8-K
filed August 29, 2025, 7:59 PM ET
ticker CELH
CIK 0001341766
M&A
confidence high
sentiment positive
materiality 0.88
Celsius Holdings, Inc. (CELH): M&A transaction — 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.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
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.
- Change
- charter amendment
Exact text from the 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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
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.
- Change
- charter amendment
Exact text from the filing
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.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Celsius Holdings, Inc. completed an acquisition involving PepsiCo, Inc. for aggregate purchase price of $585.0 million in cash (closed 2025-08-28).
- Action
- acquisition
- Counterparty
- PepsiCo, Inc.
- Consideration
- aggregate purchase price of $585.0 million in cash
- Closing
- 2025-08-28
Exact text from the 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,
View on SEC.gov
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