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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).