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CELH major holder delivers 562,500 shares in prepaid forward

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH) reported an insider transaction involving a large existing shareholder. A reporting person affiliated with the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD Financial, LLC, disclosed three settlements of a prepaid variable forward sale contract. On November 18, 19, and 20, 2025, CD delivered 187,500 shares of CELH common stock on each date, for a total of 562,500 shares, in full physical settlement of three tranches of the contract.

Each tranche related to a variable prepaid forward sale entered on November 3, 2022 with an unaffiliated buyer. The filing states the contract used a floor price of $27.7675 and a cap price of $37.0234, and that the settlement price on each maturity date was greater than the cap price. Following these transactions, the reporting person indirectly beneficially owned 17,910,867 shares of Celsius common stock through CD Financial, LLC.

Positive

  • None.

Negative

  • None.
Insider DeSantis Deborah
Role 10% Owner
Type Security Shares Price Value
Other Variable Prepaid Forward Sale Contract (obligation to sell) 187,500 $0.00 --
Other Common Stock 187,500 $37.0234 $6.94M
Other Variable Prepaid Forward Sale Contract (obligation to sell) 187,500 $0.00 --
Other Common Stock 187,500 $37.0234 $6.94M
Other Variable Prepaid Forward Sale Contract (obligation to sell) 187,500 $0.00 --
Other Common Stock 187,500 $37.0234 $6.94M
Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote); Common Stock — 17,910,867 shares (Indirect, See Footnote)
Footnotes (1)
  1. The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), 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. On November 18, 2025, November 19, 2025, and November 20, 2025, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on November 3, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CD elected full physical settlement. In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CD to deliver to the buyer 187,500 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on November 17, 2025, November 18, 2025, and November 19, 2025), and (ii) the buyer to pay CD an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $27.7675 (the "Floor Price"), but less than or equal to $37.0234 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $9.2559. On each of November 17, 2025, November 18, 2025, and November 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.
Form 4 Insider Transactions: What Each Field Means →
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
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 Deborah
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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
Common Stock 11/18/2025 J/K(2)(3)(4) 187,500 D $37.0234 18,285,867 I See Footnote(1)
Common Stock 11/19/2025 J/K(2)(3)(4) 187,500 D $37.0234 18,098,367 I See Footnote(1)
Common Stock 11/20/2025 J/K(2)(3)(4) 187,500 D $37.0234 17,910,867 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)(4) 11/18/2025 J/K(2)(3)(4) 187,500 (2)(3)(4) (2)(3)(4) Common Stock 187,500 $0(2)(3)(4) 0 I See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell) (2)(3)(4) 11/19/2025 J/K(2)(3)(4) 187,500 (2)(3)(4) (2)(3)(4) Common Stock 187,500 $0(2)(3)(4) 0 I See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell) (2)(3)(4) 11/20/2025 J/K(2)(3)(4) 187,500 (2)(3)(4) (2)(3)(4) Common Stock 187,500 $0(2)(3)(4) 0 I See Footnote(1)
Explanation of Responses:
1. The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), 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 November 18, 2025, November 19, 2025, and November 20, 2025, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on November 3, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CD elected full physical settlement.
3. In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CD to deliver to the buyer 187,500 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on November 17, 2025, November 18, 2025, and November 19, 2025), and (ii) the buyer to pay CD an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $27.7675 (the "Floor Price"), but less than or equal to $37.0234 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $9.2559.
4. On each of November 17, 2025, November 18, 2025, and November 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.
/s/ Deborah DeSantis 11/20/2025
** 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.
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Source: View Original Filing on SEC EDGAR