Celsius Holdings insider settles prepaid share contract

Celsius Holdings, Inc. reporting person DeSantis Dean, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract on CELH common stock.

Rhea-AI Filing Summary

Celsius Holdings, Inc. reporting person DeSantis Dean, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract on CELH common stock. For each tranche, CD Financial LLC transferred 150,000 shares in physical settlement to an unaffiliated buyer.

On the July 2026 maturity dates, the contract’s volume-weighted average prices were below the $41.6275 Floor Price, so shares were delivered without additional payment from the buyer. After these settlements, CD Financial LLC held 12,982,396 CELH shares indirectly attributable to DeSantis Dean, over which he has shared voting and dispositive power.

Insider Trade Summary

Other: 900,000 shares

Other 6 txns

Insider DeSantis Dean

Role Insider

Type	Security	Shares	Price	Value
Other	Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1	150,000	$0.00	$0.00
Other	Common Stock F2, F3, F1	150,000	$46.2527	$6.94M
Other	Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1	150,000	$0.00	$0.00
Other	Common Stock F2, F3, F1	150,000	$46.2527	$6.94M
Other	Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1	150,000	$0.00	$0.00
Other	Common Stock F2, F3, F1	150,000	$46.2527	$6.94M

Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 contracts (Indirect, See Footnote); Common Stock — 12,982,396 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. 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. F2. On July 10, 2026, July 13, 2026, and July 14, 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. F3. On the maturity dates for each tranche (July 9, 2026, July 10, 2026, and July 13, 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 Floor Price: $41.6275 Indirect holdings after settlements: 12,982,396 shares +1 more

4 metrics

Shares delivered per tranche 150,000 shares CELH common shares transferred in each July 2026 variable prepaid forward tranche

Floor Price $41.6275 Contractual Floor Price per share under the variable prepaid forward

Indirect holdings after settlements 12,982,396 shares CELH common stock held by CD Financial LLC after the July 14, 2026 settlement

Tranche settlement dates July 10, 2026; July 13, 2026; July 14, 2026 Dates on which three variable prepaid forward tranches were physically settled

Key Terms

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

5 terms

Variable Prepaid Forward Sale Contract financial

"settled three tranches of a prepaid variable forward sale transaction"

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 the Floor Price"

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.

Floor Price financial

"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.

dispositive power financial

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

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did DeSantis Dean report in his July 2026 Form 4 for CELH?

He reported that CD Financial LLC, an entity he manages, settled three tranches of a variable prepaid forward on CELH common stock, physically delivering 150,000 shares per tranche and ending with 12,982,396 CELH shares held indirectly with shared voting and dispositive power.

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

Each of the three July 2026 tranches involved physical settlement of 150,000 CELH shares from CD Financial LLC to an unaffiliated buyer. The structure means shares were delivered to satisfy a pre-existing contract, rather than executed as new open‑market sale transactions.

What is the floor price in the Celsius Holdings (CELH) prepaid forward?

The contract defines a Floor Price of $41.6275 per share. On each maturity date the volume‑weighted average CELH price was below this level, so CD Financial LLC delivered 150,000 shares per tranche in physical settlement without any additional payment from the buyer.

How many CELH shares does CD Financial LLC hold after these transactions?

After settling the three variable prepaid forward tranches, CD Financial LLC holds 12,982,396 shares of Celsius Holdings common stock. DeSantis Dean has shared voting and dispositive power over these indirectly held shares through his roles with CD Financial LLC and a related trust.

Does the July 2026 CELH Form 4 show open‑market insider selling?

No. The disclosure reflects settlement of a variable prepaid forward sale contract through physical delivery of shares to an unaffiliated buyer. It does not report new open‑market purchases or sales coded as standard buy (P) or sell (S) transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/14/2026 - 11:51 AM Accepted by SEC EDGAR 07/14/2026 - 11:50 AM Learn about SEC filing dates

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 Dean

(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)
07/10/2026

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	07/10/2026		J/K(2)(3)		150,000	D	$46.2527	13,282,396	I	See Footnote(1)
Common Stock	07/13/2026		J/K(2)(3)		150,000	D	$46.2527	13,132,396	I	See Footnote(1)
Common Stock	07/14/2026		J/K(2)(3)		150,000	D	$46.2527	12,982,396	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)	07/10/2026		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)	07/13/2026		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)	07/14/2026		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 10, 2026, July 13, 2026, and July 14, 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 9, 2026, July 10, 2026, and July 13, 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/ Dean DeSantis	07/14/2026
	** 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)