Celsius Holdings holder settles prepaid forward

Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract on CELH common stock.

Rhea-AI Filing Summary

Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract on CELH common stock. On July 15–17, 2026, CD transferred 150,000 shares per tranche to an unaffiliated buyer at $46.2527 per share after the volume-weighted average prices on the maturity dates were below the contract $41.6275 Floor Price, resulting in physical share settlement without additional payment. Following these dispositions, CD continued to hold 12,532,396 CELH shares indirectly, with DeSantis sharing voting and dispositive power.

Insider Trade Summary

Other: 900,000 shares

Other 6 txns

Insider DeSantis Dean

Role Insider

Type	Security	Shares	Price	Value
Other	Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1	150,000	$0.00	$0.00
Other	Common Stock F2, F3, F1	150,000	$46.2527	$6.94M
Other	Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1	150,000	$0.00	$0.00
Other	Common Stock F2, F3, F1	150,000	$46.2527	$6.94M
Other	Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1	150,000	$0.00	$0.00
Other	Common Stock F2, F3, F1	150,000	$46.2527	$6.94M

Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 contracts (Indirect, See Footnote); Common Stock — 12,532,396 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.
2. F2. On July 15, 2026, July 16, 2026, and July 17, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.
3. F3. On the maturity dates for each tranche (July 14, 2026, July 15, 2026, and July 16, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.

Key Figures

Shares delivered per tranche: 150,000 shares Per-share reported price: $46.2527 per share Floor Price under VPF: $41.6275 per share +3 more

6 metrics

Shares delivered per tranche 150,000 shares CD Financial LLC transferred 150,000 CELH common shares in each of three tranches on July 15–17, 2026

Per-share reported price $46.2527 per share Reported price for each 150,000-share common stock disposition on July 15–17, 2026

Floor Price under VPF $41.6275 per share Floor Price in the variable prepaid forward; VWAP on maturity dates was below this level

Indirect holdings after settlement 12,532,396 shares CELH common stock indirectly held by CD Financial LLC after the July 17, 2026 transactions

VPF agreement date June 6, 2023 Date CD Financial LLC entered the prepaid variable forward sale transaction with an unaffiliated buyer

Maturity dates of VPF tranches July 14–16, 2026 Maturity dates when VWAP was tested against the $41.6275 Floor Price for settlement

Key Terms

Variable Prepaid Forward Sale Contract, volume-weighted average price, Floor Price, physical settlement, +1 more

5 terms

Variable Prepaid Forward Sale Contract financial

"CD settled three tranches of a prepaid variable forward sale transaction"

volume-weighted average price financial

"the volume-weighted average price of CELH common stock was below $41.6275"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Floor Price financial

"under the contract of the VPF, the "Floor Price""

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

physical settlement financial

"For these three tranches of the VPF, physical settlement applied"

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

dispositive power financial

"The Reporting Person has shared voting and dispositive power with respect to such shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Celsius Holdings (CELH) report for Dean DeSantis?

Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward on CELH stock. On July 15–17, 2026, CD delivered 150,000 shares per tranche to an unaffiliated buyer in physical settlement of the contract.

How many CELH shares were delivered in each prepaid forward tranche?

Each tranche involved CD Financial LLC transferring 150,000 CELH common shares to the buyer. Three such tranches were settled on July 15, 16, and 17, 2026 as part of a prepaid variable forward sale transaction entered in June 2023.

What was the floor price in the variable prepaid forward on CELH stock?

The contract set a Floor Price of $41.6275 per CELH share. On the July 14–16, 2026 maturity dates, the volume-weighted average prices were below this level, so the forward was physically settled with share delivery and no additional payment from the buyer.

How many CELH shares did CD Financial LLC hold after the July 17, 2026 settlement?

After the final July 17, 2026 tranche, CD Financial LLC indirectly held 12,532,396 CELH shares. Dean DeSantis is CD’s manager and a trustee of a trust owning a 99% beneficial interest in CD, with shared voting and dispositive power over these shares.

When was the variable prepaid forward on Celsius (CELH) stock originally entered into?

CD Financial LLC entered the prepaid variable forward sale transaction on June 6, 2023 with an unaffiliated third-party buyer. The contract later matured in three tranches with physical settlement occurring on July 15, 16, and 17, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/17/2026 - 10:25 AM Accepted by SEC EDGAR 07/17/2026 - 10:24 AM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 FLORIDA 33483

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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

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

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

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
Common Stock	07/15/2026		J/K(2)(3)		150,000	D	$46.2527	12,832,396	I	See Footnote(1)
Common Stock	07/16/2026		J/K(2)(3)		150,000	D	$46.2527	12,682,396	I	See Footnote(1)
Common Stock	07/17/2026		J/K(2)(3)		150,000	D	$46.2527	12,532,396	I	See Footnote(1)

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
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)	07/15/2026		J/K(2)(3)			150,000	(2)(3)	(2)(3)	Common Stock	150,000	$0(2)(3)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)	07/16/2026		J/K(2)(3)			150,000	(2)(3)	(2)(3)	Common Stock	150,000	$0(2)(3)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)	07/17/2026		J/K(2)(3)			150,000	(2)(3)	(2)(3)	Common Stock	150,000	$0(2)(3)	0	I	See Footnote(1)

Explanation of Responses:

1. The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

2. On July 15, 2026, July 16, 2026, and July 17, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.

3. On the maturity dates for each tranche (July 14, 2026, July 15, 2026, and July 16, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.

	/s/ Dean DeSantis	07/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)