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Celsius Holdings, Inc. may bottle clean energy, but its SEC disclosures are where you’ll find the fuel that really powers growth—ingredient costs, distribution deals, and executive stock activity. If you’ve ever opened the Celsius Holdings annual report 10-K simplified and wondered where the details on new PepsiCo routes or raw material pricing hide, you’re not alone.
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Celsius Holdings (CELH) reported an insider transaction involving a variable prepaid forward sale by GRAT 1, LLC, which is controlled by the Estate of Carl DeSantis. On November 13, 14, and 17, 2025, GRAT 1 completed three tranches, each tied to 112,500 shares of Celsius common stock, and elected full physical settlement. For each tranche, GRAT 1 delivered 112,500 shares to an unaffiliated buyer and received cash based on a formula using a floor price of $27.7675 and a cap price of $37.0234 per share. Because the volume-weighted average price on each maturity date was above the cap, cash paid to GRAT 1 was calculated using the fixed spread of $9.2559 per share. After these transactions, the reporting person continued to hold a significant indirect position through GRAT 1.
Celsius Holdings, Inc. (CELH) insider Dean DeSantis, as trustee of the Carl DeSantis Revocable Trust with a 99% interest in CD Financial, LLC, reported the settlement of variable prepaid forward sale contracts tied to Celsius common stock. On November 13, 14, and 17, 2025, CD delivered 187,500 shares of common stock in each tranche through full physical settlement. These contracts, originally entered on November 3, 2022, obligated CD to deliver shares after tranche maturities while an unaffiliated buyer paid cash based on a pricing formula using a $27.7675 floor price and a $37.0234 cap price. For each maturity, the settlement price exceeded the cap price, so the buyer paid cash equal to the number of shares multiplied by $9.2559 per share.
Celsius Holdings (CELH)11/12/2025, the executive purchased 4,558 shares of common stock at $43.93 per share (transaction code P).
After this transaction, the reporting person beneficially owned 51,415 shares, held directly.
Celsius Holdings (CELH) filed an amended Form 8-K to add the required financial statements and unaudited pro forma information related to its completed acquisition of the Rockstar Energy brand in the U.S. and Canada. The amendment includes audited abbreviated financial statements for Rockstar as of and for the years ended December 28, 2024 and December 30, 2023, unaudited interim abbreviated financial statements as of June 14, 2025 and December 28, 2024 and for the 24 weeks ended June 14, 2025 and June 15, 2024, and unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 and for the six months ended June 30, 2025.
The company notes the pro forma data are presented for informational purposes only and are not necessarily indicative of future results.
Celsius Holdings (CELH) announced that its Board approved a share repurchase program authorizing the Company to buy back up to $300.0 million of its common stock. Repurchases may occur through open‑market purchases (including under a Rule 10b5‑1(c) trading plan), privately negotiated transactions, accelerated share repurchase arrangements, or other available methods.
The program has no expiration date, does not obligate the Company to repurchase any shares, and may be modified, suspended, or terminated by the Board at any time. The announcement was conveyed via a press release furnished as Exhibit 99.1.
Celsius Holdings, Inc. reported Q3 2025 results and completed major transactions with Pepsi, Alani Nu, and Rockstar. Revenue for the quarter was $725.1 million, up from $265.7 million a year ago, with gross profit of $372.3 million. The company recorded $246.7 million of distributor termination fees tied to transitioning Alani Nu distribution to Pepsi, resulting in an operating loss and a net loss of $61.0 million for the quarter.
For the first nine months of 2025, revenue reached $1.79 billion and net income was $83.3 million. Celsius closed the Alani Nu acquisition on April 1, 2025 for $1.275 billion in cash, 22,451,224 shares of common stock, and up to $25.0 million contingent consideration. On August 28, 2025, Celsius and Pepsi executed a Captaincy distribution arrangement, issued Series B Preferred Stock to Pepsi, amended the existing Series A Preferred Stock, and acquired Rockstar in the U.S. and Canada. The preliminary Rockstar purchase consideration was $307.8 million (non-cash), with $176.0 million recorded as an indefinite‑lived brand and $109.8 million as goodwill.
Cash and restricted cash totaled $932.5 million at quarter end. Long‑term debt was $861.5 million following a fully drawn $900.0 million term loan used to fund the Alani Nu cash consideration. Deferred revenue and deferred costs increased due to Pepsi‑related upfront arrangements recognized over the approximately 17‑year term.
Celsius Holdings (CELH) furnished its Q3 2025 results update. The company announced financial results for the third quarter and nine months ended September 30, 2025, and made its press release available as Exhibit 99.1.
Management scheduled a webcast on November 6, 2025 at 8:00 a.m. Eastern Time to discuss the results, with access via the company’s investor relations website. An investor presentation for the quarter is also available online. The materials, including Exhibit 99.1, are furnished and not deemed filed under Section 18 of the Exchange Act.
Celsius Holdings (CELH) reported an insider transaction on Form 4 by its Chief Legal Officer, Richard Mattessich. On 11/01/2025, the insider had 1,319 shares of common stock withheld under transaction code F at $60.23 per share to cover taxes due upon the vesting of restricted stock units.
Following the withholding, the insider directly owns 32,104 shares of CELH common stock.
Celsius Holdings (CELH) reported an insider transaction by its Chief Financial Officer. On 10/16/2025, the CFO sold 5,000 shares of common stock at $65 per share under a Rule 10b5-1 trading plan adopted on September 13, 2024. Following the sale, the officer beneficially owned 99,227 shares, held directly. The filing was made by one reporting person.
Celsius Holdings (CELH): Form 4 insider transaction. A reporting person filed a sale of 40,000 shares of common stock on 10/10/2025 at $62.50 per share (Code S). After the transaction, the filer reported 221,245 shares beneficially owned with direct ownership. The filer indicated a relationship to the issuer consistent with board-level reporting.
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