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. 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.
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.