Welcome to our dedicated page for Celsius Hldgs SEC filings (Ticker: CELH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Celsius Holdings, Inc. may bottle clean energy, but its SEC disclosures are where you’ll find the fuel that really powers growth—ingredient costs, distribution deals, and executive stock activity. If you’ve ever opened the Celsius Holdings annual report 10-K simplified and wondered where the details on new PepsiCo routes or raw material pricing hide, you’re not alone.
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Michael Del Pozzo, identified as a director of Celsius Holdings (CELH), filed an initial Form 3 and reported that he does not beneficially own any securities of the issuer. The filing notes it was submitted by one reporting person and references a power of attorney for signature. No non-derivative or derivative holdings are listed.
Insider transaction summary: William H. Milmoe, who is a director and manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust, reported a variable prepaid forward contract tied to Celsius Holdings, Inc. (CELH). Under the contract entered August 7, 2025, CD will receive $372,347,277.72 in cash on September 9, 2025 in exchange for an obligation to deliver up to 7,900,000 shares of Celsius common stock in approximately 15 equal components maturing from September 7 to September 27, 2027.
The pledged shares remain subject to dividend and voting rights during the pledge. Default or settlement mechanics depend on the settlement price relative to a Floor Price $48.4239 and a Cap Price $64.5652, which determine how many shares will be delivered or whether cash/net settlement will occur.
Deborah DeSantis, as trustee of the Carl DeSantis Revocable Trust, reported a variable prepaid forward transaction tied to Celsius Holdings, Inc. common stock. The report shows CD Financial, LLC entered into a contract with Citigroup Global Markets Inc. that can require delivery of up to 7,900,000 shares of CELH (or equivalent cash) in 15 approximately equal installments from Sept. 7, 2027 to Sept. 27, 2027. In exchange, CD will receive a cash payment of $372,347,277.72 on Sept. 9, 2025. CD pledged the 7.9 million shares to secure the obligation but retained voting and dividend rights during the pledge. The contract describes tiered settlement mechanics based on a Floor Price of $48.4239 and a Cap Price of $64.5652, and allows net or share settlement subject to conditions.
Dean DeSantis, as trustee, reported a variable prepaid forward transaction affecting 7,900,000 shares of Celsius Holdings, Inc. (CELH). CD Financial, LLC entered into the contract with Citigroup Global Markets Inc. on August 7, 2025, obligating CD to potentially deliver up to 7,900,000 shares in approximately 15 equal components maturing from September 7, 2027 to September 27, 2027. In exchange CD will receive $372,347,277.72 on September 9, 2025. The pledged shares secure the obligation while CD retains dividend and voting rights during the pledge. Settlement mechanics depend on a Floor Price of $48.4239 and a Cap Price of $64.5652, with formulas specified for share delivery or net/ cash settlement options.
Paul H. Storey, Chief Supply Chain Officer of Celsius Holdings, Inc. (CELH), reported the sale of 7,500 shares of the company's common stock on 09/03/2025 at a weighted-average price of $60.93 per share. After the sale he beneficially owns 37,550 shares outright and an additional 450 shares held indirectly by his spouse. The Form 4 was signed by an attorney-in-fact on 09/05/2025. The filing notes the sale occurred in multiple transactions with prices ranging from $60.93 to $60.95.
Celsius Holdings (CELH) filed a Form 144 indicating a proposed sale of 7,500 common shares through Fidelity Brokerage Services with an aggregate market value of $456,981.72. The filing shows the shares equal the sum of restricted stock vesting awards received as compensation on 01/08/2024 (698 shares), 01/01/2025 (2,305 shares), 03/01/2025 (1,377 shares) and 05/05/2025 (3,120 shares), totaling 7,500 shares. The filer reports no securities sold in the past three months. The proposed approximate sale date is 09/03/2025, and the filing includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.
Celsius Holdings, Inc. entered into a series of transactions with PepsiCo, Inc. under which PepsiCo previously purchased 1,466,666 shares of Series A Convertible Preferred Stock and, on the Closing Date, purchased 390,000 shares of newly created Series B Convertible Preferred Stock for an aggregate purchase price of $585.0 million in cash. Each share of Series B is initially convertible into 11,304,348 shares of common stock (on an as-converted basis). The parties amended and restated the registration rights agreement to include the common stock issuable on conversion of Series B and preserved customary demand, resale and piggyback registration rights for PepsiCo. PepsiCo became the Company’s exclusive U.S. distributor for certain beverage products in the defined territory under an amended distribution agreement, and a channel transition agreement covers transfer of certain existing Alani Nu distribution rights and related financial commitments. The Board was increased from nine to ten members and Michael Del Pozzo was appointed as a PepsiCo designee; board designation rights for PepsiCo are subject to ownership thresholds. Several definitive agreements and certificates were executed and filed as exhibits.
Jarrod Langhans, Chief Financial Officer of Celsius Holdings, Inc. (CELH), reported an insider sale. On 08/18/2025 he disposed of 5,000 shares of CELH common stock at $60.00 per share, leaving him with 104,227 shares beneficially owned after the transaction. The filing indicates the sale was effected under a Rule 10b5-1 trading plan that the reporting person adopted on September 13, 2024. The Form 4 was signed by an attorney-in-fact on 08/19/2025. No derivative transactions or additional material details are disclosed in this filing.
Form 144 filed for Celsius Holdings, Inc. (CELH) reports a proposed sale of 5,000 common shares to be executed through UBS Financial Services on Nasdaq with an aggregate market value of $300,000. The filing shows the issuer has 257,946,135 shares outstanding.
The shares being sold were originally acquired as RSU grants: 4,450 shares on 04/18/2022 and 550 shares on 08/19/2022. The filing also discloses a prior sale of 5,000 common shares on 08/07/2025 that generated $255,900 in gross proceeds. The filer certifies they are not aware of undisclosed material adverse information.
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