Celsius Holdings (CELH) settles share forwards with detailed cash terms

Q: Who is involved in this Celsius (CELH) insider Form 4 transaction?

The report covers activity by CD Financial LLC , an entity managed by Dean DeSantis , who is a 10% owner of Celsius Holdings, Inc. through indirect beneficial ownership.

Q: What type of transaction did CD Financial LLC execute in Celsius (CELH) shares?

CD Financial LLC settled three tranches of a prepaid variable forward sale transaction , using full physical settlement by delivering Celsius common stock to an unaffiliated third-party buyer.

Q: How many Celsius (CELH) shares were delivered in these settlements and on what dates?

For each of the three tranches, CD Financial LLC delivered 120,000 shares of Celsius common stock. The Form 4 lists transaction dates of January 8, 2026 , January 9, 2026 , and January 12, 2026 .

Q: What was the reported price for the Celsius (CELH) shares in the Form 4?

The non-derivative transactions report a price of $38.7911 per share for each 120,000-share delivery of Celsius common stock.

Q: How many Celsius (CELH) shares did the insider entity hold after the final transaction?

After the final reported settlement, the Form 4 shows 13,042,396 shares of Celsius common stock beneficially owned indirectly following the transaction.

Q: How does the prepaid variable forward for Celsius (CELH) determine the cash paid to CD Financial LLC?

The contract uses a floor price of $29.0933 and a cap price of $38.7911 . If the volume-weighted average price on a tranche’s maturity date is between these levels, the buyer pays cash equal to the 120,000-share amount multiplied by the excess of the settlement price over the floor price.

Q: What were the price conditions at maturity for the Celsius (CELH) variable prepaid forward tranches?

For the maturities on January 7, 8, and 9, 2026 , the Form 4 notes that the Settlement Price was greater than the Floor Price and less than the Cap Price , so cash payments were calculated under that part of the contract formula.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Celsius Holdings insider activity centers on a structured share sale by an affiliated entity. CD Financial LLC, which is managed by Dean DeSantis and is majority owned through the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale transaction on CELH common stock that was originally entered into on January 19, 2023.

On January 8, 9, and 12, 2026, CD delivered 120,000 shares of Celsius common stock for each tranche, at a reported transaction price of $38.7911 per share, reducing its indirectly held position to 13,042,396 shares after the final settlement. The variable prepaid forward contracts required CD to deliver 120,000 shares per tranche in full physical settlement and entitled CD to cash amounts based on the volume-weighted average price on each maturity date, using a floor price of $29.0933 and a cap price of $38.7911.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider DeSantis Dean

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	120,000	$0.00	--
Other	Common Stock	120,000	$38.7911	$4.65M
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	120,000	$0.00	--
Other	Common Stock	120,000	$38.7911	$4.65M
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	120,000	$0.00	--
Other	Common Stock	120,000	$38.7911	$4.65M

Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote); Common Stock — 13,042,396 shares (Indirect, See Footnote)

Footnotes (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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

01/12/2026 - 11:49 AM

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 Dean

(Last)

(First)

(Middle)

190 S.E. 5TH AVENUE, SUITE 200

(Street)

DELRAY BEACH

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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
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.

Source: View Original Filing on SEC EDGAR

FAQ

Who is involved in this Celsius (CELH) insider Form 4 transaction?

The report covers activity by CD Financial LLC, an entity managed by Dean DeSantis, who is a 10% owner of Celsius Holdings, Inc. through indirect beneficial ownership.

What type of transaction did CD Financial LLC execute in Celsius (CELH) shares?

CD Financial LLC settled three tranches of a prepaid variable forward sale transaction, using full physical settlement by delivering Celsius common stock to an unaffiliated third-party buyer.

How many Celsius (CELH) shares were delivered in these settlements and on what dates?

For each of the three tranches, CD Financial LLC delivered 120,000 shares of Celsius common stock. The Form 4 lists transaction dates of January 8, 2026, January 9, 2026, and January 12, 2026.

What was the reported price for the Celsius (CELH) shares in the Form 4?

The non-derivative transactions report a price of $38.7911 per share for each 120,000-share delivery of Celsius common stock.

How many Celsius (CELH) shares did the insider entity hold after the final transaction?

After the final reported settlement, the Form 4 shows 13,042,396 shares of Celsius common stock beneficially owned indirectly following the transaction.

How does the prepaid variable forward for Celsius (CELH) determine the cash paid to CD Financial LLC?

The contract uses a floor price of $29.0933 and a cap price of $38.7911. If the volume-weighted average price on a tranche’s maturity date is between these levels, the buyer pays cash equal to the 120,000-share amount multiplied by the excess of the settlement price over the floor price.

What were the price conditions at maturity for the Celsius (CELH) variable prepaid forward tranches?

For the maturities on January 7, 8, and 9, 2026, the Form 4 notes that the Settlement Price was greater than the Floor Price and less than the Cap Price, so cash payments were calculated under that part of the contract formula.