[Form 4] Celsius Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Celsius Holdings’ 10% owner reporting person, Deborah DeSantis, reported indirect settlements of variable prepaid forward sale contracts through CD Financial LLC. CD Financial LLC, which is 99% beneficially owned by the Carl DeSantis Revocable Trust and managed by DeSantis, is the record holder of the Celsius (CELH) shares, and DeSantis has shared voting and dispositive power over them.

On January 16, 2026, January 20, 2026, and January 21, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on January 19, 2023, each tranche involving 120,000 shares of CELH common stock under a variable prepaid forward sale contract with full physical settlement. For each tranche, the contract obligated CD to deliver 120,000 shares after maturity in exchange for cash determined by a formula using a floor price of $29.0933 and a cap price of $38.7911.

On the maturity dates, the volume-weighted average price for each tranche was above the floor price and below the cap price, so the cash paid to CD was based on the excess of the settlement price over the floor. Following the last reported transaction on January 21, 2026, CD held 12,322,396 CELH common shares indirectly attributed to DeSantis.

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
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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 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)
01/16/2026

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	01/16/2026		J/K(2)(3)(4)		120,000	D	$38.7911	12,562,396	I	See Footnote(1)
Common Stock	01/20/2026		J/K(2)(3)(4)		120,000	D	$38.7911	12,442,396	I	See Footnote(1)
Common Stock	01/21/2026		J/K(2)(3)(4)		120,000	D	$38.7911	12,322,396	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)	01/16/2026		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)	01/20/2026		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)	01/21/2026		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 16, 2026, January 20, 2026, and January 21, 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 15, 2026, January 16, 2026, and January 20, 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 15, 2026, January 16, 2026, and January 20, 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	01/21/2026
	** 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).
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FAQ

What does the CELH Form 4 filed by Deborah DeSantis report?

The Form 4 reports that an entity associated with 10% owner Deborah DeSantis, CD Financial LLC, settled three tranches of a prepaid variable forward sale on Celsius Holdings (CELH) common stock through full physical delivery of shares in exchange for cash.

Who actually held the Celsius (CELH) shares involved in this Form 4?

The CELH shares were held by CD Financial LLC, which is 99% beneficially owned by the Carl DeSantis Revocable Trust. Deborah DeSantis is the manager of CD and a trustee of the trust, and she has shared voting and dispositive power over the reported shares.

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

Each tranche of the prepaid variable forward sale transaction covered 120,000 shares of Celsius (CELH) common stock, with settlements reported on January 16, 2026, January 20, 2026, and January 21, 2026.

What are the key pricing terms of the Celsius (CELH) variable prepaid forward contracts?

The contracts used a floor price of $29.0933 and a cap price of $38.7911 per CELH share. If the settlement price was between these levels, cash paid to CD equaled the number of shares multiplied by the excess of the settlement price over the floor.

What happened to the settlement prices on the CELH variable prepaid forward maturities?

On January 15, 2026, January 16, 2026, and January 20, 2026, the settlement prices for the Celsius (CELH) stock were above the floor price and below the cap price, so CD delivered shares and received cash calculated under the formula based on that price range.

How many Celsius (CELH) shares did CD Financial LLC hold after these transactions?

After the final reported transaction on January 21, 2026, CD Financial LLC held 12,322,396 shares of Celsius (CELH) common stock indirectly attributed to the reporting person, as shown in the Form 4 table of beneficial ownership following the transactions.

Is Deborah DeSantis a 10% owner of Celsius Holdings (CELH)?

Yes. The Form 4 identifies Deborah DeSantis as a 10% owner of Celsius Holdings, Inc. (CELH), with indirect beneficial ownership through CD Financial LLC and the Carl DeSantis Revocable Trust.