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Celsius (CELH) major holder settles variable prepaid forward deals

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Celsius Holdings’ 10% owner, through CD Financial LLC, settled three tranches of a prepaid variable forward sale on CELH common stock. The variable prepaid forward, originally entered on January 19, 2023 with an unaffiliated buyer, was fully physically settled in tranches maturing on January 15, 16, and 20, 2026.

For each tranche, CD was obligated to deliver 120,000 shares of Celsius common stock and, in return, receive cash based on the stock’s volume‑weighted average price on the maturity date. The formula paid CD the product of the 120,000‑share amount and the excess of the settlement price over a floor price of $29.0933 per share, up to a cap price of $38.7911 per share. On each maturity date, the settlement price was above the floor but below the cap, so cash was determined by this formula. Following these transactions, the reporting person continued to hold an indirect stake through CD with shared voting and dispositive power.

Positive

  • None.

Negative

  • None.
Insider DeSantis Dean
Role 10% Owner
Type Security Shares Price Value
Other Variable Prepaid Forward Sale Contract (obligation to sell) 120,000 $0.00 --
Other Common Stock 120,000 $38.7911 $4.65M
Other Variable Prepaid Forward Sale Contract (obligation to sell) 120,000 $0.00 --
Other Common Stock 120,000 $38.7911 $4.65M
Other Variable Prepaid Forward Sale Contract (obligation to sell) 120,000 $0.00 --
Other Common Stock 120,000 $38.7911 $4.65M
Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote); Common Stock — 12,322,396 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 January 16, 2026, January 20, 2026, and January 21, 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. 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 15, 2026, January 16, 2026, and January 20, 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. On each of January 15, 2026, January 16, 2026, and January 20, 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.
Form 4 Insider Transactions: What Each Field Means →
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
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)
01/16/2026
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 01/16/2026 J/K(2)(3)(4) 120,000 D $38.7911 12,562,396 I See Footnote(1)
Common Stock 01/20/2026 J/K(2)(3)(4) 120,000 D $38.7911 12,442,396 I See Footnote(1)
Common Stock 01/21/2026 J/K(2)(3)(4) 120,000 D $38.7911 12,322,396 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) 01/16/2026 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) 01/20/2026 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) 01/21/2026 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 16, 2026, January 20, 2026, and January 21, 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 15, 2026, January 16, 2026, and January 20, 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 15, 2026, January 16, 2026, and January 20, 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 01/21/2026
** 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.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CELH’s major holder report on this Form 4?

The filing shows a 10% owner associated with Celsius Holdings (CELH), through CD Financial LLC, settling three tranches of a prepaid variable forward sale on CELH common stock. Each tranche required delivery of 120,000 shares in exchange for cash determined by a price‑based formula.

How many Celsius (CELH) shares were involved in each prepaid variable forward tranche?

Each tranche of the variable prepaid forward sale contract obligated CD Financial LLC to deliver 120,000 shares of CELH common stock in full physical settlement following the respective maturity dates.

Who is CD Financial LLC in relation to Celsius Holdings (CELH) and the reporting person?

CD Financial LLC is the record holder of the CELH shares covered by this report. The reporting person is the manager of CD and a trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD, and has shared voting and dispositive power over these shares.

How was the cash payment calculated in the Celsius (CELH) variable prepaid forward settlement?

For each tranche, if the settlement price of CELH stock on the maturity date was between the floor price of $29.0933 and the cap price of $38.7911, the buyer paid CD cash equal to 120,000 shares multiplied by the excess of the settlement price over the floor price. If the price had exceeded the cap, the per‑share spread would have been fixed at $9.6978.

Were the prepaid variable forward tranches on CELH settled physically or in cash only?

For the three tranches maturing in January 2026, CD Financial LLC elected full physical settlement, meaning it delivered shares of CELH common stock to the buyer and received cash determined under the contract’s formula.

Does the reporting person still hold Celsius (CELH) shares after these transactions?

Yes. After settling the reported tranches, the Form 4 indicates that the reporting person continues to have an indirect beneficial interest in CELH common stock through CD Financial LLC, with shared voting and dispositive power.