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) filed a Form 4 reporting that shares were transferred by CD Financial LLC, an entity associated with 10% owner William H. Milmoe, in connection with a prepaid variable forward sale transaction. CD, which is managed by Milmoe and is majority-owned via the Carl DeSantis Revocable Trust, is the record holder of the shares.
On January 5, 6, and 7, 2026, CD settled three tranches of a variable prepaid forward (VPF) entered on January 19, 2023, electing full physical settlement. For each tranche, CD delivered 120,000 shares of Celsius common stock and received cash based on a formula using a floor price of $29.0933 and a cap price of $38.7911. Following the final settlement, Milmoe reports indirect beneficial ownership of 13,402,396 Celsius shares through CD.
Celsius Holdings, Inc. reported an insider derivatives settlement involving a major shareholder’s affiliated entity. CD Financial LLC, an entity managed by reporting person Deborah DeSantis and majority-owned through the Carl DeSantis Revocable Trust, is the record holder of the Celsius shares. On January 5, 6, and 7, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on January 19, 2023 with an unaffiliated buyer, electing full physical settlement for each tranche.
For each tranche, CD delivered 120,000 shares of Celsius common stock and received cash based on a formula tied to the volume-weighted average price, with a floor price of $29.0933 and a cap price of $38.7911. Following these settlements, 13,402,396 Celsius shares were indirectly beneficially owned, with the reporting person sharing voting and dispositive power over these shares through CD.
Celsius Holdings insider activity centers on a prepaid variable forward. A ten percent owner, Dean DeSantis, reported indirect transactions through CD Financial LLC, which holds the Celsius Holdings, Inc. (CELH) shares. On January 5, 6, and 7, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on January 19, 2023, electing full physical settlement.
For each tranche, the contract obligated CD to deliver 120,000 shares of CELH common stock after tranche maturity, in exchange for cash from the buyer determined by a formula. The cash amount depended on the tranche’s volume-weighted average price relative to a Floor Price of $29.0933 and a Cap Price of $38.7911, with an additional cap spread of $9.6978. Following the final reported transaction on January 7, 2026, CD indirectly held 13,402,396 shares of CELH common stock.
Celsius Holdings insider reports prepaid forward stock settlements. A reporting person classified as a director and 10% owner of Celsius Holdings, Inc. (CELH) disclosed the settlement of variable prepaid forward sale contracts tied to company common stock.
On December 24, 2025 and December 29, 2025, an affiliated entity, CD Financial LLC, disposed of 120,000 shares of common stock on each date at a reference price of $38.7911 per share, through physical settlement of tranches under a variable prepaid forward sale contract entered on January 19, 2023. After these transactions, the reporting person indirectly beneficially owned 14,122,396 shares of Celsius common stock through CD Financial LLC and a related trust structure.
The contract used a formula with a floor price of $29.0933 and a cap price of $38.7911, under which the unaffiliated buyer paid cash to CD when the settlement prices on December 23, 2025 and December 26, 2025 were above the floor but below the cap.
An officer of Celsius Holdings, Inc. serving as Chief Supply Chain Officer reported equity award activity. On December 9, 2025, the officer acquired 11,133 shares of common stock at $0 upon the vesting of performance-based restricted stock units under the company’s 2025 Omnibus Incentive Compensation Plan. To satisfy tax withholding on this vesting, 4,381 shares were withheld at a price of $43.21 per share. Following these transactions, the officer directly beneficially owned 44,302 shares and indirectly owned 450 shares through a spouse.
Celsius Holdings, Inc. reported an insider equity award for its Chief Commercial Officer. On 12/09/2025, the officer acquired 11,133 shares of common stock at a price of $0 from the vesting of performance-based restricted stock units issued under the company’s 2025 Omnibus Incentive Compensation Plan.
On the same date, 4,381 shares were withheld to satisfy tax withholding obligations tied to this vesting, at a price of $43.21 per share. After these transactions, the officer directly beneficially owns 86,954 shares of Celsius Holdings common stock.
Celsius Holdings, Inc. reported an equity transaction by its Chief Legal Officer. On 12/09/2025, the officer acquired 11,133 shares of common stock at $0 upon vesting of performance-based restricted stock units granted under the company’s 2025 Omnibus Incentive Compensation Plan. On the same date, 4,381 shares were disposed of at $43.21 per share to cover tax withholding related to that vesting. After these transactions, the officer directly beneficially owned 38,856 shares of Celsius Holdings common stock.
Celsius Holdings’ chief financial officer reported routine equity compensation activity in company stock. On 12/09/2025, the officer acquired 11,133 shares of Celsius Holdings, Inc. common stock at $0 per share upon vesting of performance-based restricted stock units granted under the company’s 2025 Omnibus Incentive Compensation Plan. On the same date, 4,381 shares were surrendered at $43.21 per share to cover tax withholding obligations tied to that vesting. Following these transactions, the officer directly beneficially owned 105,979 shares of Celsius Holdings common stock.
Celsius Holdings insider activity centers on a prepaid variable forward sale. A 10% owner, reporting indirect holdings through CD Financial LLC and a related trust, settled three tranches of a variable prepaid forward sale contract on December 2, 3, and 4, 2025. Each tranche involved the disposition of 187,500 shares of Celsius common stock through indirect ownership.
The contract, originally entered on November 3, 2022, required CD Financial LLC to deliver a fixed number of shares after each tranche’s maturity, while an unaffiliated buyer paid cash under a formula tied to the stock’s volume-weighted average price. For these three tranches, the settlement prices on December 1, 2, and 3, 2025 were above the cap price, so the buyer’s cash payments were determined using the maximum price spread defined in the contract, and the insider’s indirect beneficial ownership decreased accordingly.
Celsius Holdings insider activity: Dean DeSantis reported settling three variable prepaid forward sale contracts tied to indirect holdings of Celsius Holdings, Inc. common stock. Through GRAT 1, LLC, which is fully owned by the Estate of Carl DeSantis, 112,500 CELH shares were delivered to a third-party buyer on each of December 2, 3, and 4, 2025 at a reference cap price of $37.0234 per share.
The contracts required GRAT 1 to deliver 112,500 CELH shares per tranche after maturity, while the buyer paid cash amounts based on a formula using a floor price of $27.7675 and a cap price of $37.0234. Because the settlement price on each maturity date exceeded the cap price, cash paid to GRAT 1 was calculated using a fixed per-share spread of $9.2559. Following these three settlements, GRAT 1 indirectly held 225,000 CELH shares.