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AI brief of an SEC Form 8-K · Celsius (CELH)

Celsius agrees to buy Alani Nu for $1.8 billion in cash and stock

Mixed Impact 4 of 5 m&a Written later

Celsius agreed to acquire all membership interests in Alani Nu from its founders and Congo Brands for $1.275 billion in cash, 22,451,224 Celsius shares valued at $500 million, and up to $25 million more tied to 2025 sales. The deal is expected to close in the second quarter of 2025, subject to antitrust clearance, and the filing says it is not conditioned on financing. Shareholders face a large cash outlay and share issuance, with the stock portion equal to roughly 8.7% pro forma ownership according to the press release.

Key points

  • Cash consideration of $1.275 billion, subject to adjustment, plus 22,451,224 shares of common stock valued at $500 million
  • Up to $25 million in additional cash payable only if 2025 Alani Nu net sales meet an agreed target
  • Closing expected in the second quarter of 2025; Celsius must pay Alani Nu a $53.25 million termination fee if the deal fails on antitrust grounds
  • Press release says $900 million of fully committed debt financing and about $375 million of cash on hand will fund the cash portion

The filing

CompanyCelsius (CELH)
Form8-K, current report
Filed with the SECFeb 20, 2025, 4:34 PM ET
Accession number0001341766-25-000018

Items reported: 1.01 Material Definitive Agreement2.02 Results of Operations3.02 Unregistered Equity Sale7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 1:17 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on February 20, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.