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.
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.
Paul H. Storey, Chief Supply Chain Officer of Celsius Holdings, Inc. (CELH), reported the sale of 7,500 shares of the company's common stock on 09/03/2025 at a weighted-average price of $60.93 per share. After the sale he beneficially owns 37,550 shares outright and an additional 450 shares held indirectly by his spouse. The Form 4 was signed by an attorney-in-fact on 09/05/2025. The filing notes the sale occurred in multiple transactions with prices ranging from $60.93 to $60.95.
Celsius Holdings (CELH) filed a Form 144 indicating a proposed sale of 7,500 common shares through Fidelity Brokerage Services with an aggregate market value of $456,981.72. The filing shows the shares equal the sum of restricted stock vesting awards received as compensation on 01/08/2024 (698 shares), 01/01/2025 (2,305 shares), 03/01/2025 (1,377 shares) and 05/05/2025 (3,120 shares), totaling 7,500 shares. The filer reports no securities sold in the past three months. The proposed approximate sale date is 09/03/2025, and the filing includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.
Celsius Holdings, Inc. entered into a series of transactions with PepsiCo, Inc. under which PepsiCo previously purchased 1,466,666 shares of Series A Convertible Preferred Stock and, on the Closing Date, purchased 390,000 shares of newly created Series B Convertible Preferred Stock for an aggregate purchase price of $585.0 million in cash. Each share of Series B is initially convertible into 11,304,348 shares of common stock (on an as-converted basis). The parties amended and restated the registration rights agreement to include the common stock issuable on conversion of Series B and preserved customary demand, resale and piggyback registration rights for PepsiCo. PepsiCo became the Company’s exclusive U.S. distributor for certain beverage products in the defined territory under an amended distribution agreement, and a channel transition agreement covers transfer of certain existing Alani Nu distribution rights and related financial commitments. The Board was increased from nine to ten members and Michael Del Pozzo was appointed as a PepsiCo designee; board designation rights for PepsiCo are subject to ownership thresholds. Several definitive agreements and certificates were executed and filed as exhibits.
Jarrod Langhans, Chief Financial Officer of Celsius Holdings, Inc. (CELH), reported an insider sale. On 08/18/2025 he disposed of 5,000 shares of CELH common stock at $60.00 per share, leaving him with 104,227 shares beneficially owned after the transaction. The filing indicates the sale was effected under a Rule 10b5-1 trading plan that the reporting person adopted on September 13, 2024. The Form 4 was signed by an attorney-in-fact on 08/19/2025. No derivative transactions or additional material details are disclosed in this filing.
Form 144 filed for Celsius Holdings, Inc. (CELH) reports a proposed sale of 5,000 common shares to be executed through UBS Financial Services on Nasdaq with an aggregate market value of $300,000. The filing shows the issuer has 257,946,135 shares outstanding.
The shares being sold were originally acquired as RSU grants: 4,450 shares on 04/18/2022 and 550 shares on 08/19/2022. The filing also discloses a prior sale of 5,000 common shares on 08/07/2025 that generated $255,900 in gross proceeds. The filer certifies they are not aware of undisclosed material adverse information.
Jarrod Langhans, Chief Financial Officer of Celsius Holdings, Inc. (CELH) reported the sale of 5,000 shares of the issuer's common stock on 08/07/2025 at a reported price of $51.18 per share. After this transaction the filing shows the reporting person beneficially owns 109,227 shares.
The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 13, 2024. No derivative transactions are reported in the filing and no other changes to ownership or company operations are disclosed in the document.
John Fieldly, who is both Chief Executive Officer and a director of Celsius Holdings, Inc. (CELH), reported a sale of 143,167 shares of the company's common stock on 08/07/2025 at a reported price of $51.18 per share. After the reported transaction, the filing shows he directly beneficially owned 895,410 shares.
The Form 4 indicates the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 7, 2025. The form was filed by one reporting person and signed by an attorney-in-fact on 08/08/2025.
Celsius Holdings reported sizeable growth in the first half of 2025 driven by its April 1, 2025 acquisition of Alani Nu and strong North American sales. Revenue rose to $739.3 million for the quarter (from $402.0 million prior-year) and $1.07 billion for six months (from $757.7 million). Quarterly net income was $99.9 million, with net income attributable to common stockholders of $85.7 million and basic EPS of $0.33. Gross profit expanded to $380.9 million.
The balance sheet reflects the Acquisition: total assets increased to $3.795 billion from $1.767 billion, goodwill rose to $802.2 million, and indefinite-lived brands were recognized at $1.104 billion. The company drew a $900 million term loan (long-term debt net of discounts $862.9 million) to partially fund the acquisition and used cash on hand, reducing cash to $615.2 million. Promotional allowances and concentrations with a major distributor (Pepsi) remain material. Pro forma metrics show higher combined revenue and net income when Alani Nu is included for prior periods.