Welcome to our dedicated page for Celsius Holdings 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.
Form 4 filing overview (CELH, 14 Jul 2025): 10% owner Dean DeSantis, acting as co-representative of the Estate of Carl DeSantis, reported the physical settlement of three tranches of a prepaid variable forward sale (VPF) originally executed on 1 Aug 2022 by GRAT 1, LLC.
- Dates settled: 10 Jul 2025, 11 Jul 2025, 14 Jul 2025
- Shares delivered: 300,000 per tranche, total 900,000 CELH common shares (adjusted for splits)
- Settlement mechanics: Buyer paid cash based on a formula; because the volume-weighted average price on each maturity date exceeded the Cap Price of $40.1588, GRAT 1 received the maximum per-share cash amount (Cap–Floor spread of $10.0397).
- Price reference: Cap Price stated as $40.1588; no per-share sale price reported beyond formula disclosure.
- Post-transaction holdings: Indirect ownership via GRAT 1 fell from 6.0 million to 5.4 million shares.
- Ownership status: Shares are held indirectly; reporting person maintains shared voting and dispositive power.
The filing documents a planned, derivative-linked disposition by a large insider rather than an open-market sale, but it nonetheless reduces insider exposure by 15%. No new derivative positions were opened; the VPF obligations are now fully settled for these tranches.
Form 4 snapshot: On 9 July 2025, William H. Milmoe – co-personal representative of the Estate of Carl DeSantis and a 10 % owner of Celsius Holdings (CELH) – reported the physical settlement of three tranches of a variable prepaid forward (VPF) originally executed on 1 Aug 2022.
- Settlement dates: 7 Jul, 8 Jul and 9 Jul 2025.
- Shares delivered: 300,000 CELH shares per tranche, totalling 900,000 shares.
- Settlement mechanics: Because the stock’s settlement price exceeded the $40.1588 cap, GRAT 1, LLC (the estate’s entity) delivered the shares and received cash equal to 300,000 × $10.0397 for each tranche (≈ $3.0 m per tranche).
- Post-transaction holdings: Indirect beneficial ownership declined from roughly 7.2 m to 6.3 m shares, but the estate still exceeds the 10 % threshold.
- Transaction code J/K: Indicates derivative-linked, non-open-market settlement under a pre-existing contract rather than discretionary insider selling.
Investor take-away: The filing documents a planned delivery of shares tied to a 2022 derivative agreement; it does not signal a change in management sentiment. While the 900 k-share reduction equates to only ~0.4 % of CELH’s basic shares outstanding, continued VPF maturities could add incremental supply. The estate remains a significant long-term holder, mitigating concerns about a full exit.