Celsius Holdings (CELH) major holder settles variable prepaid forward sale

Rhea-AI Filing Summary

Celsius Holdings, Inc. insider activity centers on the settlement of a prepaid variable forward sale by an affiliated entity. Dean DeSantis, a more-than-10% owner, reports transactions that were carried out indirectly through CD Financial LLC, which is the record holder of the shares and in which a related trust holds a 99% beneficial interest. On January 13, 14, and 15, 2026, CD physically settled three tranches of a variable prepaid forward, delivering 120,000 CELH common shares on each date at a reported price of $38.7911 per share. Following these deliveries, indirect beneficial ownership reported was 12,922,396, then 12,802,396, and finally 12,682,396 CELH shares. The cash paid to CD for each tranche was determined by a formula that compares the share price at maturity to a $29.0933 floor price and a $38.7911 cap price, with all settlement prices falling between the floor and the cap.

Insights

Equity analyst

Large shareholder settles prepaid forward via affiliated LLC, reducing indirect stake while receiving formula-based cash.

The activity involves a variable prepaid forward sale, a derivative contract where CD Financial LLC, associated with Dean DeSantis, agreed in 2023 to deliver CELH shares at future dates in exchange for upfront and formula-based cash. On January 13, 14, and 15, 2026, CD delivered 120,000 Celsius Holdings common shares per tranche to the buyer, reflected as dispositions at $38.7911 per share in the non-derivative table.

The filing explains that the settlement price on each maturity date was above the floor of $29.0933 but below the cap of $38.7911, so the cash paid to CD for each tranche followed a stated formula using the difference between the settlement price and the floor price, multiplied by the 120,000-share figure. The transactions are reported as indirect, with CD as record holder and DeSantis having shared voting and dispositive power.

For investors, this shows a structured reduction in the indirect holdings of a major shareholder via a pre-arranged derivative, rather than an open-market sale initiated at the time of settlement. Subsequent disclosures may further clarify any additional tranches or changes to the remaining indirect ownership position.

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 Dean

(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)
01/13/2026

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	01/13/2026		J/K(2)(3)(4)		120,000	D	$38.7911	12,922,396	I	See Footnote(1)
Common Stock	01/14/2026		J/K(2)(3)(4)		120,000	D	$38.7911	12,802,396	I	See Footnote(1)
Common Stock	01/15/2026		J/K(2)(3)(4)		120,000	D	$38.7911	12,682,396	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)	01/13/2026		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)	01/14/2026		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)	01/15/2026		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 13, 2026, January 14, 2026, and January 15, 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 12, 2026, January 13, 2026, and January 14, 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 12, 2026, January 13, 2026, and January 14, 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/ Dean DeSantis	01/15/2026
	** 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 insider transactions did CELH report in this Form 4?

The filing reports that an entity associated with a more-than-10% owner of Celsius Holdings, Inc. (CELH) settled three tranches of a variable prepaid forward, each involving the delivery of 120,000 shares of CELH common stock on January 13, 14, and 15, 2026.

Who is the reporting person in the CELH Form 4 and how are the shares held?

The reporting person is Dean DeSantis, a more-than-10% owner of CELH. The shares are held of record by CD Financial LLC, in which a related trust has a 99% beneficial interest. DeSantis has shared voting and dispositive power over these shares.

How many CELH shares were delivered in the prepaid forward settlement?

CD Financial LLC delivered 120,000 CELH common shares in each of three tranches on January 13, 14, and 15, 2026, for a total of 360,000 shares settled under the variable prepaid forward.

What prices and terms governed the CELH prepaid variable forward?

The contract used a floor price of $29.0933 and a cap price of $38.7911. For each tranche, if the settlement price was above the floor but at or below the cap, cash paid to CD equaled 120,000 shares multiplied by the excess of the settlement price over the floor.

How did the reporting person’s indirect CELH ownership change after these transactions?

Indirect beneficial ownership reported through CD Financial LLC changed from 12,922,396 CELH shares after the January 13, 2026 settlement to 12,802,396 after January 14 and 12,682,396 after January 15, reflecting the share deliveries under the prepaid forward.

Were these CELH share deliveries open-market sales?

No. The filing describes them as settlements of a prepaid variable forward sale transaction entered into on January 19, 2023 with an unaffiliated third-party buyer, with CD electing full physical settlement for these tranches.