Celsius (CELH) major holder settles variable prepaid forward deals

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.

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 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
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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.