Large Celsius (NASDAQ: CELH) holder settles prepaid forward share deals

Rhea-AI Filing Summary

Celsius Holdings, Inc. insider activity centers on the settlement of a variable prepaid forward sale structure by an entity managed by a major shareholder. CD Financial LLC, managed by 10% owner Dean DeSantis and majority-owned by the Carl DeSantis Revocable Trust, is the record holder of the Celsius common stock reported. On January 8, 9, and 12, 2026, CD settled three tranches of a prepaid variable forward sale transaction originally entered on January 19, 2023, each covering 120,000 shares of Celsius common stock.

For each tranche, CD delivered 120,000 shares in full physical settlement and received cash from an unaffiliated buyer based on a formula tied to the volume-weighted average price on the maturity date. That price was above the floor price of $29.0933 but below the cap price of $38.7911 for each maturity date, triggering cash payments calculated under the contract terms. Following these transactions, DeSantis continued to report more than 13 million shares as indirectly beneficially owned through CD Financial LLC.

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

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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	01/08/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,282,396	I	See Footnote(1)
Common Stock	01/09/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,162,396	I	See Footnote(1)
Common Stock	01/12/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,042,396	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)	01/08/2026		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)	01/09/2026		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)	01/12/2026		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 8, 2026, January 9, 2026, and January 12, 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 7, 2026, January 8, 2026, and January 9, 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 7, 2026, January 8, 2026, and January 9, 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/ Dean DeSantis	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Celsius (CELH) report in this Form 4?

The filing reports that an entity associated with a 10% owner settled three tranches of a prepaid variable forward sale transaction on Celsius common stock. Each tranche involved 120,000 shares delivered in full physical settlement under a variable prepaid forward contract.

Who is the reporting person in this Celsius (CELH) Form 4 and how are the shares held?

The reporting person is Dean DeSantis, a 10% owner of Celsius. The shares are held of record by CD Financial LLC, which DeSantis manages. A revocable trust in which he is a trustee owns a 99% beneficial interest in CD, and he has shared voting and dispositive power over the reported shares.

What type of derivative contract was involved in the Celsius (CELH) insider transaction?

The transactions involved a Variable Prepaid Forward Sale Contract, described as an obligation to sell Celsius common stock. CD Financial LLC entered into this variable prepaid forward sale transaction on January 19, 2023 with an unaffiliated third-party buyer.

How many Celsius (CELH) shares were delivered per tranche under the prepaid forward?

In each of the three tranches settled on January 8, 2026, January 9, 2026, and January 12, 2026, CD Financial LLC was obligated to deliver 120,000 shares of Celsius common stock in full physical settlement, adjusted for any stock splits.

How was the cash paid to CD Financial LLC determined in the Celsius (CELH) forward sale?

The cash payment depended on the volume-weighted average price (the Settlement Price) of Celsius stock on each maturity date. If the Settlement Price was above the floor price of $29.0933 but at or below the cap price of $38.7911, the buyer paid CD the Share Number multiplied by the excess of the Settlement Price over the floor price.

What price conditions were met when the Celsius (CELH) tranches matured?

On each maturity date (January 7, 2026, January 8, 2026, and January 9, 2026), the Settlement Price for Celsius stock was greater than the floor price of $29.0933 and less than the cap price of $38.7911. This meant CD Financial LLC transferred shares and received cash calculated under the contract’s formula.

How many Celsius (CELH) shares did the reporting person report as indirectly owned after these transactions?

After the reported transactions, the Form 4 shows indirect beneficial ownership levels including 13,282,396, 13,162,396, and 13,042,396 Celsius common shares at different points across the three settlement dates, all held indirectly through CD Financial LLC.