Prepaid share sale settled by Celsius Holdings (CELH) major holder

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH) filed a Form 4 reporting that shares were transferred by CD Financial LLC, an entity associated with 10% owner William H. Milmoe, in connection with a prepaid variable forward sale transaction. CD, which is managed by Milmoe and is majority-owned via the Carl DeSantis Revocable Trust, is the record holder of the shares.

On January 5, 6, and 7, 2026, CD settled three tranches of a variable prepaid forward (VPF) entered on January 19, 2023, electing full physical settlement. For each tranche, CD delivered 120,000 shares of Celsius common stock and received cash based on a formula using a floor price of $29.0933 and a cap price of $38.7911. Following the final settlement, Milmoe reports indirect beneficial ownership of 13,402,396 Celsius shares 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)
01/05/2026

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	01/05/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,642,396	I	See Footnote(1)
Common Stock	01/06/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,522,396	I	See Footnote(1)
Common Stock	01/07/2026		J/K(2)(3)(4)		120,000	D	$38.7911	13,402,396	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)	01/05/2026		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)	01/06/2026		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)	01/07/2026		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 5, 2026, January 6, 2026, and January 7, 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 2, 2026, January 5, 2026, and January 6, 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 2, 2026, January 5, 2026, and January 6, 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	01/07/2026
	** 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.

FAQ

Who is the reporting person in this Celsius (CELH) Form 4 filing?

The reporting person is William H. Milmoe, identified as a 10% owner of Celsius Holdings, Inc. He reports indirect ownership because he is the manager of CD Financial LLC and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the Celsius shares reported.

How many Celsius (CELH) shares were delivered in connection with the prepaid variable forward?

CD Financial LLC settled three tranches of a prepaid variable forward sale, delivering 120,000 Celsius common shares in each tranche. These settlements occurred on January 5, 6, and 7, 2026, for a total of 360,000 shares delivered across the three tranches.

What are the key pricing terms of the Celsius (CELH) prepaid variable forward transaction?

The variable prepaid forward sale used a formula based on a floor price of $29.0933 and a cap price of $38.7911. For each tranche, if the volume-weighted average price on the maturity date was greater than the floor but less than or equal to the cap, CD received cash equal to the Share Number multiplied by the excess of the Settlement Price over the floor. If the price exceeded the cap, the excess per share was fixed at $9.6978.

What happened to the derivative contracts reported in this Celsius (CELH) Form 4?

The filing shows three entries for a Variable Prepaid Forward Sale Contract (obligation to sell), each covering 120,000 underlying shares. These contracts were settled on January 5, 6, and 7, 2026 with full physical settlement. After these settlements, the number of such derivative securities beneficially owned is reported as 0.

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

After the final reported transaction on January 7, 2026, the Form 4 reports that 13,402,396 shares of Celsius common stock are beneficially owned indirectly. These shares are held by CD Financial LLC, for which the reporting person has shared voting and dispositive power.

Were the Celsius (CELH) transactions tied to a prepaid variable forward entered earlier?

Yes. The footnotes state that the three tranches settled on January 5, 6, and 7, 2026 relate to a prepaid variable forward sale transaction entered into on January 19, 2023 with an unaffiliated third-party buyer. CD elected full physical settlement for these tranches, delivering shares rather than cash-only settlement.