Celsius (CELH) insider clarifies end of 10% shareholder role

Rhea-AI Filing Summary

Celsius Holdings, Inc. insider Dean DeSantis filed an amended Form 4 to correct a prior insider trading report. The amendment states that, as a result of the transaction dated 01/16/2026, he ceased to be a 10% owner of Celsius Holdings, a status change previously omitted.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DeSantis Dean

(Last) (First) (Middle)

190 S.E. 5TH AVENUE, SUITE 200

(Street)

DELRAY BEACH FL 33483

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

1. This Form 4/A is filed to correct the omission to indicate that the Reporting Person ceased to be a 10% owner as a result of the reported transaction.

	/s/ Dean DeSantis	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does this Form 4/A for CELH disclose about Dean DeSantis?

The Form 4/A shows that Dean DeSantis amended a prior insider transaction report for Celsius Holdings, Inc. It clarifies that, following the transaction dated 01/16/2026, he no longer qualified as a 10% owner of the company, correcting a previous omission in the filing.

Why was the Celsius Holdings (CELH) insider Form 4 amended?

The Form 4 was amended to fix an omission regarding ownership status. The amendment explicitly notes that Dean DeSantis ceased to be a 10% owner as a result of the 01/16/2026 transaction, ensuring the insider ownership information on record accurately reflects his changed status.

What change in ownership status is reported for CELH in this Form 4/A?

The filing states that Dean DeSantis stopped being a 10% owner of Celsius Holdings, Inc. The change occurred as a result of the transaction dated 01/16/2026, and the amendment was necessary to clearly indicate this shift in beneficial ownership status in official records.

Does the Form 4/A for Celsius Holdings include new transaction details?

The excerpted Form 4/A focuses on correcting ownership status, not adding new transaction figures. It highlights that the earlier report failed to show that the transaction on 01/16/2026 caused Dean DeSantis to lose his 10% owner status, and updates that disclosure accordingly.

Who signed the amended CELH Form 4 and when?

The amended Form 4 for Celsius Holdings, Inc. was signed by Dean DeSantis. The signature line in the document shows “/s/ Dean DeSantis” with a date of 02/10/2026, confirming his certification of the corrected ownership information included in this amendment.

What is the earliest transaction date referenced in this CELH Form 4/A?

The Form 4/A identifies 01/16/2026 as the earliest transaction date. That transaction is important because it is the event after which Dean DeSantis was no longer a 10% owner, a fact the amendment specifically adds after being omitted in the prior version.