Celsius Holdings (CELH) insider settles variable prepaid forward share tranches

Rhea-AI Filing Summary

Celsius Holdings, Inc. reporting person Dean DeSantis, identified as a former 10% owner, reported indirect dispositions tied to a variable prepaid forward sale contract on CELH common stock. The shares are held by CD Financial LLC, which is the record holder; DeSantis manages CD and is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD, giving him shared voting and dispositive power.

On July 20, 21, and 22, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches, physical settlement applied. On the maturity dates for each tranche (July 17, 20, and 21, 2026), the volume-weighted average price of CELH common stock was below the contract’s $41.6275 Floor Price.

Because the VWAP was below the Floor Price on each maturity date, CD transferred to the buyer 150,000 shares of CELH common stock for each tranche without additional payment from the buyer. Corresponding Form 4 entries show, for each tranche, a derivative entry closing 150,000 forward-contract units and a related indirect disposition of 150,000 common shares at a recorded price of $46.2527 per share, all coded as restructuring-type transactions (code J).

Insider Trade Summary

Net Seller: 450,000 shares

Net Sell 6 txns

Insider DeSantis Dean

Role Insider

Type	Security	Shares	Price	Value
Other	Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1	150,000	$0.00	$0.00
Other	Common Stock F2, F3, F1	150,000	$46.2527	$6.94M
Other	Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1	150,000	$0.00	$0.00
Other	Common Stock F2, F3, F1	150,000	$46.2527	$6.94M
Other	Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1	150,000	$0.00	$0.00
Other	Common Stock F2, F3, F1	150,000	$46.2527	$6.94M

Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote); Common Stock — 12,082,396 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. 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. F2. On July 20, 2026, July 21, 2026, and July 22, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.
3. F3. On the maturity dates for each tranche (July 17, 2026, July 20, 2026, and July 21, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.

Key Figures

Shares per VPF tranche: 150,000 shares Number of tranches settled: 3 tranches Per-share price in stock entries: $46.2527 per share +2 more

5 metrics

Shares per VPF tranche 150,000 shares Transferred by CD Financial LLC to the buyer for each of three tranches

Number of tranches settled 3 tranches Variable prepaid forward sale tranches settled on July 20-22, 2026

Per-share price in stock entries $46.2527 per share Recorded for each 150,000-share common stock disposition tied to VPF settlement

VPF Floor Price $41.6275 per share Threshold VWAP level; CELH traded below this on each tranche’s maturity date

Restructuring share count 900,000 shares Aggregate shares across six restructuring entries (derivative and non-derivative)

Key Terms

Variable Prepaid Forward Sale Contract, volume-weighted average price, Floor Price, physical settlement

4 terms

Variable Prepaid Forward Sale Contract financial

"CD settled three tranches of a Variable Prepaid Forward Sale Contract on CELH common stock"

volume-weighted average price financial

"the volume-weighted average price of CELH common stock was below $41.6275"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Floor Price financial

"under the contract of the VPF, the "Floor Price" was $41.6275"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

physical settlement financial

"For these three tranches of the VPF, physical settlement applied"

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/22/2026 - 06:33 PM Accepted by SEC EDGAR 07/22/2026 - 06:32 PM Learn about SEC filing dates

FAQ

What insider activity did Dean DeSantis report for Celsius (CELH)?

Dean DeSantis reported indirect dispositions linked to a variable prepaid forward sale contract on CELH shares. CD Financial LLC, which he manages and in which a related trust holds a 99% beneficial interest, physically settled three contract tranches by delivering CELH common stock.

How many Celsius (CELH) shares were delivered per forward sale tranche?

For each of the three tranches, CD Financial LLC transferred 150,000 shares of CELH common stock to the buyer. These transfers occurred as physical settlements under a prepaid variable forward sale contract when the contract’s price conditions were met.

On what dates were the variable prepaid forward tranches on CELH settled?

CD Financial LLC settled three tranches on July 20, 21, and 22, 2026. The corresponding maturity dates were July 17, 20, and 21, 2026, after which the settlements occurred in physical shares under the previously executed forward sale contract.

What was the Floor Price and VWAP condition in the Celsius (CELH) forward sale?

The contract specified a Floor Price of $41.6275 per share. On each tranche’s maturity date, the volume-weighted average price of CELH common stock was below this level, triggering physical settlement where CD delivered shares to the buyer without additional payment.

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

The record holder is CD Financial LLC. Dean DeSantis is its manager and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD, giving him shared voting and dispositive power over the CELH shares involved.

Were the Celsius (CELH) transactions under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as a trading plan. Instead, the disclosure describes the activity as settlements of a prepaid variable forward sale contract that CD Financial LLC entered into on June 6, 2023 with an unaffiliated buyer.

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

X

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 FLORIDA 33483

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% owner

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/20/2026		J/K(2)(3)		150,000	D	$46.2527	12,382,396	I	See Footnote(1)
Common Stock	07/21/2026		J/K(2)(3)		150,000	D	$46.2527	12,232,396	I	See Footnote(1)
Common Stock	07/22/2026		J/K(2)(3)		150,000	D	$46.2527	12,082,396	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)	07/20/2026		J/K(2)(3)			150,000	(2)(3)	(2)(3)	Common Stock	150,000	$0(2)(3)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)	07/21/2026		J/K(2)(3)			150,000	(2)(3)	(2)(3)	Common Stock	150,000	$0(2)(3)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)	07/22/2026		J/K(2)(3)			150,000	(2)(3)	(2)(3)	Common Stock	150,000	$0(2)(3)	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 July 20, 2026, July 21, 2026, and July 22, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.

3. On the maturity dates for each tranche (July 17, 2026, July 20, 2026, and July 21, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.

	/s/ Dean DeSantis	07/22/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)