Celsius Holdings insider settles prepaid forward sale

Celsius Holdings, Inc. insider Dean DeSantis, through CD Financial LLC, reported indirect dispositions tied to a variable prepaid forward sale.

Rhea-AI Filing Summary

Celsius Holdings, Inc. insider Dean DeSantis, through CD Financial LLC, reported indirect dispositions tied to a variable prepaid forward sale. On July 31 and August 3, 2026, CD physically settled three tranches of the contract by delivering 150,000 CELH shares per tranche to an unaffiliated buyer, with no additional payment, after the maturity-date VWAP fell below the contract Floor Price of $41.6275. These transfers were coded as "other acquisition or disposition" rather than open-market sales.

Insider Trade Summary

Other: 600,000 shares

Other 4 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

Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 contracts (Indirect, See Footnote); Common Stock — 10,882,396 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 31, 2026 and August 3, 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 30, 2026 and July 31, 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 delivered per tranche: 150,000 shares Number of tranches settled: 3 tranches Contract Floor Price: $41.6275 per share +2 more

5 metrics

Shares delivered per tranche 150,000 shares CELH common shares transferred in each variable prepaid forward tranche settlement

Number of tranches settled 3 tranches Tranches of the variable prepaid forward settled on July 31 and August 3, 2026

Contract Floor Price $41.6275 per share Floor Price under the variable prepaid forward sale contract

Restructuring transaction shares 600,000 shares Total shares across J-code restructuring transactions reported in this Form 4

Transaction dates July 31, 2026; August 3, 2026 Dates CD Financial LLC settled reported variable prepaid forward tranches

Key Terms

Variable Prepaid Forward Sale Contract, physical settlement, Floor Price, volume-weighted average price, +1 more

5 terms

Variable Prepaid Forward Sale Contract financial

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

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.

Floor Price financial

"below $41.6275 (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.

volume-weighted average price financial

"On the maturity dates for each tranche ... the volume-weighted average price of CELH common stock"

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.

beneficial interest financial

"Revocable Trust, which owns a 99% beneficial interest in CD."

Beneficial interest is the right to receive the economic benefits of an asset—such as dividends, interest, or sale proceeds—without necessarily holding legal title to it. For investors this matters because it determines who actually gains from an investment or trust, much like renting an apartment where the tenant enjoys living there and paying bills while the landlord holds the deed; understanding who has the beneficial interest affects income rights, voting influence, and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did Dean DeSantis report for CELH?

Dean DeSantis reported indirect dispositions of Celsius Holdings (CELH) shares via CD Financial LLC, reflecting the physical settlement of a variable prepaid forward sale. Shares were transferred to an unaffiliated buyer under existing contract terms rather than through new open-market sales.

How many Celsius Holdings (CELH) shares were transferred in the forward contract settlement?

CD Financial settled three tranches, delivering 150,000 CELH shares per tranche under the variable prepaid forward. These transfers occurred on July 31 and August 3, 2026, as part of the contract’s physical settlement mechanics with an unaffiliated third-party buyer.

Was the CELH insider transaction an open-market sale?

No. The CELH transactions were coded "J" (other acquisition or disposition) and described as physical settlement of a variable prepaid forward. CD Financial transferred shares to the buyer under contract terms, with no additional payment, rather than executing standard open-market stock sales.

Who held the CELH shares involved in the Dean DeSantis transaction?

The shares were held by CD Financial LLC, which is the record holder. A revocable trust linked to Dean DeSantis owns a 99% beneficial interest in CD, and DeSantis has shared voting and dispositive power over the Celsius Holdings shares reported.

What price terms governed the CELH variable prepaid forward for Dean DeSantis?

The contract specified a Floor Price of $41.6275 per share. On the maturity dates, the volume-weighted average price of CELH common stock was below this level, triggering physical settlement where CD Financial delivered fixed share amounts with no extra payment from the buyer.

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

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Available on EDGAR 08/03/2026 - 08:36 PM Accepted by SEC EDGAR 08/03/2026 - 08:36 PM Learn about SEC filing dates

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)
07/31/2026

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	07/31/2026		J/K(2)(3)		150,000	D	$46.2527	11,032,396	I	See Footnote(1)
Common Stock	08/03/2026		J/K(2)(3)		150,000	D	$46.2527	10,882,396	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)	07/31/2026		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)	08/03/2026		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 31, 2026 and August 3, 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 30, 2026 and July 31, 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	08/03/2026
	** 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)