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Celsius Holdings, Inc. reports that CD Financial LLC, an entity associated with William H. Milmoe, settled three tranches of a prepaid variable forward sale entered on June 6, 2023, delivering 150,000 common shares per tranche (450,000 total) to an unaffiliated buyer. Milmoe, as CD’s manager and trustee of a trust holding a 99% beneficial interest in CD, has shared voting and dispositive power over these shares.
The common-stock dispositions are reported at a price of 46.2527 per share. Under the contract, a Floor Price of 41.6275 applied, and the volume-weighted average price on each maturity date was below this Floor Price, so the buyer made no additional payment in these physical settlements.
DeSantis Deborah reported disposition transactions in this Form 4 filing.
Celsius Holdings, Inc. reports that CD Financial LLC, managed by Deborah DeSantis, settled three tranches of a prepaid variable forward sale on Celsius common stock. CD transferred 150,000 shares per tranche, or 450,000 shares total, in physical settlement on July 23, 24 and 27, 2026, without additional payment from the buyer. The common stock entries show a transaction price of $46.2527 per share and the contract defines a VPF floor price of $41.6275, with DeSantis sharing voting and dispositive power over these indirectly held shares.
Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract linked to CELH common stock. On July 23, 24 and 27, 2026, CD disposed of forward contracts referencing 150,000 shares per tranche and transferred 150,000 common shares in each tranche at $46.2527 per share, all held indirectly. The arrangement, entered on June 6, 2023 with an unaffiliated buyer, physically settled after the volume-weighted average price on the July 22–24, 2026 maturity dates fell below the $41.6275 Floor Price, so CD delivered shares without additional cash payment from the buyer.
CD Financial LLC, an entity associated with former 10% owner William H. Milmoe of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale transaction entered into on June 6, 2023 with an unaffiliated third-party buyer. On July 20, 21 and 22, 2026, CD physically settled the tranches by transferring 150,000 shares of Celsius common stock per tranche, for a total of 450,000 shares, to the buyer. These indirect transactions were reported under code J as other dispositions. Footnotes state that on tranche maturity dates the volume-weighted average price of Celsius common stock was below the contract’s $41.6275 Floor Price, so CD delivered shares without additional payment from the buyer. Milmoe is manager of CD and a trustee of a trust holding a 99% beneficial interest in CD, with shared voting and dispositive power over the affected shares.
DeSantis Deborah reported disposition transactions in this Form 4 filing.
Celsius Holdings, Inc. reporting person Deborah DeSantis, a former 10% owner, reported the physical settlement of three tranches of a prepaid variable forward sale with an unaffiliated buyer. Through CD Financial LLC, she delivered 150,000 Celsius common shares per tranche (450,000 total) on July 20–22, 2026. The tranches matured when the volume-weighted average price was below the $41.6275 Floor Price, so CD transferred the shares without additional payment from the buyer. The shares were held indirectly, with DeSantis sharing voting and dispositive power via CD and a revocable trust.
Celsius Holdings, Inc. reporting person Dean DeSantis, identified as a former 10% owner, reported indirect dispositions tied to a variable prepaid forward sale contract on CELH common stock. The shares are held by CD Financial LLC, which is the record holder; DeSantis manages CD and is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD, giving him shared voting and dispositive power.
On July 20, 21, and 22, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches, physical settlement applied. On the maturity dates for each tranche (July 17, 20, and 21, 2026), the volume-weighted average price of CELH common stock was below the contract’s $41.6275 Floor Price.
Because the VWAP was below the Floor Price on each maturity date, CD transferred to the buyer 150,000 shares of CELH common stock for each tranche without additional payment from the buyer. Corresponding Form 4 entries show, for each tranche, a derivative entry closing 150,000 forward-contract units and a related indirect disposition of 150,000 common shares at a recorded price of $46.2527 per share, all coded as restructuring-type transactions (code J).
Celsius Holdings, Inc. reports that CD Financial LLC, an entity managed by reporting person William H. Milmoe, physically settled three tranches of a prepaid variable forward sale contract by transferring 150,000 common shares on each of July 15, 16 and 17, 2026, for a total of 450,000 shares. The contract’s Floor Price was $41.6275 per share and, on each maturity date, no additional cash was paid by the buyer; after these indirect dispositions, CD reported holding 12,532,396 Celsius common shares.
DeSantis Deborah reported disposition transactions in this Form 4 filing.
CD Financial LLC, an entity managed by Deborah DeSantis, settled three tranches of a prepaid variable forward sale tied to Celsius Holdings, Inc. (CELH) stock. On July 15–17, 2026, CD delivered 150,000 CELH shares per tranche (total 450,000) to an unaffiliated buyer in physical settlement after the stock’s volume-weighted average price was below the contract $41.6275 Floor Price, with no additional payment from the buyer. After these deliveries, CD indirectly held 12,532,396 CELH shares and the corresponding forward-sale derivative positions for these tranches were removed.
Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract on CELH common stock. On July 15–17, 2026, CD transferred 150,000 shares per tranche to an unaffiliated buyer at $46.2527 per share after the volume-weighted average prices on the maturity dates were below the contract $41.6275 Floor Price, resulting in physical share settlement without additional payment. Following these dispositions, CD continued to hold 12,532,396 CELH shares indirectly, with DeSantis sharing voting and dispositive power.
Celsius Holdings, Inc. entered into a Second Amendment to its existing Credit Agreement, reducing the applicable interest rate on its Term Loan Facility by 0.25%, with a potential additional 0.25% reduction if it achieves certain public corporate or corporate family ratings on an ongoing basis. The underlying Credit Agreement, originally entered into on April 1, 2025, provides for a term loan facility of up to $900.0 million and a revolving credit facility of up to $100.0 million, and all other material terms, including the Revolving Facility interest rate, remain unchanged.
On July 15, 2026, the company refinanced its prior $700.0 million Existing Term Loan by repaying it in full using all proceeds from a new $694.75 million term loan under the Term Loan Facility, which now bears the reduced interest rate set by the Second Amendment. Celsius did not incur any prepayment penalties in connection with this refinancing.