Celsius (NASDAQ: CELH) insider entity settles prepaid forward on shares

Rhea-AI Filing Summary

Celsius Holdings, Inc. insider activity centers on a structured share sale by an affiliated entity rather than a direct personal sale. CD Financial LLC, which is managed by reporting person William H. Milmoe and is 99% beneficially owned through the Carl DeSantis Revocable Trust, is the record holder of the shares.

On January 16, 20 and 21, 2026, CD settled three tranches of a prepaid variable forward sale contract entered in January 2023 with an unaffiliated buyer, electing full physical settlement for each tranche. For each tranche, CD was obligated to deliver 120,000 shares of Celsius common stock after tranche maturity, while the buyer paid cash based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share.

For all three tranche maturities, the settlement price was above the floor and below the cap, so CD delivered shares and received cash equal to the number of shares multiplied by the difference between the settlement price and the floor price. After these settlements, Milmoe continued to report more than 12.3 million Celsius shares as indirectly beneficially owned through CD.

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^*

Milmoe William H.

(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/ William H. Milmoe	01/21/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did CELH reporting person William H. Milmoe report?

The report describes settlements by CD Financial LLC, an entity managed by William H. Milmoe, of three tranches of a prepaid variable forward sale contract on Celsius Holdings common stock. Each tranche involved delivering 120,000 shares and receiving cash based on a pricing formula.

Who actually held and delivered the Celsius (CELH) shares in this Form 4 filing?

The shares were held and delivered by CD Financial LLC, which is the record holder. William H. Milmoe is the manager of CD and a trustee of the Carl DeSantis Revocable Trust that owns a 99% beneficial interest in CD, and he has shared voting and dispositive power over the reported shares.

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

Each of the three prepaid variable forward tranches obligated CD Financial LLC to deliver 120,000 shares of Celsius common stock following the maturity date of that tranche, in connection with the full physical settlement election.

What pricing terms governed the prepaid variable forward on Celsius (CELH) shares?

The cash paid to CD for each tranche was calculated using a floor price of $29.0933 and a cap price of $38.7911 per share. When the settlement price was between these levels, the buyer paid the number of shares multiplied by the excess of the settlement price over the floor price.

What were the settlement price outcomes for the Celsius (CELH) variable forward tranches?

For the tranche maturities on January 15, 2026, January 16, 2026, and January 20, 2026, the settlement prices were greater than the floor price and less than the cap price, triggering delivery of shares by CD and cash payments calculated under the contract formula.

How many Celsius (CELH) shares did William H. Milmoe report as indirectly owned after these transactions?

After the reported transactions, the Form 4 shows that William H. Milmoe indirectly beneficially owned 12,322,396 shares of Celsius common stock through CD Financial LLC.