Celsius Holdings (CELH) insider settles variable prepaid forward deals

Rhea-AI Filing Summary

Celsius Holdings insider reports prepaid forward stock settlements. A reporting person classified as a director and 10% owner of Celsius Holdings, Inc. (CELH) disclosed the settlement of variable prepaid forward sale contracts tied to company common stock.

On December 24, 2025 and December 29, 2025, an affiliated entity, CD Financial LLC, disposed of 120,000 shares of common stock on each date at a reference price of $38.7911 per share, through physical settlement of tranches under a variable prepaid forward sale contract entered on January 19, 2023. After these transactions, the reporting person indirectly beneficially owned 14,122,396 shares of Celsius common stock through CD Financial LLC and a related trust structure.

The contract used a formula with a floor price of $29.0933 and a cap price of $38.7911, under which the unaffiliated buyer paid cash to CD when the settlement prices on December 23, 2025 and December 26, 2025 were above the floor but below the cap.

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

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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)
12/24/2025

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	12/24/2025		J/K(2)(3)(4)		120,000	D	$38.7911	14,242,396	I	See Footnote(1)
Common Stock	12/29/2025		J/K(2)(3)(4)		120,000	D	$38.7911	14,122,396	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)	12/24/2025		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)	12/29/2025		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 December 24, 2025 and December 29, 2025, 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 December 23, 2025 and December 26, 2025), 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 December 23, 2025 and December 26, 2025, 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	12/29/2025
	** 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

What insider transaction did Celsius Holdings (CELH) report in this Form 4?

The filing reports that a director and 10% owner of Celsius Holdings, Inc. (CELH), through CD Financial LLC, settled variable prepaid forward sale contracts, resulting in the physical delivery of company common stock and receipt of cash based on a pricing formula.

How many Celsius (CELH) shares were delivered in the reported prepaid forward settlements?

CD Financial LLC delivered 120,000 shares of Celsius common stock on December 24, 2025 and another 120,000 shares on December 29, 2025 in connection with tranches of a variable prepaid forward sale contract.

What were the key price terms of the Celsius (CELH) variable prepaid forward contract?

The contract referenced a floor price of $29.0933 per share and a cap price of $38.7911. If the settlement price on the maturity date was between these levels, the buyer paid cash equal to the number of shares multiplied by the excess of the settlement price over the floor price.

How many Celsius (CELH) shares does the reporting person still beneficially own after these transactions?

Following the reported settlements, the reporting person indirectly beneficially owned 14,122,396 shares of Celsius common stock through CD Financial LLC and a related revocable trust.

What is the relationship between the reporting person and CD Financial LLC in this Celsius (CELH) filing?

The reporting person is the manager of CD Financial LLC and a trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD. CD is the record holder of the Celsius shares covered by this report.

When were the Celsius (CELH) variable prepaid forward tranches entered into and when did they mature?

The variable prepaid forward sale transaction was entered into on January 19, 2023. The tranches reported here matured on December 23, 2025 and December 26, 2025, after which settlement occurred on December 24, 2025 and December 29, 2025.