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. insider Dean DeSantis filed an amended Form 4 to correct a prior insider trading report. The amendment states that, as a result of the transaction dated 01/16/2026, he ceased to be a 10% owner of Celsius Holdings, a status change previously omitted.
The Vanguard Group reports beneficial ownership of 18,074,995 shares of Celsius Holdings Inc common stock, representing 7.01% of the class as of December 31, 2025.
Vanguard has shared voting power over 1,268,236 shares and shared dispositive power over all 18,074,995 shares, with no sole voting or dispositive authority. The shares are held for clients in the ordinary course of business, not to influence control of Celsius.
Celsius Holdings, Inc. insider activity centers on a structured share sale by an affiliated entity rather than a direct personal sale. CD Financial LLC, which is managed by reporting person William H. Milmoe and is 99% beneficially owned through the Carl DeSantis Revocable Trust, is the record holder of the shares.
On January 16, 20 and 21, 2026, CD settled three tranches of a prepaid variable forward sale contract entered in January 2023 with an unaffiliated buyer, electing full physical settlement for each tranche. For each tranche, CD was obligated to deliver 120,000 shares of Celsius common stock after tranche maturity, while the buyer paid cash based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share.
For all three tranche maturities, the settlement price was above the floor and below the cap, so CD delivered shares and received cash equal to the number of shares multiplied by the difference between the settlement price and the floor price. After these settlements, Milmoe continued to report more than 12.3 million Celsius shares as indirectly beneficially owned through CD.
Celsius Holdings’ 10% owner reporting person, Deborah DeSantis, reported indirect settlements of variable prepaid forward sale contracts through CD Financial LLC. CD Financial LLC, which is 99% beneficially owned by the Carl DeSantis Revocable Trust and managed by DeSantis, is the record holder of the Celsius (CELH) shares, and DeSantis has shared voting and dispositive power over them.
On January 16, 2026, January 20, 2026, and January 21, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on January 19, 2023, each tranche involving 120,000 shares of CELH common stock under a variable prepaid forward sale contract with full physical settlement. For each tranche, the contract obligated CD to deliver 120,000 shares after maturity in exchange for cash determined by a formula using a floor price of $29.0933 and a cap price of $38.7911.
On the maturity dates, the volume-weighted average price for each tranche was above the floor price and below the cap price, so the cash paid to CD was based on the excess of the settlement price over the floor. Following the last reported transaction on January 21, 2026, CD held 12,322,396 CELH common shares indirectly attributed to DeSantis.
Celsius Holdings’ 10% owner, through CD Financial LLC, settled three tranches of a prepaid variable forward sale on CELH common stock. The variable prepaid forward, originally entered on January 19, 2023 with an unaffiliated buyer, was fully physically settled in tranches maturing on January 15, 16, and 20, 2026.
For each tranche, CD was obligated to deliver 120,000 shares of Celsius common stock and, in return, receive cash based on the stock’s volume‑weighted average price on the maturity date. The formula paid CD the product of the 120,000‑share amount and the excess of the settlement price over a floor price of $29.0933 per share, up to a cap price of $38.7911 per share. On each maturity date, the settlement price was above the floor but below the cap, so cash was determined by this formula. Following these transactions, the reporting person continued to hold an indirect stake through CD with shared voting and dispositive power.
A shareholder has filed a Rule 144 notice indicating an intention to sell up to 1,692,142 shares of common stock through Charles Schwab & Co. on or about 01/21/2026 on NASDQ. The filing lists an aggregate market value of $95,826,001.00 for these shares and states that there are 257,785,297 shares of the same class outstanding. The securities to be sold were originally acquired on 08/08/2008 via a conversion of preferred stock, in a transaction involving 21,103,446 shares, with payment dated the same day and described as non-cash (N/A for nature of payment).
Celsius Holdings, Inc. insider activity centers on a derivative payoff rather than an open-market trade. CD Financial LLC, an entity managed by reporting person William H. Milmoe and largely owned through the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale transaction entered in 2023 with an unaffiliated buyer. On January 13, 14, and 15, 2026, CD elected full physical settlement, delivering 120,000 shares of CELH common stock for each tranche, for a total of 360,000 shares.
Under the contract, CD was obligated to deliver the shares after each tranche matured, while the buyer paid cash amounts based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share. Following these settlements, CD remained the indirect holder of 12,682,396 CELH shares for which the reporting person has shared voting and dispositive power.
Celsius Holdings 10% owner reports settlement of prepaid share contracts through an affiliated entity. CD Financial LLC, which is managed by reporting person Deborah DeSantis and is majority owned via the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale transaction with an unaffiliated buyer.
On January 13, 14, and 15, 2026, CD delivered 120,000 CELH common shares for each tranche, for a total of 360,000 shares, in full physical settlement of the contracts. For each tranche, the cash paid to CD was based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share, with settlement prices between those levels. After these transactions, CD’s indirectly held beneficial ownership reported for DeSantis was 12,682,396 CELH shares as of January 15, 2026.
Celsius Holdings, Inc. insider activity centers on the settlement of a prepaid variable forward sale by an affiliated entity. Dean DeSantis, a more-than-10% owner, reports transactions that were carried out indirectly through CD Financial LLC, which is the record holder of the shares and in which a related trust holds a 99% beneficial interest. On January 13, 14, and 15, 2026, CD physically settled three tranches of a variable prepaid forward, delivering 120,000 CELH common shares on each date at a reported price of $38.7911 per share. Following these deliveries, indirect beneficial ownership reported was 12,922,396, then 12,802,396, and finally 12,682,396 CELH shares. The cash paid to CD for each tranche was determined by a formula that compares the share price at maturity to a $29.0933 floor price and a $38.7911 cap price, with all settlement prices falling between the floor and the cap.
Celsius Holdings, Inc. director and more than 10% owner reported three indirect sales of common stock, each for 187,500 shares, on November 13, 14, and 17, 2025 at a price of $37.0234 per share. After these transactions, the filing shows indirect beneficial ownership of 16,984,270, 16,796,770, and 16,609,270 shares, respectively.
The report is an amendment that corrects the amounts of securities beneficially owned after each transaction date. The original and several subsequent reports had inadvertently overstated the indirect beneficial ownership figure by 1,318,097 shares for each referenced date.