Celsius Holdings (CELH) insider settles prepaid variable share contracts

Rhea-AI Filing Summary

Celsius Holdings 10% owner reports settlement of prepaid share contracts through an affiliated entity. CD Financial LLC, which is managed by reporting person Deborah DeSantis and is majority owned via the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale transaction with an unaffiliated buyer.

On January 13, 14, and 15, 2026, CD delivered 120,000 CELH common shares for each tranche, for a total of 360,000 shares, in full physical settlement of the contracts. For each tranche, the cash paid to CD was based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share, with settlement prices between those levels. After these transactions, CD’s indirectly held beneficial ownership reported for DeSantis was 12,682,396 CELH shares as of January 15, 2026.

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)
01/13/2026

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	01/13/2026		J/K(2)(3)(4)		120,000	D	$38.7911	12,922,396	I	See Footnote(1)
Common Stock	01/14/2026		J/K(2)(3)(4)		120,000	D	$38.7911	12,802,396	I	See Footnote(1)
Common Stock	01/15/2026		J/K(2)(3)(4)		120,000	D	$38.7911	12,682,396	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)(4)	01/13/2026		J/K(2)(3)(4)			120,000	(2)(3)(4)	(2)(3)(4)	Common Stock	120,000	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	01/14/2026		J/K(2)(3)(4)			120,000	(2)(3)(4)	(2)(3)(4)	Common Stock	120,000	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	01/15/2026		J/K(2)(3)(4)			120,000	(2)(3)(4)	(2)(3)(4)	Common Stock	120,000	$0(2)(3)(4)	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 January 13, 2026, January 14, 2026, and January 15, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on January 19, 2023 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, the contract for the VPF obligated (i) CD to deliver to the buyer 120,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on January 12, 2026, January 13, 2026, and January 14, 2026), 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 $29.0933 (the "Floor Price"), but less than or equal to $38.7911 (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) $9.6978.

4. On each of January 12, 2026, January 13, 2026, and January 14, 2026, the Settlement Price was greater than the Floor Price and less 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	01/15/2026
	** 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 insider transaction did CELH report in this Form 4?

The filing reports that an entity associated with a 10% owner of Celsius Holdings (CELH), CD Financial LLC, settled three tranches of a prepaid variable forward sale by delivering a total of 360,000 shares of CELH common stock over three days.

Who is the reporting person in the CELH Form 4 and how are the shares held?

The reporting person is Deborah DeSantis, identified as a 10% owner. The shares are held of record by CD Financial LLC, which is managed by DeSantis, and the Carl DeSantis Revocable Trust owns a 99% beneficial interest in CD. DeSantis has shared voting and dispositive power over these shares.

How many Celsius (CELH) shares were involved in each prepaid forward tranche?

Each of the three tranches required CD Financial LLC to deliver 120,000 shares of CELH common stock, for a total of 360,000 shares delivered across January 13, 14, and 15, 2026.

What were the key price terms of the CELH prepaid variable forward contracts?

For each tranche, if the Settlement Price of CELH on the maturity date was above the $29.0933 floor price but at or below the $38.7911 cap price, the buyer paid cash equal to the Share Number times the excess of Settlement Price over the floor. If the price exceeded the cap, payment was based on the Share Number times $9.6978.

What were the settlement prices relative to the floor and cap for the CELH contracts?

On each of January 12, 13, and 14, 2026, the Settlement Price of CELH common stock was greater than the floor price and less than the cap price, triggering cash payments calculated under the formula tied to those thresholds.

How many CELH shares did the reporting person indirectly own after these transactions?

Following the reported transactions, the Form 4 shows that the reporting person, through CD Financial LLC, indirectly and beneficially owned 12,682,396 shares of Celsius Holdings common stock as of January 15, 2026.