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. director and 10% owner filed an amended insider trading report correcting prior disclosures of indirectly owned common stock. The report shows three dispositions of 187,500 shares of common stock each on November 13, 14, and 17, 2025 at a price of $37.0234 per share, all reported as indirectly held. After these transactions, the filer reported beneficial ownership of 16,984,270, 16,796,770, and 16,609,270 shares, respectively.
The amendment explains that the original Form 4 filed on November 17, 2025 inadvertently overstated the amount of securities beneficially owned following each transaction date by 1,318,097 shares, and that several subsequent filings related to the same transactions also overstated holdings by the same amount. This filing is focused on correcting those ownership figures rather than changing the reported transaction amounts.
Celsius Holdings, Inc. reported an amended Form 4 for a reporting person who is a director and 10% owner, correcting previously reported indirect holdings after earlier sales of common stock. The filing restates that 187,500 shares of common stock were disposed of on each of November 13, 14, and 17, 2025 at a price of $37.0234 per share. After these transactions, the reporting person beneficially owned 16,984,270, 16,796,770 and 16,609,270 shares, respectively, held indirectly. The amendment explains that the original Form 4 and several subsequent filings had overstated the beneficially owned share amounts following each transaction date by 1,318,097 shares.
Celsius Holdings, Inc. (CELH) insider activity centers on the settlement of a prepaid variable forward sale by CD Financial LLC ("CD"), an entity associated with reporting person William H. Milmoe. CD, which is the record holder of the shares and in which the Carl DeSantis Revocable Trust holds a 99% beneficial interest, settled three tranches of a variable prepaid forward sale contract on January 8, 9, and 12, 2026, each covering 120,000 shares of Celsius common stock through full physical settlement.
For each tranche, CD was obligated to deliver 120,000 CELH shares to an unaffiliated buyer after tranche maturity, while the buyer paid CD cash based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share. Because the settlement prices on January 7, 8, and 9, 2026 were greater than the floor price and less than the cap price, CD delivered CELH shares and received cash amounts determined under that formula. Following the last reported transaction, 13,042,396 CELH shares were beneficially owned indirectly.
Celsius Holdings, Inc. reported an insider transaction involving an entity associated with major shareholder Deborah DeSantis. CD Financial LLC, for which she is manager and a trustee of a trust owning a 99% beneficial interest, is the record holder of the shares and she has shared voting and dispositive power over them.
On January 8, 9, and 12, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on January 19, 2023. For each tranche, CD disposed of 120,000 shares of Celsius common stock indirectly at a price of $38.7911 per share, with beneficial ownership reported as indirect. These settlements reflected full physical delivery of shares under variable prepaid forward contracts.
The contracts obligated CD to deliver 120,000 shares following each tranche’s maturity, while the buyer paid cash based on a formula using a floor price of $29.0933, a cap price of $38.7911, and an amount of $9.6978 if the settlement price exceeded the cap. For the relevant maturity dates, the settlement prices were above the floor and below the cap, triggering cash payments calculated under that formula.
Celsius Holdings insider activity centers on a structured share sale by an affiliated entity. CD Financial LLC, which is managed by Dean DeSantis and is majority owned through the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale transaction on CELH common stock that was originally entered into on January 19, 2023.
On January 8, 9, and 12, 2026, CD delivered 120,000 shares of Celsius common stock for each tranche, at a reported transaction price of $38.7911 per share, reducing its indirectly held position to 13,042,396 shares after the final settlement. The variable prepaid forward contracts required CD to deliver 120,000 shares per tranche in full physical settlement and entitled CD to cash amounts based on the volume-weighted average price on each maturity date, using a floor price of $29.0933 and a cap price of $38.7911.
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.