Celsius Holdings (NASDAQ: CELH) settles forward sale on 450,000 shares

Q: What insider transaction involving CELH did Deborah DeSantis report?

The report shows that an entity she manages, CD Financial LLC , settled three tranches of a prepaid variable forward, physically delivering 150,000 Celsius (CELH) shares per tranche to an unaffiliated buyer between July 28 and July 30, 2026, in satisfaction of derivative obligations.

Q: How many Celsius Holdings (CELH) shares were delivered under the prepaid forward?

Across all tranches, CD Financial LLC delivered 450,000 CELH shares , consisting of three physical settlements of 150,000 shares each . These deliveries occurred on July 28, 29, and 30, 2026, to an unaffiliated buyer under a prepaid variable forward sale arrangement.

Q: What was the floor price in the CELH prepaid variable forward transaction?

The prepaid variable forward used a contract Floor Price of $41.6275 per share. On each maturity date, the volume-weighted average price of CELH common stock was below this level, triggering delivery of 150,000 shares per tranche in physical settlement.

Q: Who actually held and transferred the Celsius (CELH) shares in this transaction?

The shares were held and transferred by CD Financial LLC , which is the record holder. A revocable trust owning a 99% beneficial interest in CD is linked to Deborah DeSantis, and she has shared voting and dispositive power over these shares as manager and trustee.

Q: Did the CELH insider transaction involve additional cash paid at settlement?

No, for these three tranches, CD Financial LLC transferred 150,000 shares per tranche without additional payment from the buyer. The shares were delivered in physical settlement of the prepaid variable forward, reflecting prior economic arrangements rather than new cash consideration at maturity.

Q: When was the CELH prepaid variable forward originally entered and when did it settle?

The prepaid variable forward was entered on June 6, 2023 with an unaffiliated buyer. Three tranches were then settled by CD Financial LLC on July 28, 29, and 30, 2026 , each involving physical delivery of 150,000 Celsius common shares in satisfaction of the forward obligations.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Celsius Holdings, Inc. reported that CD Financial LLC, an entity managed by former 10% owner Deborah DeSantis, settled three tranches of a prepaid variable forward sale entered on June 6, 2023. From July 28–30, 2026, CD physically delivered 150,000 CELH shares per tranche to an unaffiliated buyer, disposing of related derivative obligations without additional cash from the buyer at maturity.

Insider Trade Summary

Net Seller: 450,000 shares

Net Sell 6 txns

Insider DeSantis Deborah

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 — 11,182,396 shares (Indirect, See Footnote)

Footnotes (3)

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.
F2. On July 28, 2026, July 29, 2026, and July 30, 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.
F3. On the maturity dates for each tranche (July 27, 2026, July 28, 2026, and July 29, 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: 150000 shares Total tranches settled: 3 tranches Aggregate shares delivered: 450000 shares +4 more

7 metrics

Shares per VPF tranche 150000 shares Common stock delivered in each of three VPF tranches settled July 28–30, 2026

Total tranches settled 3 tranches Number of prepaid variable forward tranches settled by CD Financial LLC

Aggregate shares delivered 450000 shares Three tranches of 150000 shares each delivered to an unaffiliated buyer

Reported price per share $46.2527 Per-share price reported for the 150000-share common stock legs on July 28–30, 2026

Floor Price $41.6275 Contract floor price under the prepaid variable forward; VWAP was below this on each maturity date

VPF trade date June 6, 2023 Date CD Financial LLC entered the prepaid variable forward with an unaffiliated buyer

Settlement window July 28–30, 2026 Dates CD Financial LLC physically settled the three VPF tranches

Key Terms

Variable Prepaid Forward Sale Contract (obligation to sell), prepaid variable forward sale transaction, volume-weighted average price, Floor Price, +1 more

5 terms

Variable Prepaid Forward Sale Contract (obligation to sell) financial

"Variable Prepaid Forward Sale Contract (obligation to sell) reported as derivative"

prepaid variable forward sale transaction financial

"settled three tranches of a prepaid variable forward sale transaction"

volume-weighted average price financial

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

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""

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/30/2026 - 09:01 PM Accepted by SEC EDGAR 07/30/2026 - 09:00 PM

FAQ

What insider transaction involving CELH did Deborah DeSantis report?

The report shows that an entity she manages, CD Financial LLC, settled three tranches of a prepaid variable forward, physically delivering 150,000 Celsius (CELH) shares per tranche to an unaffiliated buyer between July 28 and July 30, 2026, in satisfaction of derivative obligations.

How many Celsius Holdings (CELH) shares were delivered under the prepaid forward?

Across all tranches, CD Financial LLC delivered 450,000 CELH shares, consisting of three physical settlements of 150,000 shares each. These deliveries occurred on July 28, 29, and 30, 2026, to an unaffiliated buyer under a prepaid variable forward sale arrangement.

What was the floor price in the CELH prepaid variable forward transaction?

The prepaid variable forward used a contract Floor Price of $41.6275 per share. On each maturity date, the volume-weighted average price of CELH common stock was below this level, triggering delivery of 150,000 shares per tranche in physical settlement.

Who actually held and transferred the Celsius (CELH) shares in this transaction?

The shares were held and transferred by CD Financial LLC, which is the record holder. A revocable trust owning a 99% beneficial interest in CD is linked to Deborah DeSantis, and she has shared voting and dispositive power over these shares as manager and trustee.

Did the CELH insider transaction involve additional cash paid at settlement?

No, for these three tranches, CD Financial LLC transferred 150,000 shares per tranche without additional payment from the buyer. The shares were delivered in physical settlement of the prepaid variable forward, reflecting prior economic arrangements rather than new cash consideration at maturity.

When was the CELH prepaid variable forward originally entered and when did it settle?

The prepaid variable forward was entered on June 6, 2023 with an unaffiliated buyer. Three tranches were then settled by CD Financial LLC on July 28, 29, and 30, 2026, each involving physical delivery of 150,000 Celsius common shares in satisfaction of the forward obligations.

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^*

DeSantis Deborah

(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)
07/28/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2026		J/K⁽²⁾⁽³⁾		150,000	D	$46.2527	11,482,396	I	See Footnote⁽¹⁾
Common Stock	07/29/2026		J/K⁽²⁾⁽³⁾		150,000	D	$46.2527	11,332,396	I	See Footnote⁽¹⁾
Common Stock	07/30/2026		J/K⁽²⁾⁽³⁾		150,000	D	$46.2527	11,182,396	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾	07/28/2026		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⁾	07/29/2026		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⁾	07/30/2026		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 28, 2026, July 29, 2026, and July 30, 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 27, 2026, July 28, 2026, and July 29, 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/ Deborah DeSantis	07/30/2026
	** 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)

Source: View Original Filing on SEC EDGAR