Celsius (NASDAQ: CELH) insider entity settles prepaid forward, delivers 450,000 shares

Rhea-AI Filing Summary

Celsius Holdings, Inc. insider reporting person Deborah DeSantis, through affiliated entity CD Financial LLC, reported a restructuring of an existing derivative arrangement tied to Common Stock.

CD Financial settled three tranches of a prepaid variable forward sale transaction entered on June 6, 2023 with an unaffiliated buyer. On the maturity dates in July 2026, the volume‑weighted average price of CELH common stock was below the contract “Floor Price” of $41.6275, triggering physical settlement. For each tranche, CD Financial transferred 150,000 shares of Common Stock to the buyer without additional payment, for a total transfer of 450,000 shares under the forward contract.

Following these transactions, entities associated with DeSantis held 13,432,396 CELH shares indirectly, with the reporting person sharing voting and dispositive power over these shares.

Insights

Equity derivatives & insider-transactions analyst

Insider-related entity settles prepaid forward by delivering 450,000 CELH shares.

The reporting relates to CD Financial LLC, an entity associated with Deborah DeSantis. CD Financial had previously entered a prepaid variable forward sale contract on June 6, 2023, effectively pre-arranging future share delivery depending on Celsius Holdings’ stock price.

At the July 2026 maturity dates, the volume‑weighted average price was below the Floor Price of $41.6275, so the contract was physically settled. CD Financial transferred 150,000 shares in each of three tranches, totaling 450,000 shares, with no additional cash paid by the buyer at settlement.

After these deliveries, entities associated with DeSantis still held 13,432,396 CELH shares indirectly. This filing reflects execution of a pre-existing derivative structure rather than new open-market buying or selling, so it is best viewed as a structural adjustment to an already hedged position.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider DeSantis Deborah

Role Insider

Type	Security	Shares	Price	Value
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	150,000	$0.00	--
Other	Common Stock	150,000	$46.2527	$6.94M
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	150,000	$0.00	--
Other	Common Stock	150,000	$46.2527	$6.94M
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	150,000	$0.00	--
Other	Common Stock	150,000	$46.2527	$6.94M

Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote); Common Stock — 13,432,396 shares (Indirect, See Footnote)

Footnotes (1)

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 July 7, 2026, July 8, 2026, and July 9, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied. On the maturity dates for each tranche (July 6, 2026, July 7, 2026, and July 8, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.

Key Figures

Shares delivered per tranche: 150,000 shares Total shares delivered: 450,000 shares Floor Price: $41.6275 per share +4 more

7 metrics

Shares delivered per tranche 150,000 shares Physical settlement of each VPF tranche in July 2026

Total shares delivered 450,000 shares Three tranches of prepaid variable forward sale contract

Floor Price $41.6275 per share Contractual floor for CELH in prepaid variable forward

Indirect holdings after settlement 13,432,396 shares CELH shares indirectly held following reported transactions

Transaction code J Classified as other acquisition or disposition/restructuring

Restructuring shares counted 900,000 shares Aggregate restructuringShares in transactionSummary (includes paired entries)

VPF agreement date June 6, 2023 Date CD Financial entered prepaid variable forward sale contract

Key Terms

Variable Prepaid Forward Sale Contract, Floor Price, physical settlement, volume-weighted average price, +1 more

5 terms

Variable Prepaid Forward Sale Contract financial

"CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023"

Floor Price financial

"the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price")"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

physical settlement financial

"For these three tranches of the VPF, physical settlement applied."

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

volume-weighted average price financial

"the volume-weighted average price of CELH common stock was below $41.6275"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

shared voting and dispositive power financial

"The Reporting Person has shared voting and dispositive power with respect to such shares."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/09/2026 - 02:02 PM Accepted by SEC EDGAR 07/09/2026 - 02:01 PM Learn about SEC filing dates

FAQ

What did the CELH-related entity associated with Deborah DeSantis report on this Form 4?

The filing reports settlement of a prepaid variable forward sale. CD Financial LLC, associated with Deborah DeSantis, settled three tranches of a variable prepaid forward contract by delivering Celsius Holdings common shares to an unaffiliated buyer under previously agreed terms.

How many Celsius Holdings (CELH) shares were delivered under the forward contract?

CD Financial delivered a total of 450,000 CELH shares. For each of three tranches, the entity transferred 150,000 shares of common stock to the buyer in physical settlement, as the stock’s volume-weighted average price was below the contractually defined Floor Price.

What is the Floor Price mentioned in the CELH prepaid variable forward contract?

The Floor Price under the contract was $41.6275 per share. On the July 2026 maturity dates, the volume-weighted average price of Celsius Holdings common stock was below this Floor Price, leading to physical share settlement for each tranche without additional cash payment from the buyer.

How many Celsius Holdings (CELH) shares remain held by entities associated with Deborah DeSantis?

Entities associated with DeSantis held 13,432,396 CELH shares afterward. These shares are recorded as indirectly owned through CD Financial LLC and related trust interests, with the reporting person having shared voting and dispositive power over the reported indirect holdings.

Was this CELH Form 4 an open-market buy or sell by Deborah DeSantis?

No, it reflects settlement of an existing derivative, not open-market trading. The transactions are coded as “J” (other) and involve a variable prepaid forward sale contract, where shares were delivered according to pre-set terms rather than discretionary market purchases or sales.

Who actually holds and transferred the CELH shares in this Form 4 disclosure?

The record holder is CD Financial LLC, not DeSantis personally. DeSantis is the manager of CD Financial LLC and trustee of a trust owning a 99% beneficial interest in CD, with shared voting and dispositive power over the indirectly held Celsius Holdings shares.

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

X

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 FLORIDA 33483

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/07/2026		J/K(2)(3)		150,000	D	$46.2527	13,732,396	I	See Footnote(1)
Common Stock	07/08/2026		J/K(2)(3)		150,000	D	$46.2527	13,582,396	I	See Footnote(1)
Common Stock	07/09/2026		J/K(2)(3)		150,000	D	$46.2527	13,432,396	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)	07/07/2026		J/K(2)(3)			150,000	(2)(3)	(2)(3)	Common Stock	150,000	$0(2)(3)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)	07/08/2026		J/K(2)(3)			150,000	(2)(3)	(2)(3)	Common Stock	150,000	$0(2)(3)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)	07/09/2026		J/K(2)(3)			150,000	(2)(3)	(2)(3)	Common Stock	150,000	$0(2)(3)	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 July 7, 2026, July 8, 2026, and July 9, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.

3. On the maturity dates for each tranche (July 6, 2026, July 7, 2026, and July 8, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.

	/s/ Deborah DeSantis	07/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)