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. filings document the regulatory record for a Nasdaq-listed Nevada beverage company with common stock trading under CELH. Its 8-K reports furnish quarterly and annual earnings releases, Regulation FD investor presentations, share repurchase authorization disclosures, credit-facility and refinancing information, and acquisition-related financial statements and pro forma information for the Alani Nu and Rockstar Energy transactions.
Proxy and governance filings cover annual meeting matters, director elections, board committee assignments, executive compensation, shareholder voting items and PepsiCo designation rights. The filings also describe capital structure and material events affecting the company’s energy drink portfolio and commercial relationship disclosures.
Insider Trading Alert: 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 23-25, 2025.
Key transaction details:
- Total disposition of 900,000 shares of common stock (300,000 shares per day)
- Transaction price of $40.1588 per share (Cap Price)
- 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, GRAT 1's beneficial ownership decreased from 9,900,000 to 9,000,000 shares
The VPF settlement terms were triggered as the stock's settlement price exceeded the Cap Price of $40.1588, above the Floor Price of $30.1191. The transactions were executed as full physical settlements, with GRAT 1 delivering shares and receiving cash payments based on the predetermined formula.
Celsius Holdings (CELH) Form 144 filing reveals proposed sale of 130,803 shares with an aggregate market value of $5,886,136.95 by an insider through UBS Financial Services. The sale is planned for execution on June 24, 2025 on NASDAQ.
The securities to be sold were acquired through multiple RSU grants between 2020-2024:
- 36,000 shares (Oct 2020)
- 9,756 shares (Nov 2020)
- 31,965 shares (Jan 2022)
- 29,679 shares (Jan 2023)
- 23,403 shares (Jan 2024)
Notable recent trading activity includes a previous sale by John Fieldly on June 10, 2025, disposing of 132,171 shares for gross proceeds of $5,691,692.99. The company currently has 257,741,256 shares outstanding.
Celsius Holdings (CELH) insider William H. Milmoe, a 10% owner, has entered into a significant prepaid variable forward sale contract on June 18, 2025. The transaction involves the following key details:
- Milmoe agreed to deliver up to 100,000 shares of CELH common stock to an unaffiliated third-party purchaser
- Received an upfront payment of $3,798,794.10 on June 23, 2025
- Contract matures on June 21, 2027
- Settlement terms include: - Floor Price: $39.2979 - Cap Price: $52.3972
The shares have been pledged as collateral, with Milmoe retaining voting and dividend rights during the contract term. The final number of shares to be delivered will be determined based on CELH's stock price at settlement, with various settlement options including cash or share-based alternatives.
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).