Celsius Holdings (CELH) insider settles prepaid variable forward sale

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH) insider activity centers on the settlement of a prepaid variable forward sale by CD Financial LLC ("CD"), an entity associated with reporting person William H. Milmoe. CD, which is the record holder of the shares and in which the Carl DeSantis Revocable Trust holds a 99% beneficial interest, settled three tranches of a variable prepaid forward sale contract on January 8, 9, and 12, 2026, each covering 120,000 shares of Celsius common stock through full physical settlement.

For each tranche, CD was obligated to deliver 120,000 CELH shares to an unaffiliated buyer after tranche maturity, while the buyer paid CD cash based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share. Because the settlement prices on January 7, 8, and 9, 2026 were greater than the floor price and less than the cap price, CD delivered CELH shares and received cash amounts determined under that formula. Following the last reported transaction, 13,042,396 CELH shares were beneficially owned indirectly.

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Insider transactions & derivatives analyst

Large 10% holder settles variable prepaid forward via entity CD.

The disclosure shows CD Financial LLC, an entity managed by William H. Milmoe and largely owned via the Carl DeSantis Revocable Trust, settling three tranches of a prepaid variable forward sale contract tied to Celsius Holdings, Inc. (CELH) common stock. Each tranche involved an obligation to deliver 120,000 shares in exchange for a cash amount determined by a specified pricing formula.

The contract economics hinge on a floor price of $29.0933 and a cap price of $38.7911 per share. For all three tranche maturities on January 7, 8, and 9, 2026, the settlement prices were between these levels, so CD delivered shares and received cash based on the difference between the settlement price and the floor price. After the final settlement reported on January 12, 2026, indirect beneficial ownership stood at 13,042,396 CELH shares.

This is a structured derivative-related share delivery by a significant holder rather than an open-market discretionary trade. The economic impact depends on the pre-existing variable forward agreement entered on January 19, 2023; the filing describes the mechanics but does not change the company’s operations or capital structure beyond reflecting share transfers dictated by that contract.

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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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^*

Milmoe William H.

(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)
01/08/2026

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)
			Code	V	Amount	(A) or (D)	Price
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)
				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)	01/08/2026		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/ William H. Milmoe	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Who is the reporting person in this Celsius (CELH) Form 4 filing?

The reporting person is William H. Milmoe, identified as a 10% owner of Celsius Holdings, Inc., filing with respect to shares held through CD Financial LLC and a related revocable trust.

Which entity actually held and delivered the Celsius (CELH) shares?

The shares were held of record by CD Financial LLC ("CD"). The filing states that CD is the record holder, with the reporting person as manager of CD and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD.

What transactions involving Celsius (CELH) common stock are reported?

The filing reports settlement of three tranches of a prepaid variable forward sale, each involving 120,000 shares of CELH common stock delivered in full physical settlement on January 8, 9, and 12, 2026.

How was the cash amount determined for the variable prepaid forward on CELH shares?

For each tranche, the buyer paid CD cash equal to a formula based on the volume-weighted average price of CELH on the maturity date, using a floor price of $29.0933 and a cap price of $38.7911, as described in the contract terms.

What were the settlement price conditions for the Celsius (CELH) forward sale tranches?

On January 7, 8, and 9, 2026, each tranche’s settlement price was stated to be greater than the floor price and less than the cap price, triggering cash payments calculated under the formula tied to those thresholds.

How many Celsius (CELH) shares were beneficially owned after the reported transactions?

After the January 12, 2026 transaction, the filing reports 13,042,396 shares of CELH common stock beneficially owned indirectly.

Was the variable prepaid forward sale with a related or unrelated party?

The filing states that the prepaid variable forward sale transaction was entered into on January 19, 2023 with an unaffiliated third-party buyer.