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) reported insider activity involving a large shareholder. A director and 10% owner, reporting as a co-representative of the Estate of Carl DeSantis with shared control over GRAT 1, LLC, disclosed the settlement of three tranches of a prepaid variable forward sale entered into in 2022 with a third-party buyer. On November 21, 24, and 25, 2025, GRAT 1 delivered 112,500 CELH common shares on each date, recorded as indirect dispositions. Following these transactions, the insider’s indirect beneficial ownership shown in the filing declined to 787,500 shares. The contracts used a floor price of $27.7675 and a cap price of $37.0234, and on each maturity date the settlement price exceeded the cap, triggering cash payments to GRAT 1 under the formula described.
Celsius Holdings, Inc. (CELH) insider activity: A major shareholder reported settling three tranches of a prepaid variable forward sale through CD Financial LLC on November 21, 24, and 25, 2025. For each tranche, CD delivered 187,500 shares of CELH common stock, shown at a transaction price of $37.0234 per share, under a variable prepaid forward sale structure.
After these settlements, the reporting person’s indirect beneficial ownership decreased from 17,723,367 CELH shares to 17,348,367 shares, all held indirectly through CD Financial LLC and related trust structures. The contracts obligated CD to deliver shares after each tranche’s maturity while the counterparty paid cash based on a formula tied to CELH’s share price, with settlements occurring when the stock price exceeded the defined cap price.
Celsius Holdings (CELH) major shareholder and director-level reporting person Dean DeSantis reported the settlement of three variable prepaid forward sale contracts tied to CELH common stock, held indirectly through GRAT 1, LLC, which is owned by the Estate of Carl DeSantis. On November 21, 24, and 25, 2025, GRAT 1 delivered 112,500 shares of CELH common stock on each date, at a reference cap price of $37.0234 per share, reducing its indirect holdings from 1,012,500 to 787,500 shares. These contracts, originally entered on November 3, 2022, were settled by delivering shares in full physical settlement, while the unaffiliated buyer paid cash to GRAT 1 based on a formula using a floor price of $27.7675, a cap price of $37.0234, and a fixed spread of $9.2559 when the settlement price exceeded the cap.
Celsius Holdings, Inc. (CELH) reported insider activity by a major shareholder and director through a Form 4. The reporting person is a trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD Financial, LLC, the record owner of the shares. On November 21, 24 and 25, 2025, CD settled three tranches of a prepaid variable forward sale transaction originally entered on November 3, 2022 with an unaffiliated buyer.
For each tranche, CD elected full physical settlement and delivered 187,500 shares of CELH common stock under a variable prepaid forward sale contract. The contract formula tied cash paid to CD to the volume-weighted average price of CELH on each maturity date, with a floor price of $27.7675 and a cap price of $37.0234. The filing states that on each maturity date the settlement price exceeded the cap price, so the buyer’s cash payment was calculated using the cap spread of $9.2559 per share. Following these transactions, CD continued to hold a substantial indirect position in CELH shares.
Celsius Holdings (CELH) insider Deborah DeSantis, reporting as a 10% owner through CD Financial, LLC, disclosed the physical settlement of three tranches of a prepaid variable forward sale contract entered into in 2022. On November 21, 24, and 25, 2025, CD delivered 187,500 shares of common stock on each date at a reference price of $37.0234 per share, reported as dispositions of indirectly held shares.
The contract required CD to deliver shares and receive cash based on a formula using a floor price of $27.7675 and a cap price of $37.0234. The settlement price on each maturity date was above the cap price, so CD received cash equal to the share number multiplied by $9.2559 per share while transferring shares to the buyer. After the final settlement, CD’s indirectly owned Celsius shares reported for DeSantis totaled 17,348,367.
Celsius Holdings (CELH) insider activity centers on a structured share sale. A reporting person linked to the Estate of Carl DeSantis, which fully owns GRAT 1, LLC, reported indirect sales of common stock tied to a prepaid variable forward sale agreement.
On November 18, 19, and 20, 2025, GRAT 1 delivered 112,500 CELH shares on each date, reducing its indirect beneficial holdings to 1,125,000 shares. These deliveries settled three tranches of a variable prepaid forward contract entered in November 2022 with an unaffiliated buyer.
The contract used a pricing formula based on the volume-weighted average price of CELH stock versus a floor price of $27.7675 and a cap price of $37.0234. On each maturity date, the settlement price exceeded the cap, so GRAT 1 delivered shares and received cash amounts calculated at $9.2559 per share times 112,500 shares for each tranche.
Celsius Holdings, Inc. (CELH) reported insider activity by a 10% owner through a Form 4 filing. An affiliated entity, CD Financial LLC, which is managed and largely owned through a trust by the reporting person, settled three tranches of a variable prepaid forward sale contract entered into with an unaffiliated buyer in 2022.
On November 18, 19, and 20, 2025, CD delivered 187,500 shares of CELH common stock for each tranche in full physical settlement of the contract. After these transactions, the reporting person indirectly beneficially owned 17,910,867 CELH shares through CD. The settlement followed a formula based on the stock’s volume-weighted average price versus a floor price of $27.7675 and a cap price of $37.0234, with the buyer paying cash amounts calculated under that formula.
Celsius Holdings, Inc. (CELH) reported insider activity related to a prepaid variable forward sale contract on its common stock. The filing shows that GRAT 1, LLC, which is 100% beneficially owned by the Estate of Carl DeSantis and over which the reporting person shares voting and dispositive control, settled three tranches of this contract.
On November 18, 19, and 20, 2025, GRAT 1 elected full physical settlement for each tranche, delivering 112,500 shares of CELH common stock per tranche under an obligation to sell. The contract used a floor price of $27.7675 and a cap price of $37.0234; because the volume-weighted average price on each maturity date was above the cap price, the buyer paid cash to GRAT 1 based on 112,500 shares multiplied by $9.2559 for each tranche.
Celsius Holdings, Inc. (CELH) reported insider activity by a director and 10% owner, Dean DeSantis, through entities he helps oversee. The filing shows indirect ownership via the Carl DeSantis Revocable Trust and CD Financial, LLC, which is the record holder of the shares.
On November 18, 19, and 20, 2025, CD settled three tranches of a variable prepaid forward sale transaction originally entered on November 3, 2022, electing full physical settlement. For each tranche, CD delivered 187,500 shares of CELH common stock 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. Because the settlement prices on November 17, 18, and 19, 2025 were above the cap price, the buyer paid CD cash equal to the number of shares delivered multiplied by $9.2559 per share. Following these transactions, the reported indirect beneficial ownership decreased from 18,285,867 to 17,910,867 shares.
Celsius Holdings, Inc. (CELH) reported an insider transaction involving a large existing shareholder. A reporting person affiliated with the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD Financial, LLC, disclosed three settlements of a prepaid variable forward sale contract. On November 18, 19, and 20, 2025, CD delivered 187,500 shares of CELH common stock on each date, for a total of 562,500 shares, in full physical settlement of three tranches of the contract.
Each tranche related to a variable prepaid forward sale entered on November 3, 2022 with an unaffiliated buyer. The filing states the contract used a floor price of $27.7675 and a cap price of $37.0234, and that the settlement price on each maturity date was greater than the cap price. Following these transactions, the reporting person indirectly beneficially owned 17,910,867 shares of Celsius common stock through CD Financial, LLC.