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, Inc. (CELH)
Celsius Holdings, Inc. (CELH)
On November 13, 14, and 17, 2025, GRAT 1 delivered 112,500 CELH common shares in each tranche for full physical settlement, at a reference cap price of $37.0234 per share. After these transactions, GRAT 1 continued to hold 1,462,500 CELH shares indirectly. The settlement formula tied cash paid to GRAT 1 to the volume-weighted average price on each maturity date, with a floor price of $27.7675, a cap price of $37.0234, and an incremental amount of $9.2559 per share when the settlement price exceeded the cap.
Celsius Holdings, Inc. (CELH) discloses that an affiliated entity of a major holder settled three tranches of a variable prepaid forward sale contract on company stock. On November 13, 14, and 17, 2025, CD Financial LLC delivered 187,500 shares of CELH common stock per tranche under contracts originally entered on November 3, 2022, electing full physical settlement. The contracts required CD to deliver shares after each tranche’s maturity, while the buyer paid cash based on a formula tied to the volume‑weighted average price versus a floor price of $27.7675 and a cap price of $37.0234. For each maturity date, the settlement price exceeded the cap price, so the buyer’s cash payments were calculated using a fixed spread of $9.2559 per share.
Celsius Holdings, Inc. (CELH) reported an insider transaction involving the settlement of previously arranged variable prepaid forward sale contracts. An affiliated entity, CD Financial, LLC, which is 99% beneficially owned through a trust for which the reporting person is a trustee, disposed of blocks of 187,500 shares of CELH common stock on each of November 13, 14, and 17, 2025 at a reported price of $37.0234 per share, all held indirectly.
These trades reflected full physical settlement of three tranches of a prepaid variable forward sale entered on November 3, 2022, under which CD delivered CELH shares T+1 after each tranche matured. The buyer was required to pay cash based on a formula using a floor price of $27.7675, a cap price of $37.0234, and a fixed spread of $9.2559. Because the settlement price on each maturity date exceeded the cap price, CD transferred CELH shares and received cash amounts calculated under the cap-based formula, leaving the related derivative positions at zero.
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.
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