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.
Celsius Holdings, Inc. files its annual report describing a year of major expansion and rising complexity. The company now operates a broad energy and wellness portfolio under the CELSIUS®, Alani Nu® and Rockstar® brands, sold across North America, Europe, the Middle East and Asia-Pacific through multi-channel distribution.
A central theme is the deepened partnership with Pepsi. Pepsi became primary distributor for Celsius, Alani Nu and Rockstar in the U.S. and Canada under amended long-term agreements, and it holds all Series A and Series B preferred stock plus two Board seats. In 2025, sales to Pepsi represented 43.2% of total revenue and 46.2% of receivables as of December 31, highlighting significant customer and distribution concentration risk.
Celsius completed the Alani Nu Acquisition, paying $1.275 billion in cash, issuing 22,451,224 common shares and agreeing to up to $25.0 million in additional cash, funded partly by a new $900.0 million term loan and a $100.0 million revolving credit facility. A later refinancing replaced the original term loan with a $700.0 million term loan plus approximately $197.8 million of cash, reducing interest rates by 75 basis points.
The company also closed the Rockstar Acquisition from Pepsi and launched the long-term Captaincy structure, giving Celsius greater input into category management while increasing reliance on Pepsi’s execution. Extensive risk disclosures cover integration challenges, high leverage, evolving global regulation, cybersecurity and AI-related threats, supply-chain and raw material pressures, and potential brand and governance conflicts arising from Pepsi’s influence.
Fidelity Brokerage Services LLC submitted a Form 144 notice relating to Common shares of CELH. The filing lists multiple scheduled restricted stock vesting entries from 08/19/2024 through 01/01/2026 with discrete share amounts tied to each vesting date.
Celsius Holdings reported a defining 2025, with record full-year revenue of $2,515.3 million, up 85.5% from 2024, driven by the Alani Nu and Rockstar Energy acquisitions and 7.5% growth in the CELSIUS brand. Fourth-quarter revenue rose 117% to $721.6 million.
Full-year gross margin edged up to 50.4%, while non-GAAP adjusted EBITDA more than doubled to $619.6 million with a 24.6% margin. GAAP diluted EPS fell to $0.25 from $0.45, reflecting $327.5 million in distributor termination costs, acquisition-related expenses and higher SG&A. The company repaid $197.8 million of debt, repurchased $39.8 million of stock, and ended 2025 with $398.9 million in cash and cash equivalents.
Celsius Holdings, Inc. director Alkidas Jacoby Chrysso filed an initial insider ownership report on Form 3. This filing establishes his status as a director and sets the baseline for any future insider trading reports, but it does not list any specific stock transactions or share amounts.
Celsius Holdings, Inc. director John Short filed an initial insider ownership report on Form 3. This filing establishes his status as a director and provides the baseline disclosure of his holdings in Celsius Holdings as required under insider reporting rules, but does not list any specific transactions.
Celsius Holdings, Inc. received an amended Schedule 13G filing disclosing updated large shareholdings tied to the DeSantis family and related entities. The filing is based on 257,785,297 common shares outstanding as of October 31, 2025.
William H. Milmoe reports beneficial ownership of 15,411,708 shares, or 6.0% of the common stock, combining his personal holdings with shares held through CD Financial, LLC and the Estate of Carl DeSantis. Deborah DeSantis reports 19,577,490 shares, or 7.6%, including personal, spousal and trust holdings, while Dean DeSantis reports 19,467,895 shares, also 7.6%.
CD Financial, LLC alone holds 13,882,396 shares, or 5.3% of the company. The Carl DeSantis Retained Annuity Trust 2 holds 2,136,067 shares (0.8%), and the Estate of Carl DeSantis holds 1,318,067 shares (0.5%). GRAT 1, LLC reports no current holdings. The filing also details how trustees and personal representatives share voting and dispositive power across these entities.
Celsius Holdings reported several leadership changes. On February 10, 2026, Israel Kontorvsky and Michael Del Pozzo resigned from the board, and the company appointed PepsiCo executives Chrysso (Christy) Jacoby, 55, and John Short, 53, to fill the vacant seats until the 2026 annual meeting.
Jacoby joins the Audit and Enterprise Risk Committee and Short joins the Governance and Nominating Committee. Both were designated under PepsiCo’s August 28, 2025 securities purchase agreement and will not receive board compensation. The board also named Tony Guilfoyle Chief Customer Officer, and he will no longer be considered an executive officer under SEC rules.
Celsius Holdings, Inc. insider William H. Milmoe filed an amended Form 4 concerning his ownership in the company. The amendment notes that, as a result of the reported transaction dated 01/16/2026, he ceased to be a 10% owner of Celsius.
The filing is made by a single reporting person and clarifies an omission in the earlier version, formally updating his relationship to the issuer from a 10% owner to a non-10% owner.
Celsius Holdings, Inc. reported that an insider filed an amended Form 4 to correct a prior disclosure about their ownership status. The amendment clarifies that the reporting person ceased to be a 10% owner of Celsius Holdings as a result of the transaction dated 01/16/2026.