Total Energy Portfolio" of CELSIUS, Alani Nu and Rockstar Energy, with full integration expected in the first half of 2026.
The financial effect: 2025 revenue of $2.5 billion, up 86%, roughly 20% US energy drink dollar share in tracked channels, and 22% portfolio retail sales growth. Total assets went from $1.77 billion to $5.12 billion in a year.
The governance effect: PepsiCo went from one board seat to two, and from one class of preferred to two. Meanwhile the Alani Nu sellers arrived as the largest common holders. The shareholder register looks completely different than it did in early 2025.
So who really owns Celsius?
Public shareholders, with no one in control. The largest common position is 8.97%, and the next three entries are one 8.74% block counted three ways.
The more useful answer is that Celsius is a public company with a strategic partner holding a senior, non-common, non-voting-as-common position plus two board seats plus the distribution network. If you only read the common stock table you will conclude PepsiCo has nothing to do with Celsius. If you only read the 2022 headlines you will conclude PepsiCo owns 8.5% of it. Both are wrong in opposite directions.
FAQ
Does PepsiCo own Celsius?
No. PepsiCo owns no Celsius common stock. It holds all of the Series A and Series B convertible preferred, has two board seats, and distributes the products.
What percentage of Celsius does PepsiCo own?
Zero percent of the common stock as of the April 2026 proxy. The preferred is not convertible until 2031, so there is no current common-stock percentage to quote.
Who owns Alani Nu?
Celsius Holdings, which acquired Alani Nutrition LLC on April 1, 2025. Its founders took Celsius stock and are now the company's largest shareholder block.
Does Celsius own Rockstar?
Yes, in the US and Canada, acquired from PepsiCo on August 28, 2025 and paid for in preferred stock.
Is Celsius owned by Monster or Coca-Cola?
No. Coca-Cola holds a large stake in Monster Beverage, which is a different company and a Celsius competitor. Neither owns Celsius.
Is Celsius profitable and independent?
It is an independent public company with no controlling shareholder. Its 2025 revenue was $2.5 billion.
What I'm watching next
Any conversion or redemption move before 2031. The dates are contractual but the parties can renegotiate, and an early conversion would put PepsiCo directly onto the common stock table.
The distribution agreement. It is the real dependency, and any change to it matters more to Celsius than a change in the share register would.
Whether the Alani Nu block stays. The founders hold 8.74% and their consulting agreements run to April 2027. What they do with the stock after that is the biggest single overhang on the register.
Sources
1. Form 10-K for fiscal year 2025, Celsius Holdings, Inc., filed March 2, 2026: SEC EDGAR filing. Establishes the Series A and Series B preferred terms and that all of it is held by PepsiCo, the statement that the preferred is not currently convertible, the 2031 and 2032 conversion dates, the $935.8 million non-cash consideration for the Rockstar transaction, the Alani Nu consideration of $1,275.0 million cash plus 22,451,224 shares plus a $25.0 million earnout, the $210.8 million of distributor termination reimbursements, and the balance sheet growth to $5,119.6 million.
2. DEF 14A Proxy Statement, Celsius Holdings, Inc., filed April 14, 2026: SEC EDGAR filing. Establishes the beneficial ownership table as of the April 1, 2026 record date on 256,896,075 shares outstanding, the absence of PepsiCo from that table, PepsiCo's two board seats, the 2025 revenue of $2.5 billion and 86% growth, the roughly 20% US energy drink dollar share, and the April and August 2025 acquisition dates for Alani Nu and Rockstar Energy.
3. SEC EDGAR filer record, Celsius Holdings, Inc., CIK 0001341766: EDGAR submissions index. Establishes the NASDAQ listing and the filing history relied on above.