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. reported Q3 2025 results and completed major transactions with Pepsi, Alani Nu, and Rockstar. Revenue for the quarter was $725.1 million, up from $265.7 million a year ago, with gross profit of $372.3 million. The company recorded $246.7 million of distributor termination fees tied to transitioning Alani Nu distribution to Pepsi, resulting in an operating loss and a net loss of $61.0 million for the quarter.
For the first nine months of 2025, revenue reached $1.79 billion and net income was $83.3 million. Celsius closed the Alani Nu acquisition on April 1, 2025 for $1.275 billion in cash, 22,451,224 shares of common stock, and up to $25.0 million contingent consideration. On August 28, 2025, Celsius and Pepsi executed a Captaincy distribution arrangement, issued Series B Preferred Stock to Pepsi, amended the existing Series A Preferred Stock, and acquired Rockstar in the U.S. and Canada. The preliminary Rockstar purchase consideration was $307.8 million (non-cash), with $176.0 million recorded as an indefinite‑lived brand and $109.8 million as goodwill.
Cash and restricted cash totaled $932.5 million at quarter end. Long‑term debt was $861.5 million following a fully drawn $900.0 million term loan used to fund the Alani Nu cash consideration. Deferred revenue and deferred costs increased due to Pepsi‑related upfront arrangements recognized over the approximately 17‑year term.
Celsius Holdings (CELH) furnished its Q3 2025 results update. The company announced financial results for the third quarter and nine months ended September 30, 2025, and made its press release available as Exhibit 99.1.
Management scheduled a webcast on November 6, 2025 at 8:00 a.m. Eastern Time to discuss the results, with access via the company’s investor relations website. An investor presentation for the quarter is also available online. The materials, including Exhibit 99.1, are furnished and not deemed filed under Section 18 of the Exchange Act.
Celsius Holdings (CELH) reported an insider transaction on Form 4 by its Chief Legal Officer, Richard Mattessich. On 11/01/2025, the insider had 1,319 shares of common stock withheld under transaction code F at $60.23 per share to cover taxes due upon the vesting of restricted stock units.
Following the withholding, the insider directly owns 32,104 shares of CELH common stock.
Celsius Holdings (CELH) reported an insider transaction by its Chief Financial Officer. On 10/16/2025, the CFO sold 5,000 shares of common stock at $65 per share under a Rule 10b5-1 trading plan adopted on September 13, 2024. Following the sale, the officer beneficially owned 99,227 shares, held directly. The filing was made by one reporting person.
Celsius Holdings (CELH): Form 4 insider transaction. A reporting person filed a sale of 40,000 shares of common stock on 10/10/2025 at $62.50 per share (Code S). After the transaction, the filer reported 221,245 shares beneficially owned with direct ownership. The filer indicated a relationship to the issuer consistent with board-level reporting.
Michael Del Pozzo, identified as a director of Celsius Holdings (CELH), filed an initial Form 3 and reported that he does not beneficially own any securities of the issuer. The filing notes it was submitted by one reporting person and references a power of attorney for signature. No non-derivative or derivative holdings are listed.
Celsius Holdings, Inc. furnished an investor presentation to a syndicate of lenders as it evaluates a potential repricing and refinancing of its existing credit facilities. To comply with Regulation FD, the company is making selected financial information from this presentation publicly available as an exhibit.
The presentation includes unaudited pro forma financial information reflecting the April 1, 2025 acquisition of Alani Nutrition LLC as if it had been owned during the periods shown. Celsius explains that these pro forma figures are not prepared under Article 11 of Regulation S-X, may differ materially from Article 11-compliant data, and are for informational purposes only. The materials also contain non-GAAP financial measures, with reconciliations to GAAP provided in the exhibit, which the company believes help investors better understand its operations and assess shareholder value.
Insider transaction summary: William H. Milmoe, who is a director and manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust, reported a variable prepaid forward contract tied to Celsius Holdings, Inc. (CELH). Under the contract entered August 7, 2025, CD will receive $372,347,277.72 in cash on September 9, 2025 in exchange for an obligation to deliver up to 7,900,000 shares of Celsius common stock in approximately 15 equal components maturing from September 7 to September 27, 2027.
The pledged shares remain subject to dividend and voting rights during the pledge. Default or settlement mechanics depend on the settlement price relative to a Floor Price $48.4239 and a Cap Price $64.5652, which determine how many shares will be delivered or whether cash/net settlement will occur.
Deborah DeSantis, as trustee of the Carl DeSantis Revocable Trust, reported a variable prepaid forward transaction tied to Celsius Holdings, Inc. common stock. The report shows CD Financial, LLC entered into a contract with Citigroup Global Markets Inc. that can require delivery of up to 7,900,000 shares of CELH (or equivalent cash) in 15 approximately equal installments from Sept. 7, 2027 to Sept. 27, 2027. In exchange, CD will receive a cash payment of $372,347,277.72 on Sept. 9, 2025. CD pledged the 7.9 million shares to secure the obligation but retained voting and dividend rights during the pledge. The contract describes tiered settlement mechanics based on a Floor Price of $48.4239 and a Cap Price of $64.5652, and allows net or share settlement subject to conditions.
Dean DeSantis, as trustee, reported a variable prepaid forward transaction affecting 7,900,000 shares of Celsius Holdings, Inc. (CELH). CD Financial, LLC entered into the contract with Citigroup Global Markets Inc. on August 7, 2025, obligating CD to potentially deliver up to 7,900,000 shares in approximately 15 equal components maturing from September 7, 2027 to September 27, 2027. In exchange CD will receive $372,347,277.72 on September 9, 2025. The pledged shares secure the obligation while CD retains dividend and voting rights during the pledge. Settlement mechanics depend on a Floor Price of $48.4239 and a Cap Price of $64.5652, with formulas specified for share delivery or net/ cash settlement options.