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.
The Celsius Holdings, Inc. (NASDAQ: CELH) SEC filings page on Stock Titan provides a centralized view of the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Celsius Holdings is a Nevada corporation and functional beverage company whose common stock is listed on the Nasdaq Capital Market, and its filings offer detailed insight into its operations, capital structure and key transactions.
Among the most relevant documents for CELH are current reports on Form 8-K and 8-K/A, which the company uses to disclose material events. Recent 8-K filings describe acquisitions such as the purchase of Alani Nutrition LLC (Alani Nu) and the Rockstar Energy brand assets in the U.S. and Canada, amendments to distribution agreements with PepsiCo, preferred stock investments by PepsiCo, board appointments, share repurchase authorizations and earnings releases for quarterly periods.
Investors reviewing Celsius Holdings’ filings can also find information on its preferred stock terms, board designation rights granted to PepsiCo, credit facilities, potential refinancing activities and the use of non-GAAP financial measures like Adjusted EBITDA and Adjusted Diluted EPS. Amendments on Form 8-K/A provide additional details, including abbreviated financial statements for acquired businesses and unaudited pro forma condensed combined financial information.
On Stock Titan, CELH filings are updated as new documents are posted to the SEC’s EDGAR system. AI-powered tools summarize key points from lengthy filings, helping users quickly understand transaction terms, capital structure changes, distribution arrangements and other disclosures without reading every page of the underlying documents.
Celsius Holdings (NASDAQ: CELH) filed a Form 8-K on June 28, 2025, reporting the filing of legal exhibits related to an unspecified corporate action. The key exhibits include:
- Opinion from Greenberg Traurig, LLP (Exhibit 5.1)
- Consent from Greenberg Traurig, LLP (Exhibit 23.1)
- Cover Page Interactive Data File in XBRL format (Exhibit 104)
The filing was signed by Richard Mattessich, Chief Legal Officer. While this 8-K appears to be primarily administrative in nature, serving to supplement previous filings with legal documentation, investors should monitor for any subsequent disclosures that may provide additional context about the underlying corporate action requiring these legal opinions.
Celsius Holdings announced a prospectus supplement for the potential resale of 22,451,224 shares of common stock by Alani Holdings, LLC. These shares were issued on April 1, 2025 as part of Celsius' acquisition of Alani Nutrition LLC through a private transaction.
Key details of the offering:
- Last reported stock price: $44.07 per share (June 18, 2025)
- Shares represent approximately 8.70% of total outstanding shares
- Subject to lockup periods with releases in thirds on April 1, 2026, October 1, 2026, and April 1, 2027
- Selling stockholder can sell shares through various methods including broker-dealers, private transactions, or market sales
Celsius will not receive any proceeds from the sale of these shares. The offering is made pursuant to registration rights granted to Alani Holdings, with shares being sold at prevailing market prices or negotiated terms. This filing represents a significant ownership transition following the strategic acquisition of Alani Nutrition.
Dean DeSantis, a 10% owner of Celsius Holdings (CELH), reported the settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) originally entered on August 1, 2022. The transactions occurred between June 17-20, 2025, involving:
- Disposition of 900,000 total shares (300,000 shares per tranche) at $40.1588 per share
- Shares were held indirectly through GRAT 1, LLC, where DeSantis serves as one of two personal representatives of the Estate of Carl DeSantis
- Following the transactions, beneficial ownership decreased from 10,500,000 to 9,900,000 shares
The VPF settlement terms were triggered as the stock's settlement price exceeded the Cap Price of $40.1588, resulting in physical delivery of shares to the buyer. The transactions were executed according to a pre-established contract, with the buyer paying GRAT 1 cash based on the difference between Floor Price ($30.1191) and Cap Price ($40.1588).