8-K filed August 29, 2025, 7:59 PM ET ticker CELH CIK 0001341766

M&A confidence high sentiment positive materiality 0.88

Celsius issues $585M Series B preferred to PepsiCo, acquires Rockstar Energy, expands distribution

Celsius Holdings, Inc.

Issued 390,000 Series B preferred shares to PepsiCo at $1,500/share for $585M cash.
Acquired Rockstar Energy brand in U.S. and Canada from PepsiCo; purchase price set-off against preferred sale.
Extended distribution agreement to include Alani Nu and Rockstar products; PepsiCo grants 'Captaincy' with commercially reasonable efforts.
PepsiCo appoints Michael Del Pozzo to Board, increasing size to 10 directors; two board seats now held by PepsiCo.
Series B preferred bears 5% cumulative dividend, convertible at 28.99 common shares per preferred; Series A terms amended.

item 1.01 item 5.03 item 8.01 item 1.02 item 2.01 item 3.02 item 3.03 item 5.02 item 5.07 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001193125-25-192888
form_type: 8-K
ticker: CELH
cik: 0001341766
company_name: Celsius Holdings, Inc.
filed_at: 2025-08-29T23:59:59+00:00
discovered_at: 2026-05-14T18:02:43.782212+00:00
generated_at: 2026-05-17T09:10:14.287378+00:00
sec_items: ["1.01", "5.03", "8.01", "1.02", "2.01", "3.02", "3.03", "5.02", "5.07", "9.01"]
event_type: m_and_a
sentiment: positive
materiality_score: 0.88
calibrated_materiality_score: 0.88
confidence: high
secwatch_canonical_url: https://secwatch.observer/filing/0001193125-25-192888
json_url: https://secwatch.observer/filing/0001193125-25-192888.json
markdown_url: https://secwatch.observer/filing/0001193125-25-192888.md
text_url: https://secwatch.observer/filing/0001193125-25-192888.txt
edgar_index_url: https://www.sec.gov/Archives/edgar/data/1341766/000119312525192888/0001193125-25-192888-index.htm
edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/1341766/000119312525192888/d877718d8k.htm
generated_by_model: deepseek-v4-flash:cloud@v2
review_status: machine_generated
human_reviewed: false
corrected: false
correction_note: null
correction_timestamp: null
superseded_by: null

JSON Markdown Plain text

Source-grounded claims

5bc65965ee438266578cc5792e2b4206e7c92235

Celsius Holdings, Inc.: Filed Certificate of Amendment to Series A Preferred Stock Certificate of Designation to align certain terms with the Series B Certificate, including definition and redemption/conversion dates.

The Certificate of Amendment amends the Series A Certificate solely to align certain terms contained therein to those contained in the Series B Certificate, including updating the definition of “Distribution Agreement” to refer to the A&R U.S. Distribution Agreement, and amending certain dates related to redemption and conversion to match those included in the Series B Certificate.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

6efc8bfa496b381c952da9ffd8b0b5daf79ee7c6

Celsius Holdings, Inc.: Filed Series B Certificate of Designation designating 390,000 shares of Series B Preferred Stock with specific dividend, liquidation, conversion, and redemption terms.

The Series B Certificate designates and authorizes the issuance of up to 390,000 shares of Series B Preferred Stock, all of which were issued and sold to PepsiCo under the Series B Purchase Agreement and are initially convertible at the rate of 28.99 shares of the Company’s Common Stock for each share of Series B Preferred Stock.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

2d78a4cc3fd9c9740aa3dfb4550dfc8b38c5e6ed

Celsius Holdings, Inc. completed an acquisition involving PepsiCo, Inc. for aggregate purchase price of $585.0 million in cash (closed 2025-08-28).

B Convertible Preferred Stock” (the “ Series B Preferred Stock ” and, together with the Series A Preferred Stock, the “ Preferred Stock ”), for an aggregate purchase price of $585.0 million in cash. Subject to the satisfaction of certain conditions, as set forth in the Certificate of Designation of Series B Convertible Preferred Stock, setting forth the rights,

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

ESAB

ESAB completes $1.45B acquisition of Eddyfi Technologies

ESAB Corp June 2, 2026, 6:41 AM ET m_and_a Items 2.01, 3.02, 5.03, 3.03, 7.01, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.02, 3.03, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

The Certificate of Amendment amends the Series A Certificate solely to align certain terms contained therein to those contained in the Series B Certificate, including updating the definition of “Distribution Agreement” to refer to the A&R U.S. Distribution Agreement, and amending certain dates related to redemption and conversion to match those included in the Series B Certificate.

Comparable filing

On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

Filing page SEC filing

GIG

Hadron Energy closes SPAC merger with GigCapital7; 84% of public shares redeemed

GigCapital7 Corp. May 29, 2026, 7:45 PM ET m_and_a Items 2.01, 3.02, 5.02, 9.01, 3.03, 4.01, 5.01, 5.03, 5.06, 8.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.02, 3.03, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

The Certificate of Amendment amends the Series A Certificate solely to align certain terms contained therein to those contained in the Series B Certificate, including updating the definition of “Distribution Agreement” to refer to the A&R U.S. Distribution Agreement, and amending certain dates related to redemption and conversion to match those included in the Series B Certificate.

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company.

Filing page SEC filing

AMWD

American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share

AMERICAN WOODMARK CORP May 28, 2026, 9:17 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

The Certificate of Amendment amends the Series A Certificate solely to align certain terms contained therein to those contained in the Series B Certificate, including updating the definition of “Distribution Agreement” to refer to the A&R U.S. Distribution Agreement, and amending certain dates related to redemption and conversion to match those included in the Series B Certificate.

Comparable filing

the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.

Filing page SEC filing

OLOX

Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform

OLENOX INDUSTRIES INC. May 28, 2026, 8:30 AM ET m_and_a Items 1.01, 5.03, 2.01, 2.03, 3.02, 7.01, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

The Certificate of Amendment amends the Series A Certificate solely to align certain terms contained therein to those contained in the Series B Certificate, including updating the definition of “Distribution Agreement” to refer to the A&R U.S. Distribution Agreement, and amending certain dates related to redemption and conversion to match those included in the Series B Certificate.

Comparable filing

On May 26, 2026, in connection with the closing of the Acquisition, the Company filed a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and restrictions of the Series D Preferred Stock.

Filing page SEC filing

Veris Residential, L.P.

Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium

Veris Residential, L.P. May 27, 2026, 4:44 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.03, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

The Certificate of Amendment amends the Series A Certificate solely to align certain terms contained therein to those contained in the Series B Certificate, including updating the definition of “Distribution Agreement” to refer to the A&R U.S. Distribution Agreement, and amending certain dates related to redemption and conversion to match those included in the Series B Certificate.

Comparable filing

Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.

Filing page SEC filing

APAD

Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M

Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

The Certificate of Amendment amends the Series A Certificate solely to align certain terms contained therein to those contained in the Series B Certificate, including updating the definition of “Distribution Agreement” to refer to the A&R U.S. Distribution Agreement, and amending certain dates related to redemption and conversion to match those included in the Series B Certificate.

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

B Convertible Preferred Stock” (the “ Series B Preferred Stock ” and, together with the Series A Preferred Stock, the “ Preferred Stock ”), for an aggregate purchase price of $585.0 million in cash. Subject to the satisfaction of certain conditions, as set forth in the Certificate of Designation of Series B Convertible Preferred Stock, setting forth the rights,

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

The Certificate of Amendment amends the Series A Certificate solely to align certain terms contained therein to those contained in the Series B Certificate, including updating the definition of “Distribution Agreement” to refer to the A&R U.S. Distribution Agreement, and amending certain dates related to redemption and conversion to match those included in the Series B Certificate.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

Source: SEC EDGAR

accession 0001193125-25-192888

view filing index on sec.gov

view primary document

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.