Celsius Holdings (CELH) insider settles prepaid variable share sale

Rhea-AI Filing Summary

Celsius Holdings, Inc. reported an insider transaction involving an entity associated with major shareholder Deborah DeSantis. CD Financial LLC, for which she is manager and a trustee of a trust owning a 99% beneficial interest, is the record holder of the shares and she has shared voting and dispositive power over them.

On January 8, 9, and 12, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on January 19, 2023. For each tranche, CD disposed of 120,000 shares of Celsius common stock indirectly at a price of $38.7911 per share, with beneficial ownership reported as indirect. These settlements reflected full physical delivery of shares under variable prepaid forward contracts.

The contracts obligated CD to deliver 120,000 shares following each tranche’s maturity, while the buyer paid cash based on a formula using a floor price of $29.0933, a cap price of $38.7911, and an amount of $9.6978 if the settlement price exceeded the cap. For the relevant maturity dates, the settlement prices were above the floor and below the cap, triggering cash payments calculated under that formula.

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 Deborah

(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)
01/08/2026

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	01/08/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,282,396	I	See Footnote(1)
Common Stock	01/09/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,162,396	I	See Footnote(1)
Common Stock	01/12/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,042,396	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)	01/08/2026		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)	01/09/2026		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)	01/12/2026		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 8, 2026, January 9, 2026, and January 12, 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 7, 2026, January 8, 2026, and January 9, 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 7, 2026, January 8, 2026, and January 9, 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/ Deborah DeSantis	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

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

The filing reports that an entity associated with major shareholder Deborah DeSantis, CD Financial LLC, settled three tranches of a prepaid variable forward sale. In connection with these settlements, CD delivered shares of Celsius common stock and received cash based on a preset pricing formula.

Who actually holds the Celsius (CELH) shares involved in the transaction?

The shares are held of record by CD Financial LLC. Deborah DeSantis is the manager of CD and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. She has shared voting and dispositive power over the shares reported.

How many Celsius shares were involved in each reported tranche?

Each of the three reported tranches involved 120,000 shares of Celsius common stock. These shares were delivered in connection with full physical settlement of the variable prepaid forward sale contracts.

On what dates were the Celsius (CELH) prepaid variable forward tranches settled?

CD Financial LLC settled three tranches of the prepaid variable forward sale on January 8, 2026, January 9, 2026, and January 12, 2026, following tranche maturities on January 7, 8, and 9, 2026.

How was the cash amount determined for the Celsius variable prepaid forward settlements?

For each tranche, the buyer paid CD cash based on the volume-weighted average price on the maturity date. If that price was above $29.0933 (the floor) and at or below $38.7911 (the cap), the amount equaled the number of shares times the excess over the floor. If it exceeded the cap, the amount equaled the number of shares times $9.6978.

What were the settlement price conditions for the Celsius (CELH) forward contracts?

For the maturities on January 7, 8, and 9, 2026, the settlement price for Celsius common stock was greater than the floor price of $29.0933 and less than the cap price of $38.7911, so cash payments were determined under that mid-range formula.

How is Deborah DeSantis’s ownership reported after these Celsius share deliveries?

After each reported share delivery, the Form 4 lists the amount of Celsius common stock beneficially owned indirectly by the reporting person. Ownership is reported as indirect through CD Financial LLC with the nature of ownership described in the footnotes.