DEF 14A of Celsius Holdings, Inc., Apr 14, 2026

DEF 14A of Celsius Holdings, Inc.

Filed Apr 14, 2026 · FY20250001193125-26-154918

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Governance and Nominating Committee of the Board of Directors recommended for nomination, and the Board of Directors nominated, the 10 directors identified in the table below for election at the Annual Meeting. Each nominee, if elected, will serve until the next annual meeting of stockholders and until a successor is named and qualified, or until his or her earlier resignation or removal. All of the nominees, other than Mr. Previn, are current members of the Board of Directors. Mr. Previn was recommended for nomination by a non-management director. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy may be voted for a substitute nominee in the discretion of the proxyholder(s).

  2. Nominees for Director

    Nominees for Director

  3. Nominees for Director

    | Name | Age | Position(s) with the Company | | John Fieldly | 46 | Chairman of the Board and Chief Executive Officer | | Nicholas Castaldo | 74 | Director | | Damon DeSantis | 62 | Director | | Christy Jacoby | 55 | Director | | Hal Kravitz | 68 | Lead Independent Director | | Caroline Levy | 63 | Director | | Cheryl Miller | 53 | Director | | Fletcher Previn | 52 | Director Nominee | | Joyce Russell | 65 | Director | | John Short | 53 | Director |

  4. Nominees for Director

    The Governance and Nominating Committee and the Board seek, and the Board is composed of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members and whom the Board believes best serve the interests of the Company and our stockholders. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that each such individual should serve as a current director and as a nominee for election as a member of our Board.

  5. Nominee Biographies

    Nominee Biographies John Fieldly has served as Chairman of the Board of Directors since August 2021, as Chief Executive Officer since April 2018 and as a member of the Board since March 2017. Mr. Fieldly also served as President of the Company until March 24, 2025. Mr. Fieldly joined the Company in January 2012 as its Chief Financial Officer and from March 2017 to March 2018 served as both Interim Chief Executive Officer and Chief Financial Officer. Prior to joining the Company, Mr. Fieldly held leadership roles at Oragenics, Inc., Lebhar-Friedman and Eckerd Drugs, Inc. Mr. Fieldly received a degree in accounting from the University of South Florida. Mr. Fieldly’s qualifications to serve on the Board and as Chief Executive Officer include his deep knowledge of the Company and the energy drink industry, as well as significant experience in accounting, finance and executive leadership.

  6. Nominee Biographies

    | | 2026 PROXY STATEMENT | 11 |

  7. Nominee Biographies

    Nicholas Castaldo has served as a director since March 2013. Mr. Castaldo’s career spans over 30 years in consumer businesses in the food and beverage industry with executive positions in public and private companies, multi-nationals and start-ups. He is a member of the Advisory Board of Frank Pepe Pizzeria, a regional casual dining restaurant concept. He is an Equity Partner of Lime Fresh Mexican Grill, a fast-casual Mexican restaurant chain where he served as the company’s Chief Marketing Officer for two years. Mr. Castaldo was an Equity Partner and member of the founding management team of Anthony’s Coal Fired Pizza, a casual dining restaurant chain, where he served as President, as Senior Vice-President and Chief Marketing Officer, and as a board member for 12 years. He also served for eight years as President of Pollo Tropical, a Miami-based fast casual restaurant chain. He has also held senior marketing positions at Denny’s, CitiCorp Savings and Burger King. Mr. Castaldo was a member of the faculty for 12 years at the H. Wayne Huizenga College of Business and Entrepreneurship at Nova Southeastern University, and currently serves on their Marketing Advisory Board. He earned his MBA from the Harvard Business School at Harvard University. Mr. Castaldo’s qualifications to serve on the Board include his significant experience in the food and beverage industry, as well as his executive leadership and management experience. Damon DeSantis has served as a director since August 2021. Since June 2022, Mr. DeSantis has also served as a member of the board of directors of Integrated BioPharma Inc. (Nasdaq: INBP), an established manufacturing and sales company engaging primarily in the manufacturing, distributing, marketing and sales of vitamins, nutritional supplements, and herbal products. His corporate business interests continue with ownership, direct investment, and board membership in a variety of private businesses in the hospitality, financial services, spirits and cannabis industries. Additionally, Mr. DeSantis is a principal of Arcus Capital Partners, an SEC-registered investment advisory firm. Previously, until 2001, Mr. DeSantis served as Chief Executive Officer and as a member of the board of directors of Rexall Sundown Nutritional Company, a former Nasdaq 100 company. Rexall Sundown was in the business of developing, manufacturing, packaging, marketing, and distributing nutritional products with over 2800 SKUs to wholesalers, distributors, and retailers in the United States and worldwide. He is the son of Carl DeSantis, who was formerly one of the principal stockholders of Celsius. Mr. DeSantis’ qualifications to serve on the Board include his wide array of business experience. Christy Jacoby joined Celsius’ Board of Directors in February 2026 and currently serves as Senior Vice President and Chief Financial Officer for PepsiCo North America Operations, where she oversees the financial strategy and performance of PepsiCo’s U.S. foods and beverages businesses. Since joining PepsiCo in 1997, Ms. Jacoby has held senior leadership roles across Financial Planning, Revenue Management, Strategy, Innovation, Supply Chain Finance and Go-To-Market Finance. She previously served as Senior Vice President and CFO of PepsiCo’s Global Capability Centers and earlier led PepsiCo Global Procurement Finance. Ms. Jacoby began her career in corporate banking and holds a Bachelor of Administration from the University of Notre Dame and an MBA from the University of Chicago. We believe that Ms. Jacoby’s extensive financial and operational experience makes her a valuable member of our Board. Hal Kravitz has served as a director since April 2016 and as the Lead Independent Director since July 2021. Since October 2023, Mr. Kravitz has served as an external advisor for the consumer products and retail services practice at Bain & Company, a global management consulting firm. Since July, 2022, Mr. Kravitz has served as a Strategic Business Advisor for the AI technology development company, MFMsoft. From November 2018 through November 2021, Mr. Kravitz served as President, Certified Management Group, a division of Advantage Solutions. From 2014 to 2018, Mr. Kravitz served as Chief Executive Officer of AQUAhydrate, Inc., a company engaged in the manufacture, distribution, and marketing of premium bottled water. In 2013, Mr. Kravitz helped form InterContinental Beverage Capital as a founding member, a New York-based merchant bank focused on advising and investing in the beverage and other consumer packaged goods industries. For over 30 years, Mr. Kravitz served as an executive officer and in other management positions in various units of the Coca-Cola Company and System, including as President of its acquired Glaceau Company, makers of Vitaminwater® and Smartwater® and as Chief Revenue Officer at Coca-Cola Enterprises. Mr. Kravitz received a degree in accounting from the University of Georgia where he stays involved with their Terry Business School’s Entrepreneurship program. Mr. Kravitz’s qualifications to serve on the Board include his extensive experience in the Beverage and CPG industries.

  8. Nominee Biographies

    | 12 | 2026 PROXY STATEMENT | |

  9. Nominee Biographies

    Caroline Levy has served as a director since July 2020. She is a seasoned consumer industry expert with over 35 years of experience as a Wall Street analyst, operator, and board director. Drawing on a distinguished career at leading institutions including Lehman Brothers and UBS, Caroline brings rare depth across consumer sectors—beverages, restaurants, household products, cosmetics, lodging, and cruise lines—to the boards and companies she serves. Through her firm, Caroline Levy Advisory Services (CLAS), she advises growth-stage and established companies on strategy, capital markets, governance, and value creation. Ms. Levy spent three decades as a top-ranked consumer analyst at firms including Lehman Brothers and UBS, earning a reputation for rigorous fundamental research and deep sector expertise. At UBS, she served as Chief Operating Officer of U.S. Research, Chair of the U.S. Investment Review Committee, and Head of the Consumer Research Group—roles that put her at the intersection of capital markets, corporate leadership, and institutional strategy. Her coverage universe spanned food & beverage, restaurants, household products, personal care, cosmetics, lodging, and cruise lines. Ms. Levy serves on the boards of directors of Athletic Brewing Company, the nation’s leading non-alcoholic craft beer brand, and Icelandic Water Holdings, a premium water brand with global distribution, and serves as a member of the advisory board of Happy Dad Hard Seltzer. She formerly served on the board of directors of Health-Ade Kombucha until its successful sale to Butterfly Equity in 2025. Ms. Levy holds degrees in economics and accounting from the University of Cape Town. Cheryl Miller has served as a director since August 2021. From January 2022 to October 2022, Ms. Miller served as Chief Financial Officer of West Marine, the nation’s leading omni-channel provider of products, services and expertise for the marine aftermarket. Prior to that, from April 2021 to December 2021, Ms. Miller served as an executive strategic advisor for JM Family Enterprises, a diversified automotive company, where she also served as Executive Vice President and Chief Financial Officer from January 2021 to April 2021. Ms. Miller has also previously served as President and Chief Executive Officer and held positions of Executive Vice President and Chief Financial Officer, Treasurer and Vice President of Investor Relations between 2010 and April 2020 with AutoNation Inc. (NYSE: AN), a publicly traded Fortune 150 automotive retailer. She also served on AutoNation Inc.’s board of directors from July 2019 to July 2020. In addition, since 2016, Ms. Miller has served on the board of directors of Tyson Foods, Inc. (NYSE: TSN), one of the world’s largest public food companies, where she is a member of the audit committee and chairperson of the nominating and governance committee. Ms. Miller also serves on the board of directors and audit and risk committees for Old Dominion Freight Line, a leading, less-than-truckload carrier and a component of the S&P 500. She holds a bachelor’s degree in finance and business administration from James Madison University and is also Directorship Certified® with the National Association of Corporate Directors. Ms. Miller’s qualifications to serve on the Board include her corporate finance experience in consumer-focused industries, including her experience as a corporate chief financial officer. Fletcher Previn is a seasoned technology executive with more than 20 years of experience driving digital and Artificial Intelligence (AI) transformation across large global enterprises. He has a reputation for building technology tools and infrastructure that advance productivity and prioritize the user experience. Since April 2021, Mr. Previn has served as the Chief Information Officer (CIO) at Cisco Systems, where he built an AI platform that transformed the company into an AI-operated enterprise. He also serves as the company’s executive sponsor for its partnerships with the CIA, National Security Agency (NSA), and the Defense Information Systems Agency (DISA). Mr. Previn spent 15 years at IBM prior to joining Cisco, serving as IBM’s Chief Information Officer where he led a global team of over 12,000 IT professionals, managing a budget of approximately $2 billion and a portfolio of 4500+ applications. His mission as IBM’s CIO was to provide secure, global IT, at scale for 350,000+ IBM employees worldwide. Mr. Previn and his team ran some of the world’s most mission-critical workloads, drove application modernization, Cloud adoption, and an AI-first approach to IT. Mr. Previn also led the Mac@IBM program – making it possible for the first time for IBMers to use Apple devices at work. He created a design-led approach to IT delivery, established a global agile program at IBM, created a culture of technical eminence, and transformed the tools and processes used by all IBMers every day. Prior to joining IBM, Mr. Previn managed the Enterprise Systems Group at Walmart.com, the e-commerce division of Wal-Mart Stores, Inc. where he was responsible for the internal systems and infrastructure that supported Walmart.com. While in college, Mr. Previn also worked as an intern at the David Letterman show, the Conan O’Brien show, and as a production assistant on several movies. Mr. Previn holds various IT certifications and is a graduate of Connecticut College with a double major in Political Science and German. Mr. Previn’s qualifications to serve on the Board include his extensive technological background and experience in the management of global organizations.

  10. Nominee Biographies

    | | 2026 PROXY STATEMENT | 13 |

  11. Nominee Biographies

    Joyce Russell has served as a director since August 2021. Since its formation in 2019, Ms. Russell has served as President of the Adecco Group U.S. Foundation, which is focused on up/re-skilling American workers and helping to ensure work equality for all. Ms. Russell previously served as President of Adecco Staffing U.S. from 2004 to 2018, an affiliate of the Swiss public company Adecco Group AG, a Fortune Global 500 company, and she brings over 37 years of experience specializing in human resource solutions. Ms. Russell is a member of Women Corporate Directors and the Committee of 200. She is also on the board of directors of the American Staffing Association and Dress for Success Worldwide. Ms. Russell has been a panelist at the World Economic Forum in Davos and a panelist at Fortune’s Most Powerful Women Summit. Ms. Russell holds a Bachelor of Arts degree in business and communications from Baylor University. Ms. Russell’s qualifications to serve on the Board include her extensive experience in human resources. John Short joined Celsius’ Board of Directors in February 2026 and currently serves as PepsiCo’s Senior Vice President of Strategic Partnerships & Franchise, where he leads PepsiCo Beverages North America Allied Beverage Partnerships, Beverage Mergers and Acquisition activity, and PepsiCo Independent Bottler relations. Mr. Short is a 32-year veteran of the beverage and consumer packaged goods industry, primarily with PepsiCo where he has held leadership roles since 1994 spanning frontline operations through senior executive management. During his career, he has held leadership positions across multiple PepsiCo operating units, including PepsiCo Beverages, Frito-Lay, and Quaker Foods, with experience encompassing commercial strategy, revenue growth management, customer and channel leadership, operations, mergers and acquisitions, strategic partnerships, and franchise bottling systems. We believe that Mr. Short’s extensive commercial, operating and category leadership experience makes him a valuable member of our Board. Other than the designation of Ms. Jacoby and Mr. Short by PepsiCo as members of our Board, there are no arrangements or understandings between any of our director nominees or executive officers or any other person pursuant to which any director or executive officer was or is to be selected as a director or executive officer.

  12. Family Relationships

    Family Relationships There are no family relationships among our executive officers or director nominees.

  13. Involvement in Certain Legal Proceedings

    Involvement in Certain Legal Proceedings During the past 10 years, none of our directors, executive officers, promoters, control persons, or nominees has been involved in any legal proceedings requiring disclosure under Item 401(f) of Regulation S-K. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE AS DIRECTORS.

  14. Involvement in Certain Legal Proceedings

    | 14 | 2026 PROXY STATEMENT | |

  15. INFORMATION ABOUT THE BOARD OF DIRECTORS, COMMITTEES AND

    INFORMATION ABOUT THE BOARD OF DIRECTORS, COMMITTEES AND

  16. Audit and Enterprise Risk Committee

    Ms. Miller is the current chairperson of our Audit and Enterprise Risk Committee and will stand for re-election as a director at the Annual Meeting.

  17. Human Resources and Compensation Committee

    | • | periodically reviews non-employee director compensation and benefits for service on the Board and Board committees in relation to other comparable companies and in light of such factors as the committee may deem appropriate, and makes recommendations to the Board regarding compensation for non-employee directors; |

  18. Human Resources and Compensation Committee

    | • | reviews and approves all of the Company’s material compensation-related policies (including, but not limited to, policies on the mandatory recovery of compensation with respect to claw backs, hedging and pledging); |

  19. Human Resources and Compensation Committee

    | • | reviews, makes recommendations with respect to, and annually monitors compliance with stock ownership guidelines; |

  20. Human Resources and Compensation Committee

    | | 2026 PROXY STATEMENT | 17 |

  21. Human Resources and Compensation Committee

    | • | periodically reviews reports from management regarding funding the Company’s pension, retirement, and other management welfare and benefit plans; |

  22. Human Resources and Compensation Committee

    | • | oversees the development of succession plans for the Chief Executive Officer and other executive officers, and reviews the Company’s succession planning process generally, as appropriate; |

  23. Human Resources and Compensation Committee

    | • | oversees and at least annually reviews the assessment and mitigation of risks associated with the Company’s compensation policies and practices; |

  24. Human Resources and Compensation Committee

    | • | reviews and discusses with management the Company’s Compensation Discussion and Analysis (“CD&A”) and, based on such review and discussion, recommends to the Board that the CD&A, if and when required, be included in the Company’s Annual Report on Form 10-K or Proxy Statement on Schedule 14A; |

  25. Human Resources and Compensation Committee

    | • | prepares an annual “Compensation Committee Report” for inclusion in the Company’s Annual Report on Form 10-K or Proxy Statement on Schedule 14A; and |

  26. Human Resources and Compensation Committee

    | • | annually reviews and assesses the adequacy of the Human Resources and Compensation Committee’s charter, structure, processes and membership requirements, and submits any recommended changes to the Board. |

  27. Human Resources and Compensation Committee

    Ms. Russell is the current chairperson of our Human Resources and Compensation Committee and will stand for re-election as a director at the Annual Meeting.

  28. Governance and Nominating Committee

    Governance and Nominating Committee The Governance and Nominating Committee considers and makes recommendations to the Board regarding matters relating to: (i) the identification and qualification of Board members and potential Board members; (ii) advising the Board with respect to the Board composition, procedures and committees; (iii) corporate governance principles applicable to the Company and other corporate governance matters, including any related corporate governance matters required by the federal securities laws; and (iv) the evaluation of the Board and the Company’s management, among other duties. Further, the Governance and Nominating Committee, among its other responsibilities:

  29. Governance and Nominating Committee

    | • | identifies, screens and recommends candidates for membership on the Board to fill vacancies and newly created directorships, consistent with the criteria recommended by the Governance and Nominating Committee and approved by the Board, both in connection with the annual meeting of stockholders and at other times when a vacancy or newly created directorship may exist, as well as considers director nominees proposed by stockholders; |

  30. Governance and Nominating Committee

    | • | helps ensure that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity deemed appropriate for the Board as a whole and contains at least the minimum number of independent directors required by SEC rules and Nasdaq listing standards; |

  31. Governance and Nominating Committee

    | • | reviews the suitability for continued service as a director of each member of the Board when his or her term expires or when he or she has a significant change in status; |

  32. Governance and Nominating Committee

    | • | periodically reviews and makes recommendations to the Board concerning the size, structure, composition, and procedures of the Board and Board committees; |

  33. Governance and Nominating Committee

    | • | at least annually reviews and assesses the independence of each director in accordance with the guidelines established by the Board, applicable Nasdaq listing standards and SEC rules, and makes recommendations to the Board regarding the independence of each director; |

  34. Governance and Nominating Committee

    | • | considers matters of corporate governance and periodically reviews the Company’s corporate governance policies and recommends to the Board modifications to the policies as appropriate; |

  35. Governance and Nominating Committee

    | • | provides oversight of the Company’s response to stockholder proposals submitted to the Company for consideration at the Company’s annual meeting of stockholders and makes recommendations to the Board regarding the Board’s recommendation with respect to how stockholders should vote on any stockholder proposal that appears in the Company’s proxy statement; |

  36. Governance and Nominating Committee

    | • | annually reviews and reassesses the adequacy of the Governance and Nominating Committee’s charter, structure, processes and membership requirements, and submits any recommended changes to the Board; and |

  37. Governance and Nominating Committee

    | 18 | 2026 PROXY STATEMENT | |

  38. Governance and Nominating Committee

    | • | oversees the annual self-evaluation of the Board and the committees of the Board and performs a self-evaluation of the Governance and Nominating Committee. |

  39. Governance and Nominating Committee

    Mr. DeSantis is the current chairperson of our Governance and Nominating Committee and will stand for re-election as a director at the Annual Meeting.

  40. Consideration of Director Nominees

    Consideration of Director Nominees We seek directors with the highest standards of ethics and integrity, sound business judgment, and a willingness to make a strong commitment to the Company and its success. The Governance and Nominating Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, considering both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Governance and Nominating Committee. The Governance and Nominating Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating Board composition and nominations, and they seek to include directors with a diversity of experience, professions, viewpoints, skills and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending director nominees who can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Governance and Nominating Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees.

  41. Consideration of Director Nominees

    | | 2026 PROXY STATEMENT | 21 |

  42. Consideration of Director Nominees

    The Governance and Nominating Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the Company, or third parties. See “General Information About the Annual Meeting - When are stockholder proposals due for next year’s annual meeting?” for the procedures to be followed by stockholders to submit nominations for director candidates. As set forth in the Company’s Corporate Governance Principles, the general criteria for the nomination of director candidates as currently established by the Governance and Nominating Committee include, among other things:

  43. Consideration of Director Nominees

    | • | A reputation for and commitment to integrity, honesty and the highest ethical standards. |

  44. Consideration of Director Nominees

    | • | Demonstrated business acumen, experience and ability to exercise sound judgments in challenging matters that relate to the current and long-term objectives of the Company and willingness and ability to work collaboratively and contribute positively to the decision-making process of the Board and the Company. |

  45. Consideration of Director Nominees

    | • | A commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees and to attend the annual meeting of stockholders. |

  46. Consideration of Director Nominees

    | • | Interest in and ability to understand the sometimes conflicting interests of the various stakeholders of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public and to act in the best interests of all stockholders. |

  47. Consideration of Director Nominees

    | • | No conflict of interest, nor the appearance of a conflict of interest, that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. |

  48. Consideration of Director Nominees

    | • | Individual directors should provide the Board with a range of diverse backgrounds, perspectives, experiences and knowledge commensurate with and responsive to the Company’s needs and the interests and priorities of the Company’s various stakeholders. |

  49. Consideration of Director Nominees

    We do not view the renomination of existing directors as automatic. Instead, we believe that renomination must be based on continuing qualification under the criteria set forth above. In addition, the Governance and Nominating Committee considers each current director’s performance on the Board, and any committee on which such director serves, which may include consideration of the extent to which such director undertook continuing director education. The backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge, and abilities that shall assist the Board in fulfilling its responsibilities.

  50. 2025 Executive Compensation Highlights

    | ❖ | Maintained stability for incentive design structure to maintain focus on key drivers of long-term value |

  51. 2025 Executive Compensation Highlights

    For 2025, we did not make any major adjustments to our incentive design structure. The Company’s annual bonus plan continued to use revenue, gross margin, and adjusted EBITDA as its financial metrics, maintaining a maximum payout of 150% of target. The LTI plan continues to be a mix of performance stock units (“PSUs”), which vest based on predetermined cumulative revenue and relative TSR goals, and restricted stock units (“RSUs”), which are time vested and generally subject to the recipient’s continued employment.

  52. 2025 Executive Compensation Highlights

    | ❖ | Achieved maximum financial performance for the annual bonus plan |

  53. 2025 Executive Compensation Highlights

    Driven by its executive leadership team, the Company delivered strong financial performance, including continued momentum following the Alani Nu acquisition. As a result, the financial performance component of the 2025 annual bonus plan achieved a maximum payout factor of approximately 150% of target.

  54. Compensation Philosophy and Best Practices

    | Attract and retain highly qualified and experienced executives | • Peer group and compensation survey data is used to help ensure compensation is market-competitive. • A majority of incentive compensation is paid only if an executive continues to perform services for the Company over multi-year periods. | | Motivate executives to achieve strategic goals | • Annual incentive bonus is tied to short-term financial objectives and individual measures related to the achievement of strategic objectives. • Awards under our long-term performance plan adopted in 2024 tied to long-term revenue growth and stock price improvement • Following the Alani Nu and Rockstar Energy acquisitions in 2025, we issued performance-based awards that vest only upon completion of critical milestones. | | Encourage and reward delivery of stockholder value | • Long-term incentives are in the form of RSUs and PSUs. • Annual equity awards under our long-term performance plan are measured over three years and require sustained performance. |

  55. Pay for Performance

    Pay for Performance We strive to ensure that there is long-term alignment between NEO pay and Company performance, and we monitor NEO pay as it relates to our performance to ensure this alignment. We believe that a significant portion of our NEOs’ total compensation should be variable and “at risk,” meaning that its payment or vesting is based upon the achievement of predefined financial and performance metrics, and actual compensation will increase or decrease based on the performance of our stock and other financial metrics. We also believe that equity, rather than cash, compensation should comprise a larger component of our variable pay to provide alignment with our stockholders and encourage retention through multi-year vesting. We believe that placing a significant portion of executive pay at risk motivates our executives to achieve performance goals and create value for our stockholders. The annual incentive bonus rewards are earned by our NEOs for the achievement of short-term performance goals. The amount paid is tied to the level of performance achieved, with higher payout levels reflecting superior performance. Long-term equity awards reward our executives for achieving long-term performance goals and increasing stockholder value. As reflected in the charts that follow, 83% of our CEO’s target total 2025 compensation was variable or “at risk,” and an average of 67% of our other NEOs’ target total 2025 compensation was variable or “at risk.”

  56. Role of Compensation Consultant

    Role of Compensation Consultant For 2025, the Compensation Committee engaged Farient to provide independent advice with respect to executive and director compensation and corporate governance matters related to executive compensation. The Compensation Committee relies on Farient’s expertise in benchmarking and familiarity with competitive compensation practices. In addition, the Compensation Committee regularly requests advice from Farient concerning the design, communication, and implementation of our incentive compensation plans and other programs. The services provided by Farient to the Compensation Committee in 2025 included:

  57. Role of Compensation Consultant

    | • | Reviewing Celsius’ business strategy, performance, and talent requirements as a context for assessing its executive pay strategy and program design; |

  58. Role of Compensation Consultant

    | • | Analyzing and providing recommendations on key compensation strategy issues, including Celsius’ compensation peer group, equity usage, and compensation risk profile; |

  59. Role of Compensation Consultant

    | • | Benchmarking Celsius’ total compensation levels, program design, and key policies for executives and the Board of Directors; |

  60. Role of Compensation Consultant

    | • | Reviewing recommended changes to the short-term and long-term incentive plan designs, including measures, weighting, and leverage; |

  61. Role of Compensation Consultant

    | 32 | 2026 PROXY STATEMENT | |

  62. Role of Compensation Consultant

    | • | Reviewing key compensation policies and informing the Compensation Committee of regulatory developments; |

  63. Role of Compensation Consultant

    | • | Drafting the Compensation Discussion & Analysis (CD&A) for the Compensation Committee; and |

  64. Role of Compensation Consultant

    | • | Reviewing management proposals, including management-recommended pay actions. |

  65. Role of Compensation Consultant

    Other than the services provided to the Committee, Farient did not provide any other services to the Company. The Committee has considered and assessed all relevant factors that could give rise to a potential conflict of interest with respect to the work performed by Farient. Based on this review, the Committee has determined that Farient is independent of the Company and its management.

  66. Role of Peer Group and Survey Data

    Role of Peer Group and Survey Data The Compensation Committee uses competitive benchmarking data to evaluate compensation practices and develop compensation recommendations for each NEO. Executive compensation, compensation plan design and director compensation of the peer companies is used as a basis to determine whether the compensation levels and practices of the Company are in line with the market for talent. The peer group used for 2025 target pay decisions, developed with the assistance of Farient, was selected based on companies that reflect the Company’s industry, business focus and size. Additionally, a reference peer group of direct competitors in the energy drinks space was maintained to help inform incentive plan design, but was not used to benchmark compensation pay levels.

  67. Peer Group Used for 2025 Target Pay Decisions

    Peer Group Used for 2025 Target Pay Decisions

  68. Peer Group Used for 2025 Target Pay Decisions

    | Peer Company | 2024 Revenue(1) | Market Cap(1)(2) | | Flowers Foods | $5,103 | $2,090 | | Brown-Forman | $4,178 | $13,368 | | TreeHouse Foods(3) | $3,354 | n/a | | WK Kellogg Co(4) | $2,708 | n/a | | Cal-Maine Foods | $2,326 | $4,151 | | Boston Beer | $2,013 | $2,317 | | BellRing Brands | $1,996 | $2,157 | | Marzetti | $1,872 | $4,507 | | Hain Celestial | $1,736 | $73 | | J&J Snack Foods | $1,575 | $1,655 | | Utz Brands | $1,409 | $822 | | Simply Good Foods | $1,331 | $1,579 | | e.l.f. Beauty | $1,024 | $5,436 | | Freshpet | $975 | $4,143 | | Westrock Coffee | $851 | $428 | | SunOpta | $724 | $767 | | Vital Farms | $606 | $945 | | Vita Coco | $516 | $3,314 | | 75th Percentile | $2,248 | $4,145 | | Median | $1,656 | $2,123 | | 25th Percentile | $987 | $914 | | Celsius | $1,356 | $13,773 |

  69. Peer Group Used for 2025 Target Pay Decisions

    | | 2026 PROXY STATEMENT | 33 |

  70. Peer Group Used for 2025 Target Pay Decisions

    | Reference Peers | 2024 Revenue(1) | Market Cap(1)(2) | | PepsiCo | $91,854 | $231,975 | | Coca-Cola | $47,061 | $350,767 | | Keurig Dr Pepper | $15,351 | $41,140 | | Monster Beverage | $7,493 | $83,446 | | Primo Brands | $5,153 | $8,240 | | National Beverage | $1,192 | $3,404 | | Zevia PBC | $155 | $90 |

  71. Peer Group Used for 2025 Target Pay Decisions

    | (1) In millions |

  72. Peer Group Used for 2025 Target Pay Decisions

    | (2) Market Cap as of February 27, 2026 |

  73. Peer Group Used for 2025 Target Pay Decisions

    | (3) TreeHouse foods was acquired by InvestIndustrial in February 2026 |

  74. Peer Group Used for 2025 Target Pay Decisions

    | (4) WK Kellogg was acquired by the Ferrero Group in September 2025 |

  75. Peer Group Used for 2025 Target Pay Decisions

    In May 2025, as part of the annual review process, the Compensation Committee approved a new peer group that is more reflective of our growing size. The Committee used this peer group to re-assess the NEOs’ 2025 and 2026 compensation following the Alani Nu acquisition (using primary peers only) and to benchmark incentive plan design (primary and reference peers) for 2026.

  76. Peer Group Used for May 2025 Pay Review and 2026 Target Pay

    Peer Group Used for May 2025 Pay Review and 2026 Target Pay

  77. Peer Group Used for May 2025 Pay Review and 2026 Target Pay

    | Primary Peers | 2025 Revenue(1) | Market Cap(1)(2) | | Monster Beverage | $8,294 | $83,446 | | Flowers Foods | $5,256 | $2,090 | | Primo Brands | $6,664 | $8,240 | | Cal-Maine Foods | $4,262 | $4,151 | | Brown-Forman | $3,975 | $13,368 | | TreeHouse Foods(3) | $3,354 | n/a | | WK Kellogg(4) | $2,708 | n/a | | BellRing Brands | $2,317 | $2,157 | | Boston Beer | $1,965 | $2,317 | | Marzetti | $1,909 | $4,507 | | J&J Snack Foods | $1,583 | $1,655 | | Simply Good Foods | $1,451 | $1,579 | | Utz Brands | $1,439 | $822 | | e.l.f. Beauty | $1,314 | $5,436 | | Freshpet | $1,102 | $4,143 | | Westrock Coffee | $851 | $428 | | Vital Farms | $759 | $945 | | SunOpta | $724 | $767 | | Vita Coco | $610 | $3,314 | | 75th Percentile | $3,665 | $4,507 | | Median | $1,909 | $2,317 | | 25th Percentile | $1,208 | $1,579 | | Celsius | $2,515 | $13,773 |

  78. Peer Group Used for May 2025 Pay Review and 2026 Target Pay

    | Reference Peers | 2025 Revenue(1) | Market Cap(1)(2) | | PepsiCo | $93,925 | $231,975 | | Coca-Cola | $47,941 | $350,767 | | Keurig Dr Pepper | $16,603 | $41,140 | | National Beverage | $1,201 | $3,404 |

  79. Peer Group Used for May 2025 Pay Review and 2026 Target Pay

    | (1) In millions |

  80. Peer Group Used for May 2025 Pay Review and 2026 Target Pay

    | (2) Market Cap as of February 27, 2026 |

  81. Peer Group Used for May 2025 Pay Review and 2026 Target Pay

    | (3) TreeHouse foods was acquired by InvestIndustrial in February 2026 |

  82. Peer Group Used for May 2025 Pay Review and 2026 Target Pay

    | (4) WK Kellogg was acquired by the Ferrero Group in September 2025 |

  83. Peer Group Used for May 2025 Pay Review and 2026 Target Pay

    | 34 | 2026 PROXY STATEMENT | |

  84. Elements of Compensation

    | Base Salary | Purpose: Attract and Retain Key Executives. • Provides a fixed level of compensation for performing essential job functions. • Amount of base salary reflects each NEO’s level of responsibility, leadership, tenure, qualifications and the competitive marketplace for executive talent in our industry. • Reviewed annually and adjusted, if appropriate. | | Annual Cash Incentives | Purpose: Attract and Retain Key Executives / Motivate Executives to Achieve Strategic Goals. • Motivates NEOs to achieve our short-term business objectives while providing flexibility to respond to opportunities and market conditions. • Includes a combination of financial performance metrics and organization/individual performance metrics. • Financial goals are tied to our internal budgets and individual performance metrics are tied to key business objectives. • Awards are capped at 150% of target for individual performance; beginning in 2026, the financial component of the annual bonus plan will be capped at 200% of target to align with market practice. | | Long-Term Incentives | Purpose: Attract and Retain Key Executives / Motivate Executives to Achieve Strategic Goals. • Beginning in 2024, awards comprise a mix of RSUs and PSUs. • RSUs vest based on time, 1/3 on each anniversary of the date of grant. • PSUs vest based on the achievement of 3-year revenue, relative TSR, and share price goals. • Motivates NEOs to achieve our long-term business objectives by tying value of incentives to tangible financial goals and to driving long-term stockholder value. |

  85. Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

    Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

  86. Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

    | ($000s) | Title | 2025(1) | | | | | 2024 | % Change 2025 vs. 2024 | | NEO | | Salary | Target Bonus % | Target STC | Target LTI | Target TDC | Target TDC | | | John Fieldly | CEO | $1,064 | 120% | $2,341 | $3,750 | $6,091 | $5,745 | 6% | | Eric Hanson(2) | President and COO | $770 | 60% | $1,232 | $1,150 | $2,382 | n/a | n/a | | Jarrod Langhans | CFO | $630 | 60% | $1,008 | $1,150 | $2,158 | $2,000 | 8% | | Tony Guilfoyle | Chief Customer Officer(3) | $575 | 50% | $863 | $675 | $1,538 | $1,388 | 11% | | Richard Mattessich | Chief Legal Officer | $480 | 50% | $720 | $675 | $1,395 | $1,210 | 15% |

  87. Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

    | (1) Reflects salaries and target bonus % effective June 1, 2025 |

  88. Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

    | (2) Mr. Hanson joined the Company in March 2025 |

  89. Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

    | (3) Mr. Guilfoyle had served as Chief Commercial Officer until February 10, 2026 |

  90. Annual Incentive Plan

    Annual Incentive Plan Our annual cash incentives are designed to reward employees for financial, operational, and individual performance that focus our organization on meeting or exceeding performance goals and driving stockholder value. The plans provide employees, including our NEOs, with the opportunity to earn cash awards based on the degree to which the Company achieves predetermined performance measures for the year. The elements used to determine awards may include:

  91. Annual Incentive Plan

    | • | A cash bonus incentive opportunity (expressed as a percentage of base salary); |

  92. Annual Incentive Plan

    | • | Financial targets; |

  93. Annual Incentive Plan

    | • | Organizational and individual performance goals; and |

  94. Annual Incentive Plan

    | 36 | 2026 PROXY STATEMENT | |

  95. Annual Incentive Plan

    | • | A range of performance objectives (threshold, target, and maximum) for each performance measure. |

  96. Annual Incentive Plan

    | ❖ | NEO Incentive Opportunities |

  97. Annual Incentive Plan

    The target annual cash incentive for each of our NEOs is set forth below, as a percent of base salary, as well as the proportion of their annual cash incentives that will be based on the achievement of financial goals and individual goals. The target annual cash incentives were increased during 2025 to recognize each NEO’s expanded scope of responsibility following the Alani Nu acquisition.

  98. Annual Incentive Plan

    | NEO | Target (% of Base Salary) | Financial Goal Weighting | Indiv. Goal Weighting | | Fieldly | 120% | 75% | 25% | | Hanson | 60% | 75% | 25% | | Langhans | 60% | 75% | 25% | | Guilfoyle | 50% | 75% | 25% | | Mattessich | 50% | 75% | 25% |

  99. Annual Incentive Plan

    | ❖ | Financial Performance Targets |

  100. Annual Incentive Plan

    Financial performance targets make up 75% of the potential annual incentive opportunity for our executive officers. Performance targets and goals are meant to focus the eligible NEOs on the key elements of our strategic and annual financial plan and are based on the Board-approved annual financial plan for the Company. We select financial metrics that broadly measure Company performance and are tied to stockholder value, so as not to encourage undue risk taking. Each performance goal is given a threshold, target, and stretch performance level. Payout is based on year-end actual performance measured against target performance, and weighting of each performance metric. Performance above stretch is capped at a maximum award of 150% of target. If actual performance is between any two points, payouts are determined using straight-line interpolation. If performance falls below 80% of our target, there will be no payout for that metric.

  101. Annual Incentive Plan

    | Target % Achieved | Payout % | | > 116% | 150% | | 100% | 100% | | 80% | 50% | | < 80% | 0% |

  102. Annual Incentive Plan

    The Compensation Committee determines the extent to which the year’s performance goals have been achieved and the corresponding payout, which is finalized following receipt of the Company’s audited financial statements for the applicable year then-ended. The Compensation Committee has discretion to adjust the level of payout with respect to any financial performance target based on its assessment of circumstances relating to the Company’s business. The Compensation Committee did not adjust any of the final results for 2025 performance. For 2025, we continued to use the same financial performance metrics and weightings as we used in 2024. Weightings represent the portion of the total target annual cash incentive that will be paid out based on that performance metric.

  103. Annual Incentive Plan

    | Financial Metric | Weighting | | Revenue | 25% | | Gross Profit | 25% | | Adjusted EBITDA | 25% |

  104. Annual Incentive Plan

    The financial metrics above are defined as:

  105. Annual Incentive Plan

    | • | Revenue: Based on GAAP revenue recognition standards as reported in the Company’s audited financial statements filed with its Annual Report on Form 10-K. |

  106. Annual Incentive Plan

    | • | Gross Profit: Based on GAAP reported revenue less reported cost of goods as reported in the Company’s audited financial statements filed with its Annual Report on Form 10-K. |

  107. Annual Incentive Plan

    | | 2026 PROXY STATEMENT | 37 |

  108. Annual Incentive Plan

    | • | Adjusted EBITDA: Based on non-GAAP Adjusted EBITDA as reported in our earnings press releases. For additional information with respect to how we calculate Adjusted EBITDA, please see Annex A to this proxy statement. |

  109. Annual Incentive Plan

    | ❖ | Non-Financial Individual Performance Ratings |

  110. Annual Incentive Plan

    In addition to the financial performance targets, 25% of the annual cash incentives paid to our NEOs reflect individual performance ratings that relate to our performance in certain strategic organizational categories. The Compensation Committee subjectively rates this performance on a scale of 0-5 based on our overall performance with respect to our strategic plan relating to the given category, as well as the individual performance of the particular NEO in that category. The payout for performance between points is determined using straight-line interpolation.

  111. Annual Incentive Plan

    | Performance Rating | Payout % | | 5 | 150% | | 3 | 100% | | 0 | 0% |

  112. Annual Incentive Plan

    | ❖ | 2025 Annual Incentive Payouts |

  113. Annual Incentive Plan

    At the end of the year, the Committee assessed Celsius’ financial performance versus the financial goals for 2025 and approved a total financial payout of 150% of target, as shown below (dollars in millions):

  114. Annual Incentive Plan

    | Financial Metric(1) | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual Result(2) | Payout % | | Revenue | 25% | $1,702 | $2,127 | $2,467 | $2,460 | 149% | | Gross Profit | 25% | $811 | $1,014 | $1,176 | $1,247 | 150% | | Adjusted EBITDA | 25% | $336 | $420 | $487 | $655 | 150% | | Total Financial Weighting/Payout | 75% | | | | | 150% |

  115. Annual Incentive Plan

    | (1) The Committee approved an increase to the 2025 financial goals in May 2025 to reflect the impact of the Alani Nu acquisition |

  116. Annual Incentive Plan

    | (2) Goals and results exclude Rockstar Energy |

  117. Annual Incentive Plan

    In addition, 25% of the overall payout was determined by measuring individual performance, as described above. The individual achievement in 2025 and individual performance factors are described below:

  118. Annual Incentive Plan

    | ❖ | 2025 Individual Achievements for John Fieldly: 145% payout (percentage of target) |

  119. Annual Incentive Plan

    | • | Developed and implemented a succession plan for deeper management levels |

  120. Annual Incentive Plan

    | • | Built a three-year strategic plan to achieve U.S. and global profitability |

  121. Annual Incentive Plan

    | • | Continued to execute the strategy on margin improvement |

  122. Annual Incentive Plan

    | • | Successfully executed the Alani Nu transaction |

  123. Annual Incentive Plan

    | • | Continued to manage the PepsiCo partnership |

  124. Annual Incentive Plan

    | ❖ | 2025 Individual Achievements for Eric Hanson: 130% payout (percentage of target) |

  125. Annual Incentive Plan

    | • | Integrated Alani Nu within the Celsius organization |

  126. Annual Incentive Plan

    | • | Continued to improve Celsius’ brand equity while maintaining Alani Nu’s momentum |

  127. Annual Incentive Plan

    | • | Transitioned Alani Nu into the PepsiCo network |

  128. Annual Incentive Plan

    | • | Enhanced SKU management and commercial planning efforts |

  129. Annual Incentive Plan

    | • | Developed and implemented a structured international growth strategy |

  130. Annual Incentive Plan

    | ❖ | 2025 Individual Achievements for Jarrod Langhans: 140% payout (percentage of target) |

  131. Annual Incentive Plan

    | • | Secured and established the debt structure for the Alani Nu acquisition |

  132. Annual Incentive Plan

    | • | Continued to strengthen internal controls |

  133. Annual Incentive Plan

    | • | Improved monthly reporting for FP&A matters |

  134. Annual Incentive Plan

    | 38 | 2026 PROXY STATEMENT | |

  135. Annual Incentive Plan

    | • | Implemented savings programs to improve G&A spend |

  136. Annual Incentive Plan

    | • | Successfully integrated Big Beverage Contract Manufacturing L.L.C. |

  137. Annual Incentive Plan

    | ❖ | 2025 Individual Achievements for Tony Guilfoyle: 135% payout (percentage of target) |

  138. Annual Incentive Plan

    | • | Delivered a successful LTO program |

  139. Annual Incentive Plan

    | • | Met 2025 cooler placement targets |

  140. Annual Incentive Plan

    | • | Maintained discipline with distributor alignment, performance and compliance |

  141. Annual Incentive Plan

    | • | Optimized execution in key retail accounts |

  142. Annual Incentive Plan

    | • | Instituted pricing strategy compliance across regions |

  143. Annual Incentive Plan

    | ❖ | 2025 Individual Achievements for Richard Mattessich: 145% payout (percentage of target) |

  144. Annual Incentive Plan

    | • | Developed and implemented a platform to improve compliance and reduce manual workload |

  145. Annual Incentive Plan

    | • | Successfully led the acquisition of the Alani Nu business |

  146. Annual Incentive Plan

    | • | Improved and enhanced legal safeguards to reduce regulatory and compliance risks |

  147. Annual Incentive Plan

    | • | Improved protection of proprietary assets and IP |

  148. Annual Incentive Plan

    The following summarizes 2025 annual cash incentive payouts to our NEOs based on the achievement of the financial performance metrics and the non-financial organizational and individual goals:

  149. Annual Incentive Plan

    | NEO | Total % of Target Achieved | Actual Award Amount | | Fieldly | 149% | $1,899,240 | | Hanson | 145% | $669,900 | | Langhans | 148% | $557,550 | | Guilfoyle | 146% | $420,469 | | Mattessich | 149% | $357,000 |

  150. Annual Incentive Plan

    The Company paid the 2025 annual cash incentives on March 9, 2026. The payouts are reflected as 2025 compensation in the Summary Compensation Table of this proxy statement in the column labeled “Non-Equity Incentive Plan Compensation.”

  151. Long-Term Incentives

    Long-Term Incentives The Compensation Committee granted long-term incentive awards to our eligible NEOs and to a broader group of employees under our 2015 Stock Incentive Plan, as amended (the “Amended 2015 Stock Incentive Plan”) to align the interests of our management team with the interests of our stockholders and to create substantial incentives for the team to achieve our long-term goals. These awards enable us to provide competitive compensation to help in the recruitment of executives and employees and, through vesting provisions, also help to promote the retention and long-term service of executives and key employees. At the 2025 Annual Meeting, stockholders approved the 2025 Omnibus Incentive Compensation Plan. LTIs granted before the 2025 Annual Meeting were granted under the Amended 2015 Stock Incentive Plan while grants after the 2025 Annual Meeting were granted under the 2025 Omnibus Incentive Compensation Plan. Outstanding awards granted under the Amended 2015 Stock Incentive Plan remain outstanding in accordance with their terms, but no further awards may be granted under such plan. We grant a mix of PSUs and RSUs to our NEOs to recognize the Company’s growth and to enhance stockholder alignment by providing management with the upside opportunity afforded by outperformance and below target vesting for underperformance. Upon vesting, each share is settled by delivering to the holder one share of common stock. The performance period for the 2025 PSU awards began January 1, 2025 and ends December 31, 2027.

  152. Long-Term Incentives

    | Vehicle | Weighting | Vesting Criteria | Vesting Horizon | | PSU | • CEO and COO: 50% • NEOs: 30% | • 3-Year Cumulative Revenue: 50% • 3-Year Relative TSR: 50% | Three-year cliff | | RSU | • CEO and COO: 50% • NEOs: 70% | • Service-based | One-third per year over three years |

  153. Long-Term Incentives

    | | 2026 PROXY STATEMENT | 39 |

  154. Long-Term Incentives

    The Compensation Committee approves equity values for target awards with the actual number of shares granted determined on the basis of the closing stock price immediately prior to the grant. The approved value of the LTI awards granted in 2025 as part of the annual equity grant, as well as the number of shares granted to each NEO, are set forth below.

  155. Long-Term Incentives

    | NEO | Target Value of LTI Award | # of RSUs | # of PSUs | | Fieldly | $3,750,000 | 72,985 | 72,985 | | Hanson | $1,150,000 | 15,179 | 15,178 | | Langhans | $1,150,000 | 31,335 | 13,428 | | Guilfoyle | $675,000 | 18,392 | 7,882 | | Mattessich | $675,000 | 18,392 | 7,882 |

  156. Long-Term Incentives

    | ❖ | New Hire Equity |

  157. Long-Term Incentives

    In addition to the above amounts, Mr. Hanson received a one-time award of 31,678 RSUs with a target value of $1,200,000 in connection with the commencement of his employment effective March 24, 2025. This award was granted as a replacement for the value of equity awards that Mr. Hanson forfeited upon his separation from his prior employer.

  158. Long-Term Incentives

    | ❖ | 2025 Special Leadership Stock Award |

  159. Long-Term Incentives

    The Committee also discussed and subsequently approved a special PSU award granted in November 2025 to certain key executives. Following strong performance and execution following our acquisitions of Alani Nu and Rockstar Energy, the Committee determined that a targeted, performance-based equity award was appropriate to recognize the successful integration and value creation associated with the transactions, while reinforcing long-term retention and alignment with stockholder interests. The performance awards vest over one- and two-year periods based upon the achievement of targets as detailed below:

  160. Long-Term Incentives

    | Portion of Award | Vesting Provisions | Status | | 33% | • Earned upon transitioning 65% of DSD distribution to PepsiCo based on volume | Vested December 1, 2025 | | 33% | • Earned upon transitioning 80% of DSD distribution to PepsiCo based on volume | Vesting determination date: December 1, 2026 | | 33% | • Earned upon Alani Nu and Celsius achieving 90% ACV per Circana MULO+C, provided the Company maintains a certain minimum dollar share of the LRB Energy category | Vesting determination date: December 1, 2027 |

  161. Long-Term Incentives

    Special Leadership Stock Award values by executive are as follows:

  162. Long-Term Incentives

    | NEO | Value of Special Award | #of PSUs | | Fieldly | $2,500,000 | 55,666 | | Hanson | $1,500,000 | 33,400 | | Langhans | $1,500,000 | 33,400 | | Guilfoyle | $1,500,000 | 33,400 | | Mattessich | $1,500,000 | 33,400 |

  163. Long-Term Incentives

    | 40 | 2026 PROXY STATEMENT | |

  164. Employment Agreements and Severance Benefits

    Employment Agreements and Severance Benefits Messrs. Fieldly and Langhans are each party to an employment agreement with the Company. We believe that having employment agreements with Messrs. Fieldly and Langhans is beneficial to us because it provides retentive value and subjects each of Messrs. Fieldly and Langhans to restrictive covenants. The employment agreements provide for benefits on certain terminations of employment. The terms of the employment agreements with Mr. Fieldly and Mr. Langhans are described beginning on page 48 of this proxy statement. There are no other employment agreements with our NEOs, but each of Messrs. Hanson, Guilfoyle, and Mattessich are parties to offer letters with the Company. These offer letters set forth basic parameters of employment as of the date of hire, such as base salary, bonus eligibility, equity grant arrangements, and certain benefits. Current arrangements with each such individual are set forth in the discussion of Executive Compensation. Additionally, we maintain an executive severance and change-in-control policy to encourage executives to focus on decision-making that is in the best interests of our stockholders without concern for job security or their personal financial situations. We periodically review this policy in light of changing market practices and make changes, as appropriate, to ensure that the policy continues to meet these objectives.

  165. Stock Ownership Policy

    | • | Shares acquired upon stock option exercises; and |

  166. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation of the NEOs for services to the Company during the years ended December 31, 2023, 2024, and 2025.

  167. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | Name and Principal Position | Year | Salary | Bonus | Restricted Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | John Fieldly | 2025 | $1,016,500 | - | $6,648,396 | - | $1,899,240 | $43,479 | $9,607,616 | | Chairman and Chief Executive Officer | 2024 | $950,000 | - | $4,466,303 | - | $459,800 | $21,393 | $5,897,496 | | | 2023 | $650,000 | - | $1,649,970 | - | $958,750 | $1,793 | $3,260,513 | | Eric Hanson | 2025 | $740,833 | - | $4,037,556 | - | $669,900 | $47,532 | $5,495,821 | | President and Chief Operating Officer | | | | | | | | | | Jarrod Langhans | 2025 | $617,500 | - | $2,723,272 | - | $557,550 | $33,454 | $3,931,776 | | Chief Financial Officer | 2024 | $500,000 | - | $1,420,386 | - | $97,500 | $22,263 | $2,040,149 | | | 2023 | $400,000 | - | $999,928 | - | $285,000 | $216 | $1,685,144 | | Tony Guilfoyle | 2025 | $550,000 | - | $2,218,009 | - | $420,469 | $11,973 | $3,200,450 | | Chief Customer Officer(1) | 2024 | $440,000 | - | $852,285 | - | $79,200 | $13,700 | $1,385,185 | | | 2023 | $397,756 | - | $599,999 | - | $270,000 | $5,698 | $1,273,453 | | Richard Mattessich | 2025 | $458,750 | - | $2,218,009 | - | $357,000 | $30,195 | $3,063,954 | | Chief Legal Officer | 2024 | $353,600 | - | $852,285 | - | $47,736 | $16,703 | $1,270,324 |

  168. Summary Compensation Table

    | (1) Mr. Guilfoyle had served as Chief Commercial Officer until February 10, 2026. |

  169. Summary Compensation Table

    | (2) These amounts represent the aggregate grant date fair value of awards (RSUs and revenue-based PSUs) and Monte Carlo value of awards (relative TSR- and stock price achievement-based PSUs) granted in 2025, 2024 and 2023, calculated in accordance with Financial Accounting Standards Board Account Standards Codification Topic 718 (“FASB ASC Topic 718”). Assumptions used in the calculation of these amounts are discussed in Note 15 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The number of awards granted in 2025 is reflected in the “Grants of Plan-Based Awards in 2025” table, below. The values of performance-based RSUs granted in 2025 shown in the table above assume the target number of performance-based RSUs will be earned. The revenue-based and relative TSR-based PSUs granted in 2025 may pay out up to 200% of the target award, and the Special Leadership Stock Award pays out upon the achievement of specific milestones (and is valued at $44.91 per share in the table below, which is the grant date fair value), which would have amounted to the grant date fair values listed as the maximum total grant date fair value for each named executive officer in the table below. |

  170. Summary Compensation Table

    | Name | Maximum PSU total grant date fair value | | John Fieldly | $7,046,863 | | Eric Hanson | $3,025,231 | | Jarrod Langhans | $2,336,558 | | Tony Guilfoyle | $1,991,043 | | Richard Mattessich | $1,991,043 |

  171. Summary Compensation Table

    | (3) Amounts represent payouts of our annual cash incentive awards in 2025, 2024, and 2023, and related to fiscal years 2025, 2024, and 2023, respectively. See “Compensation Discussion & Analysis – Annual Incentive Plan.” |

  172. Summary Compensation Table

    | (4) All Other Compensation in 2025 consisted of medical, premiums for life insurance, long-term disability, and the following additional amounts: |

  173. Summary Compensation Table

    | • | For Mr. Fieldly and Mr. Langhans, a 401(k) match, dental and vision benefits |

  174. Summary Compensation Table

    | • | For Mr. Hanson, a cell phone and housing allowance, and a 401(k) match |

  175. Summary Compensation Table

    | • | For Mr. Guilfoyle, an automobile allowance |

  176. Summary Compensation Table

    | • | For Mr. Mattessich, a 401(k) match |

  177. Summary Compensation Table

    | 44 | 2026 PROXY STATEMENT | |

  178. Grants of Plan-Based Awards in 2025 Table

    Grants of Plan-Based Awards in 2025 Table The following table outlines the cash incentive awards and equity-based awards granted to the NEOs during the fiscal year ended December 31, 2025. All equity-based awards granted prior to the 2025 Annual Meeting were granted under the 2015 Incentive Stock Plan. Equity-based awards granted following the 2025 Annual Meeting were granted under the 2025 Omnibus Incentive Compensation Plan.

  179. Grants of Plan-Based Awards in 2025 Table

    | GRANTS OF PLAN-BASED AWARDS IN 2025 | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Units (#)(3) | | | Name | Grant Date | PSU Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | Grant Date Fair Value of Stock awards ($)(4) | | Fieldly | | | $638,400 | $1,276,800 | $1,915,200 | | | | | | | | 11/12/2025 | Mkt Share | | | | | 55,666 | | | $2,499,960 | | | 3/1/2025 | Revenue | | | | 18,246 | 36,492 | 72,984 | | $937,479 | | | 3/1/2025 | rTSR | | | | 18,246 | 36,492 | 72,984 | | $1,335,972 | | | 3/1/2025 | | | | | | | | 72,985 | $1,874,985 | | Hanson | | | $231,000 | $462,000 | $693,000 | | | | | | | | 11/12/2025 | Mkt Share | | | | | 33,400 | | | $1,499,994 | | | 5/30/2025 | Revenue | | | | 3,795 | 7,589 | 15,178 | | $287,471 | | | 5/30/2025 | rTSR | | | | 3,795 | 7,589 | 15,178 | | $475,147 | | | 5/30/2025 | | | | | | | | 46,857(5) | $1,774,943 | | Langhans | | | $189,000 | $378,000 | $567,000 | | | | | | | | 11/12/2025 | Mkt Share | | | | | 33,400 | | | $1,499,994 | | | 3/1/2025 | Revenue | | | | 3,357 | 6,714 | 13,428 | | $172,483 | | | 3/1/2025 | rTSR | | | | 3,357 | 6,714 | 13,428 | | $245,800 | | | 3/1/2025 | | | | | | | | 31,335 | $804,996 | | Guilfoyle | | | $143,750 | $287,500 | $431,250 | | | | | | | | 11/12/2025 | Mkt Share | | | | | 33,400 | | | $1,499,994 | | | 3/1/2025 | Revenue | | | | 1,971 | 3,941 | 7,882 | | $101,244 | | | 3/1/2025 | rTSR | | | | 1,971 | 3,941 | 7,882 | | $144,280 | | | 3/1/2025 | | | | | | | | 18,392 | $472,490 | | Mattessich | | | $120,000 | $240,000 | $360,000 | | | | | | | | 11/12/2025 | Mkt Share | | | | | 33,400 | | | $1,499,994 | | | 3/1/2025 | Revenue | | | | 1,971 | 3,941 | 7,882 | | $101,244 | | | 3/1/2025 | rTSR | | | | 1,971 | 3,941 | 7,882 | | $144,280 | | | 3/1/2025 | | | | | | | | 18,392 | $472,490 |

  180. Grants of Plan-Based Awards in 2025 Table

    | (1) Amounts represent the range of possible payouts that the NEOs could have earned as the annual incentive bonus for fiscal year 2025. Actual payments to the NEOs as the annual incentive bonus are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The amount in the “Threshold” column assumes performance with respect to each measure at the threshold level, resulting in payment of 50% of the target award. The amount in the “Maximum” column assumes that the maximum performance level is achieved for each performance measure, resulting in payment of 150% of the target award. |

  181. Grants of Plan-Based Awards in 2025 Table

    | (2) Amounts represent the range of possible share payouts for the PSUs granted to the NEOs assuming that threshold, target and maximum performance conditions are achieved. The amount in the “Threshold” column assumes performance at the threshold level, resulting in a grant of 50% of the target number of PSUs. The amount in the “Maximum” column assumes performance at the maximum level, resulting in a grant of 200% of the target number of PSUs. The number of PSUs that are earned, if any, will be based on performance for fiscal years 2025 through 2027 and will be determined after the close of fiscal year 2027. |

  182. Grants of Plan-Based Awards in 2025 Table

    | (3) Amounts relate to RSUs granted in March 2025 as part of the annual equity grant to NEOs. RSU grants will vest in three equal annual installments beginning on the first anniversary of the date of grant. |

  183. Grants of Plan-Based Awards in 2025 Table

    | | 2026 PROXY STATEMENT | 45 |

  184. Grants of Plan-Based Awards in 2025 Table

    | (4) Amounts represent the aggregate grant date fair value of the RSUs and PSUs granted to the NEOs, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are discussed in Note 15 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |

  185. Grants of Plan-Based Awards in 2025 Table

    | (5) Amount includes 31,678 shares of new-hire RSUs with a grant-date fair value of $1,199,963 granted in May 2025 in connection with the commencement of Mr. Hanson’s employment. RSU grants will vest in three equal annual installments beginning on the first anniversary of the date of grant. |

  186. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table identifies equity awards that have been previously awarded to each of the NEOs and which were outstanding as of December 31, 2025.

  187. Outstanding Equity Awards at Fiscal Year End

    | 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | | | | | | | | | | | | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Fieldly | 11/12/2025 | | | | | | | | 37,111(3) | $1,697,457 | | | 3/1/2025 | | | | | | | | 72,984(4) | $3,338,288 | | | 3/1/2025 | | | | | | | | 72,984(5) | $3,338,288 | | | 3/1/2025 | | | | | | 72,985(6) | $3,338,334 | | | | | 5/17/2024 | | | | | | 5,375(7) | $245,853 | | | | | 3/1/2024 | | | | | | 12,615(8) | $577,010 | | | | | 3/1/2024 | | | | | | | | 18,922(9) | $865,492 | | | 3/1/2024 | | | | | | | | 18,922(10) | $865,492 | | | 3/1/2024 | | | | | | | | 9,461(11) | $432,746 | | | 1/1/2023 | | | | | | 15,861(12) | $725,482 | | | | | 1/1/2021 | 888,078 | | | 14.21 | 1/1/2031 | | | | | | | 10/23/2019 | 450,000 | | | 1.08 | 10/23/2029 | | | | | | | 1/24/2019 | 370,002 | | | 1.24 | 1/24/2029 | | | | | | Hanson | 11/12/2025 | | | | | | | | 22,267(3) | $1,018,493 | | | 5/30/2025 | | | | | | | | 15,178(4) | $694,242 | | | 5/30/2025 | | | | | | | | 15,178(5) | $694,242 | | | 5/30/2025 | | | | | | 31,678(14) | $1,448,952 | | | | | 5/30/2025 | | | | | | 15,179(14) | $694,287 | | | | Langhans | 11/12/2025 | | | | | | | | 22,267(3) | $1,018,493 | | | 3/1/2025 | | | | | | | | 13,428(4) | $614,197 | | | 3/1/2025 | | | | | | | | 13,428(5) | $614,197 | | | 3/1/2025 | | | | | | 31,335(6) | $1,433,263 | | | | | 3/1/2024 | | | | | | 7,569(8) | $346,206 | | | | | 3/1/2024 | | | | | | | | 4,414(9) | $201,896 | | | 3/1/2024 | | | | | | | | 4,416(10) | $201,988 | | | 3/1/2024 | | | | | | | | 2,371(11) | $108,450 | | | 1/1/2023 | | | | | | 9,612(12) | $439,653 | | | | | 4/18/2022 | | | | | | 11,157(13) | $510,321 | | |

  188. Outstanding Equity Awards at Fiscal Year End

    | 46 | 2026 PROXY STATEMENT | |

  189. Outstanding Equity Awards at Fiscal Year End

    | 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | | | | | | | | | | | | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Guilfoyle | 11/12/2025 | | | | | | | | 22,267(3) | $1,018,493 | | | 3/1/2025 | | | | | | | | 7,882(4) | $360,523 | | | 3/1/2025 | | | | | | | | 7,882(5) | $360,523 | | | 3/1/2025 | | | | | | 18,392(6) | $841,250 | | | | | 3/1/2024 | | | | | | 4,541(8) | $207,705 | | | | | 3/1/2024 | | | | | | | | 2,648(9) | $121,120 | | | 3/1/2024 | | | | | | | | 2,650(10) | $121,211 | | | 3/1/2024 | | | | | | | | 1,425(11) | $65,180 | | | 1/1/2023 | | | | | | 5,769(12) | $263,874 | | | | Mattessich | 11/12/2025 | | | | | | | | 22,267(3) | $1,018,493 | | | 3/1/2025 | | | | | | | | 7,882(4) | $360,523 | | | 3/1/2025 | | | | | | | | 7,882(5) | $360,523 | | | 3/1/2025 | | | | | | 18,392(6) | $841,250 | | | | | 3/1/2024 | | | | | | 4,541(8) | $207,705 | | | | | 3/1/2024 | | | | | | | | 2,648(9) | $121,120 | | | 3/1/2024 | | | | | | | | 2,650(10) | $121,211 | | | 3/1/2024 | | | | | | | | 1,425(11) | $65,180 | | | 11/1/2023 | | | | | | 3,351(15) | $153,275 | | |

  190. Outstanding Equity Awards at Fiscal Year End

    | (1) Market value is determined using the December 31, 2025 closing price of the Company’s common stock of $45.74 per share. |

  191. Outstanding Equity Awards at Fiscal Year End

    | (2) PSUs that may vest upon achievement of certain predetermined performance goals and assuming continued employment through the vesting period. 100% of the remaining March 2025 PSUs vest on March 1, 2028 if the performance goals are achieved. 100% of the remaining March 2024 PSUs vest on March 1, 2027 if the performance goals are achieved. |

  192. Outstanding Equity Awards at Fiscal Year End

    | (3) PSUs are scheduled to vest in equal installments on December 1, 2026 and December 2, 2027 based upon the achievement of milestones as described in the section titled “Special Leadership Awards” in the CD&A. |

  193. Outstanding Equity Awards at Fiscal Year End

    | (4) PSUs are scheduled to vest in March 2028 based upon the achievement of revenue goals as described in the section titled “Long-Term Incentives” in the CD&A. Shares reflect the maximum potential payout level (200%). |

  194. Outstanding Equity Awards at Fiscal Year End

    | (5) PSUs are scheduled to vest in March 2028 based upon the achievement of relative TSR goals as described in the section titled “Long-Term Incentives” in the CD&A. Shares reflect the maximum potential payout level (200%). |

  195. Outstanding Equity Awards at Fiscal Year End

    | (6) RSUs vest in equal installments on March 1, 2026, March 1, 2027, and March 1, 2028. |

  196. Outstanding Equity Awards at Fiscal Year End

    | (7) RSUs vest in equal installments on May 17, 2026 and May 17, 2027. |

  197. Outstanding Equity Awards at Fiscal Year End

    | (8) RSUs vest in equal installments on March 1, 2026 and March 1, 2027. |

  198. Outstanding Equity Awards at Fiscal Year End

    | (9) PSUs are scheduled to vest in March 2027 based upon the achievement of relative TSR goals as described in the section titled “Long-Term Incentives” in the CD&A. Shares reflect the maximum potential payout level (200%). |

  199. Outstanding Equity Awards at Fiscal Year End

    | (10) PSUs are scheduled to vest in March 2027 based upon the achievement of revenue goals as described in the section titled “Long-Term Incentives” in the CD&A. Shares reflect the maximum potential payout level (200%). |

  200. Outstanding Equity Awards at Fiscal Year End

    | (11) PSUs are scheduled to vest in March 2027 based upon the achievement of an absolute stock price multiple. |

  201. Outstanding Equity Awards at Fiscal Year End

    | (12) RSUs vested on January 1, 2026. |

  202. Outstanding Equity Awards at Fiscal Year End

    | (13) RSUs vest on April 18, 2026. |

  203. Outstanding Equity Awards at Fiscal Year End

    | (14) RSUs vest in equal installments on May 30, 2026, May 30, 2027, and May 30, 2028. |

  204. Outstanding Equity Awards at Fiscal Year End

    | (15) RSUs vest on November 1, 2026. |

  205. Outstanding Equity Awards at Fiscal Year End

    | | 2026 PROXY STATEMENT | 47 |

  206. Option Exercises and stock Vested in 2025

    Option Exercises and stock Vested in 2025 The following table identifies the number of shares of our common stock acquired by our NEOs upon the exercise of outstanding stock options and the vesting of restricted stock and RSU awards during the year ended December 31, 2025.

  207. Option Exercises and stock Vested in 2025

    | 2025 OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Fieldly | | | 55,407 | $1,803,409 | | Hanson | | | 11,133 | $481,057 | | Langhans | | | 35,686 | $1,246,935 | | Guilfoyle | | | 55,095 | $2,046,561 | | Mattessich | | | 16,755 | $741,230 |

  208. Option Exercises and stock Vested in 2025

    | (1) Amounts do not take into consideration any shares withheld by the Company to satisfy employee income taxes. |

  209. Option Exercises and stock Vested in 2025

    | (2) Represents the value realized upon the grant of vested stock and the vesting of RSUs, based on the market value of the Company’s common stock on the vesting date. |

  210. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control We have employment agreements with Mr. Fieldly and Mr. Langhans. The employment agreements provide for certain post-employment benefits, which are described below. In addition, we have adopted an executive severance and Change in Control plan, which covers all of our NEOS, as described below.

  211. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are providing disclosure regarding the ratio of the annual total compensation of our Chief Executive Officer, John Fieldly, to that of our median employee. Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K, and represents a reasonable estimate. For 2025, we identified a median employee by using annualized salary, our consistently applied compensation measure, for the 1,405 individuals who were employed by us on December 31, 2025, excluding our CEO. All compensation data was converted to U.S. dollars using a conversion factor on December 31, 2025, and we did not provide for any cost-of-living adjustments. Based on this data and process, we determined that our median employee was an exempt employee with annual total compensation in 2025 of $82,114. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table above. Therefore, the ratio of our Chief Executive Officer’s annual total compensation to the median employee’s annual total compensation in 2025 was 117 to 1. The pay ratio as described above involves a degree of imprecision due to the use of estimates and assumptions, but is a reasonable estimate that we calculated in a manner consistent with Item 402(u) of Regulation S-K.

  212. CEO Pay Ratio

    | | 2026 PROXY STATEMENT | 51 |

  213. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

  214. Pay Versus Performance

    | PAY-VERSUS-PERFORMANCE | | | | | | | | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1),(2),(3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1),(2),(3) | | Value of Initial Fixed $100 Investment Based On: (4) | | Net Income ($MM) | | Revenue (5) ($MM) | | | | | | | | TSR | Peer Group TSR | | | | | 2025 | $9,586,642 | $14,777,157 | $3,906,650 | | 5,099,803 | $273 | $124 | | 107.999 | $2,515.3 | | 2024 | $5,897,496 | $1,042,525 | $1,494,000 | -$ | 88,158 | $157 | $115 | | 145.074 | $1,355.6 | | 2023 | $3,260,513 | $11,751,819 | $1,225,448 | | 3,220,521 | $325 | $116 | | 226.801 | $1,318.0 | | 2022 | $3,577,227 | $6,065,431 | $1,959,469 | | 2,565,921 | $207 | $118 | -$ | 187.282 | $653.6 | | 2021 | $12,214,089 | $33,413,121 | $2,676,340 | | 10,147,590 | $148 | $114 | | 3.937 | $314.3 |

  215. Pay Versus Performance

    | (1) The Principal Executive Officer (“PEO”) from 2021 through 2025 is John Fieldly. The Non-PEO NEOs for whom the average compensation is presented in this table are as follows: |

  216. Pay Versus Performance

    | - | 2025: Eric Hanson, Jarrod Langhans, Tony Guilfoyle, and Richard Mattessich |

  217. Pay Versus Performance

    | - | 2024: Jarrod Langhans, Tony Guilfoyle, Paul Storey, and Richard Mattessich |

  218. Pay Versus Performance

    | - | 2023: Jarrod Langhans, Tony Guilfoyle, Toby David, and Paul Storey |

  219. Pay Versus Performance

    | - | 2022: Edwin Negron-Carballo, Jarrod Langhans, Tony Guilfoyle, Toby David, and Paul Storey |

  220. Pay Versus Performance

    | - | 2021: Edwin Negron-Carballo |

  221. Pay Versus Performance

    | (2) The amounts shown as Compensation Actually Paid (“CAP”) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below. |

  222. Pay Versus Performance

    | (3) Compensation Actually Paid reflects the exclusions and inclusions for the PEO and the NEOs set forth below. Amounts excluded represent the Stock Awards amounts from the applicable Summary Compensation Table. Amounts included are the aggregate of the following components, as applicable: the fair value as of the end of the fiscal year of unvested equity awards granted in that year; the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; and the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year, less the fair value at the end of the prior year of awards granted prior to the year that failed to meet applicable vesting conditions during the year. Equity values are calculated in accordance with FASB ASC Topic 718. 2024 Compensation Actually Paid values were revised to correctly capture the increase in fair value of awards granted during that year that remained unvested as of year-end, the reconciliation of which is provided in the adjustments table below. |

  223. Pay Versus Performance

    | (4) For purposes of this disclosure, the peer group for 2023 through 2025 is the custom group of peers consisting of Monster Beverage Corporation, Keurig Dr Pepper, PepsiCo, The Coca-Cola Company, and Starbucks Corporation, the same peer group used in the stock performance graph in our Annual Report on Form 10-K required under section 201I for fiscal 2025. Dollar values assume $100 was invested for the cumulative period from December 31, 2020 through December 31, 2025, in either the Company or the custom peer group, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. The peer group for 2020-2022 consisted of Monster Beverage Corporation, National Beverage Corp, Primo Water Corp, Keurig Dr Pepper, PepsiCo, and The Coca-Cola Company, which was the custom peer group disclosed in our Annual Report on Form 10-K stock performance graph for fiscal 2022; the value of a $100 investment in this prior peer group would have been $132 for 2025. |

  224. Pay Versus Performance

    | (5) We determined Revenue to be the “most important” financial performance measure used to link performance to Compensation Actually Paid to our PEO and other NEOs in fiscal 2025, in accordance with Item 402(v) of Regulation S-K. |

  225. Pay Versus Performance

    | 52 | 2026 PROXY STATEMENT | |

  226. Pay Versus Performance

    | Adjustments Made to Determine Compensation Actually Paid (CAP) | | | | | | | 2025 | 2024 | | Summary Compensation Table Total | PEO | $9,586,642 | $5,897,496 | | | Average Non-PEO NEOs | $3,906,650 | $1,494,000 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | PEO | $6,648,396 | $4,466,303 | | | Average Non-PEO NEOs | $2,799,211 | $994,311 | | Increase for year-end fair value of awards granted during year that remain unvested as of year-end | PEO | $9,692,900 | $1,175,104 | | | Average Non-PEO NEOs | $3,041,056 | $284,271 | | Increase/Deduction for change in fair value from prior year-end to current year-end of awards granted prior to that year that were outstanding and unvested as of year-end | PEO | $1,313,283 | -$1,231,973 | | | Average Non-PEO NEOs | $310,558 | -$887,086 | | Increase for fair value as of the vesting dates for awards granted during year that vest during the year | PEO | $801,762 | $0 | | | Average Non-PEO NEOs | $481,057 | $0 | | Increase/Deduction for change in fair value from prior year-end to current year-end of awards granted prior to that year that vested during year | PEO | $30,966 | -$4,680 | | | Average Non-PEO NEOs | $159,694 | $14,968 | | Deduction for fair value of awards granted prior to year that were forfeited during year | PEO | $0 | -$327,120 | | | Average Non-PEO NEOs | $0 | $0 | | Compensation Actually Paid | PEO | $14,777,157 | $1,042,525 | | | Average Non-PEO NEOs | $5,099,803 | -$88,158 |

  227. Pay Versus Performance

    | | 2026 PROXY STATEMENT | 53 |

  228. Description of Relationship Between NEO Compensation Actually Paid (“CAP”) and Total Shareholder Return (“TSR”)

    Description of Relationship Between NEO Compensation Actually Paid (“CAP”) and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between CAP to our PEO (i.e., CEO), the average of CAP to our other NEOs, the Company’s cumulative TSR, and the Peer Group’s cumulative TSR over the fiscal five year period from 2021 through 2025.

  229. Description of Relationship Between NEO Compensation Actually Paid and Net Income

    Description of Relationship Between NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between CAP to our PEO (i.e., CEO), the average of CAP to our other NEOs, and our net income during fiscal 2021 through 2025.

  230. Description of Relationship Between NEO Compensation Actually Paid and Net Income

    | 54 | 2026 PROXY STATEMENT | |

  231. Description of Relationship Between NEO Compensation Actually Paid and Revenue

    Description of Relationship Between NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between CAP to our PEO (i.e., CEO), the average of CAP to our other NEOs, and Revenue during fiscal 2021 through 2025.

  232. Most Important Measures to Determine Compensation Actually Paid for the fiscal year ended December 31, 2025

    Most Important Measures to Determine Compensation Actually Paid for the fiscal year ended December 31, 2025 The four items listed in the table below represent the most important metrics we used to link compensation actually paid to our NEOs, for the fiscal year ended December 31, 2025, to Company performance.

  233. Most Important Measures to Determine Compensation Actually Paid for the fiscal year ended December 31, 2025

    | Revenue | | Gross Profit | | Adjusted EBITDA | | Relative TSR |

  234. Securities Authorized for Issuance Under Equity Compensation Plans

    | • | Limit on non-employee annual director pay: $500,000** |

  235. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION

  236. 2025 DIRECTOR COMPENSATION

    | Name(1)(5) | Fees Earned or Paid in Cash | Stock Awards(2) | All Other Compensation | Total | | Nick Castaldo | $80,000 | $124,981 | - | $204,981 | | Michael Del Pozzo(3) | $0 | $0 | - | $0 | | Damon DeSantis | $90,000 | $124,981 | - | $214,981 | | Israel Kontorovsky(3) | $0 | $0 | - | $0 | | Hal Kravitz | $110,000 | $124,981 | - | $234,981 | | Caroline Levy | $80,000 | $124,981 | - | $204,981 | | Hans Melotte(4) | $80,000 | $124,981 | - | $204,981 | | Cheryl Miller | $95,000 | $124,981 | - | $219,981 | | Joyce Russell | $91,000 | $124,981 | - | $215,981 |

  237. 2025 DIRECTOR COMPENSATION

    | (1) Mr. Fieldly is an employee of the Company and does not receive compensation in his capacity as a director and therefore is not included in the above chart. Please see “Executive Compensation—Summary Compensation Table” and the narratives that follow for information regarding Mr. Fieldly’s compensation. |

  238. 2025 DIRECTOR COMPENSATION

    | (2) These amounts represent the aggregate grant date fair value of RSUs granted in 2025, calculated in accordance with Financial Accounting Standards Board Account Standards Codification Topic 718 (“FASB ASC Topic 718”). Assumptions used in the calculation of these amounts are discussed in Note 15 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The RSUs vest in full on the one-year anniversary of their date of grant. |

  239. 2025 DIRECTOR COMPENSATION

    | (3) Mr. Del Pozzo and Mr. Kontorovsky were appointed to the Board on August 28, 2025 and October 29, 2024, respectively, as designees of PepsiCo, and did not receive compensation for their service on the Board. Messrs. Del Pozzo and Kontorovsky resigned from the Board on February 10, 2026. |

  240. 2025 DIRECTOR COMPENSATION

    | (4) Mr. Melotte will serve out his term on our Board, which expires at the Annual Meeting. |

  241. 2025 DIRECTOR COMPENSATION

    | (5) Ms. Jacoby and Mr. Short were appointed to the Board on February 10, 2026 as designees of PepsiCo and are not included in the chart above. As designees of PepsiCo, Ms. Jacoby and Mr. Short do not receive compensation for their service on the Board. |

  242. 2025 DIRECTOR COMPENSATION

    | 58 | 2026 PROXY STATEMENT | |

  243. 2025 DIRECTOR COMPENSATION

    CORPORATE GOVERNANCE HIGHLIGHTS