Offerings // Celsius Holdings, Inc.

CELH offering history

Every offering-related filing in Celsius Holdings, Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 1,005 filings back to Jan 3, 2011.

Last executed offering
Aug 29, 2025
8-K — priced deal (shares or notes)
Last registration (announced)
May 16, 2024
S-3ASR — capacity, not a sale
Executed, last 12 months
0
424B pricings + 8-K 3.02 sales
Registered, last 12 months
0
S-1/S-3/F-series registrations
DateFilingWhat it means
Aug 29, 20258-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Jun 20, 2025424B7 →UPDATEResale prospectus — existing holders registering to sell
Apr 1, 20258-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Feb 20, 20258-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
May 16, 2024S-3ASR →REGISTEREDAutomatic shelf registration — effective immediately (large filers)
Aug 3, 20228-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Jan 7, 2022424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jun 11, 2021424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jun 9, 2021RW →WITHDRAWNRegistration withdrawn
Jun 9, 2021S-3ASR →REGISTEREDAutomatic shelf registration — effective immediately (large filers)
Jun 9, 2021424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 10, 2021S-3 →REGISTEREDS-3 registration — capacity to sell shares, not a sale yet
Sep 23, 2020424B3 →UPDATEProspectus update — often a resale registration, not necessarily new capital
Sep 23, 2020EFFECT →EFFECTIVESEC declared a registration effective — selling can begin
Sep 17, 2020S-3 →REGISTEREDS-3 registration — capacity to sell shares, not a sale yet
Aug 20, 20208-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Sep 13, 2019424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Sep 11, 2019424B5 →EXECUTEDShelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 1, 2019EFFECT →EFFECTIVESEC declared a registration effective — selling can begin
Dec 27, 2018S-3/A →REGISTEREDS-3/A registration — capacity to sell shares, not a sale yet
Dec 19, 20188-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Dec 19, 2018S-3 →REGISTEREDS-3 registration — capacity to sell shares, not a sale yet
Mar 14, 20178-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
Feb 1, 20178-K →EXECUTEDUnregistered share sale disclosed (8-K item 3.02)
CELH offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes — EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full CELH workspace →
CELH offering FAQ

When did CELH last execute an offering?

Per SEC filings, Celsius Holdings, Inc.'s most recent priced offering document is a 8-K filed 2025-08-29. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did CELH last announce or register an offering?

The most recent registration is a S-3ASR filed 2024-05-16. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.

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