Celsius Holdings (CELH) insider entity settles three prepaid forward tranches

Rhea-AI Filing Summary

Celsius Holdings, Inc. reported an insider derivatives settlement involving a major shareholder’s affiliated entity. CD Financial LLC, an entity managed by reporting person Deborah DeSantis and majority-owned through the Carl DeSantis Revocable Trust, is the record holder of the Celsius shares. On January 5, 6, and 7, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on January 19, 2023 with an unaffiliated buyer, electing full physical settlement for each tranche.

For each tranche, CD delivered 120,000 shares of Celsius common stock and received cash based on a formula tied to the volume-weighted average price, with a floor price of $29.0933 and a cap price of $38.7911. Following these settlements, 13,402,396 Celsius shares were indirectly beneficially owned, with the reporting person sharing voting and dispositive power over these shares through CD.

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 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)
01/05/2026

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	01/05/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,642,396	I	See Footnote(1)
Common Stock	01/06/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,522,396	I	See Footnote(1)
Common Stock	01/07/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,402,396	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)	01/05/2026		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)	01/06/2026		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)	01/07/2026		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 5, 2026, January 6, 2026, and January 7, 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 2, 2026, January 5, 2026, and January 6, 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 2, 2026, January 5, 2026, and January 6, 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	01/07/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did CELH disclose in this Form 4?

The filing shows that CD Financial LLC, an entity associated with reporting person Deborah DeSantis, settled three tranches of a prepaid variable forward sale transaction by delivering shares of Celsius Holdings, Inc. common stock and receiving cash under pre-agreed terms.

How many Celsius (CELH) shares were delivered in the settlements?

For each of the three tranches, CD Financial LLC delivered 120,000 shares of Celsius common stock, as reflected in both the derivative and non-derivative transaction tables.

What price terms governed the prepaid variable forward on CELH shares?

Cash paid to CD for each tranche was based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share, applied to the 120,000-share tranche size and the volume-weighted average price on each maturity date.

Who is the record holder of the CELH shares in this Form 4?

The record holder is CD Financial LLC. The filing states that the reporting person manages CD and is a trustee of a trust owning a 99% beneficial interest in CD, and has shared voting and dispositive power over the shares.

How many CELH shares were indirectly owned after these transactions?

After the reported transactions, the amount of Celsius common stock indirectly beneficially owned was 13,402,396 shares, as shown in the non-derivative securities table.

What kind of derivative security was involved in the CELH insider filing?

The derivative security was a Variable Prepaid Forward Sale Contract (obligation to sell), which obligated CD Financial LLC to deliver a set number of Celsius shares at settlement in exchange for cash determined by the contract’s pricing formula.