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Celsius Holdings, Inc. Form 4 Filings

CELH NASDAQ

Every Form 4 that Celsius Holdings, Inc. (CELH) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A Form 4 covers the transactions officers, directors and large holders report, so if you follow CELH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CELH filings page.

Rhea-AI Summary

Celsius Holdings, Inc. (CELH) reports that Chief Executive Officer and director John Fieldly purchased 18,000 shares of common stock on September 10, 2026 in an open-market transaction at a weighted average price of $27.4357 per share, with individual trades ranging from $27.42 to $27.4387. Following this purchase, Fieldly directly holds 956,063 shares, which include 523 shares acquired under Celsius' 2025 Employee Stock Purchase Plan on June 30, 2026. No Rule 10b5-1 trading plan is reported for this transaction.

Rhea-AI Summary

Previn Fletcher F reported acquisition or exercise transactions in this Form 4 filing.

Celsius Holdings, Inc. reported that director F. Previn received a grant of 3,812 restricted stock units (RSUs) of common stock on August 7, 2026. Each RSU represents one share and reflects the pro-rata portion of the 2026 annual director equity grant. These RSUs vest in full on February 27, 2027, the vesting date for all 2026 director equity awards, resulting in post-transaction direct holdings of 3,812 shares valued at $27.77 per share for grant purposes.

Rhea-AI Summary

Celsius Holdings, Inc. reporting person William H. Milmoe, through indirect holdings managed via CD Financial LLC and a trust with a 99% beneficial interest in CD, reported dispositions tied to a variable prepaid forward sale contract on CELH common stock. CD physically settled three tranches of a prepaid variable forward entered on June 6, 2023 with an unaffiliated buyer. On maturity dates in late July 2026, the volume‑weighted average price of CELH stock was below the $41.6275 Floor Price, so CD transferred 150,000 shares of common stock for each tranche without additional payment from the buyer, with these transfers reported as code J “other” transactions rather than open‑market sales.

Rhea-AI Summary

Celsius Holdings, Inc. reports indirect dispositions linked to a variable prepaid forward sale contract on CELH stock. CD Financial LLC, managed by former 10% owner Deborah DeSantis, settled three tranches on July 31 and August 3, 2026, transferring 150,000 shares per tranche in physical settlement after the volume-weighted average price fell below the $41.6275 Floor Price, without additional payment from the buyer.

Rhea-AI 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.

Rhea-AI Summary

Celsius Holdings, Inc. reported that William H. Milmoe, a former 10% owner acting through CD Financial LLC, settled three tranches of a prepaid variable forward on CELH common stock. On July 28–30, 2026 CD physically delivered 150,000 shares per tranche to an unaffiliated buyer, with related indirect stock dispositions reported at $46.2527 per share and no additional payment from the buyer at settlement.

Rhea-AI 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.

Rhea-AI Summary

Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, reported settling three tranches of a variable prepaid forward sale contract linked to Celsius common stock. On July 28–30, 2026, CD physically delivered 150,000 shares per tranche, or 450,000 shares in total, to an unaffiliated buyer. The volume-weighted average prices on the maturity dates were below the contract Floor Price of $41.6275, so the buyer made no additional payment. All entries are indirect dispositions by CD Financial LLC under this forward-sale structure.

Rhea-AI Summary

Celsius Holdings, Inc. reports that CD Financial LLC, an entity associated with William H. Milmoe, settled three tranches of a prepaid variable forward sale entered on June 6, 2023, delivering 150,000 common shares per tranche (450,000 total) to an unaffiliated buyer. Milmoe, as CD’s manager and trustee of a trust holding a 99% beneficial interest in CD, has shared voting and dispositive power over these shares.

The common-stock dispositions are reported at a price of 46.2527 per share. Under the contract, a Floor Price of 41.6275 applied, and the volume-weighted average price on each maturity date was below this Floor Price, so the buyer made no additional payment in these physical settlements.

Rhea-AI Summary

DeSantis Deborah reported disposition transactions in this Form 4 filing.

Celsius Holdings, Inc. reports that CD Financial LLC, managed by Deborah DeSantis, settled three tranches of a prepaid variable forward sale on Celsius common stock. CD transferred 150,000 shares per tranche, or 450,000 shares total, in physical settlement on July 23, 24 and 27, 2026, without additional payment from the buyer. The common stock entries show a transaction price of $46.2527 per share and the contract defines a VPF floor price of $41.6275, with DeSantis sharing voting and dispositive power over these indirectly held shares.

Rhea-AI Summary

Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract linked to CELH common stock. On July 23, 24 and 27, 2026, CD disposed of forward contracts referencing 150,000 shares per tranche and transferred 150,000 common shares in each tranche at $46.2527 per share, all held indirectly. The arrangement, entered on June 6, 2023 with an unaffiliated buyer, physically settled after the volume-weighted average price on the July 22–24, 2026 maturity dates fell below the $41.6275 Floor Price, so CD delivered shares without additional cash payment from the buyer.

Rhea-AI Summary

CD Financial LLC, an entity associated with former 10% owner William H. Milmoe of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale transaction entered into on June 6, 2023 with an unaffiliated third-party buyer. On July 20, 21 and 22, 2026, CD physically settled the tranches by transferring 150,000 shares of Celsius common stock per tranche, for a total of 450,000 shares, to the buyer. These indirect transactions were reported under code J as other dispositions. Footnotes state that on tranche maturity dates the volume-weighted average price of Celsius common stock was below the contract’s $41.6275 Floor Price, so CD delivered shares without additional payment from the buyer. Milmoe is manager of CD and a trustee of a trust holding a 99% beneficial interest in CD, with shared voting and dispositive power over the affected shares.

Rhea-AI Summary

DeSantis Deborah reported disposition transactions in this Form 4 filing.

Celsius Holdings, Inc. reporting person Deborah DeSantis, a former 10% owner, reported the physical settlement of three tranches of a prepaid variable forward sale with an unaffiliated buyer. Through CD Financial LLC, she delivered 150,000 Celsius common shares per tranche (450,000 total) on July 20–22, 2026. The tranches matured when the volume-weighted average price was below the $41.6275 Floor Price, so CD transferred the shares without additional payment from the buyer. The shares were held indirectly, with DeSantis sharing voting and dispositive power via CD and a revocable trust.

Rhea-AI Summary

Celsius Holdings, Inc. reporting person Dean DeSantis, identified as a former 10% owner, reported indirect dispositions tied to a variable prepaid forward sale contract on CELH common stock. The shares are held by CD Financial LLC, which is the record holder; DeSantis manages CD and is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD, giving him shared voting and dispositive power.

On July 20, 21, and 22, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches, physical settlement applied. On the maturity dates for each tranche (July 17, 20, and 21, 2026), the volume-weighted average price of CELH common stock was below the contract’s $41.6275 Floor Price.

Because the VWAP was below the Floor Price on each maturity date, CD transferred to the buyer 150,000 shares of CELH common stock for each tranche without additional payment from the buyer. Corresponding Form 4 entries show, for each tranche, a derivative entry closing 150,000 forward-contract units and a related indirect disposition of 150,000 common shares at a recorded price of $46.2527 per share, all coded as restructuring-type transactions (code J).

Rhea-AI Summary

Celsius Holdings, Inc. reports that CD Financial LLC, an entity managed by reporting person William H. Milmoe, physically settled three tranches of a prepaid variable forward sale contract by transferring 150,000 common shares on each of July 15, 16 and 17, 2026, for a total of 450,000 shares. The contract’s Floor Price was $41.6275 per share and, on each maturity date, no additional cash was paid by the buyer; after these indirect dispositions, CD reported holding 12,532,396 Celsius common shares.

Rhea-AI Summary

DeSantis Deborah reported disposition transactions in this Form 4 filing.

CD Financial LLC, an entity managed by Deborah DeSantis, settled three tranches of a prepaid variable forward sale tied to Celsius Holdings, Inc. (CELH) stock. On July 15–17, 2026, CD delivered 150,000 CELH shares per tranche (total 450,000) to an unaffiliated buyer in physical settlement after the stock’s volume-weighted average price was below the contract $41.6275 Floor Price, with no additional payment from the buyer. After these deliveries, CD indirectly held 12,532,396 CELH shares and the corresponding forward-sale derivative positions for these tranches were removed.

Rhea-AI Summary

Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract on CELH common stock. On July 15–17, 2026, CD transferred 150,000 shares per tranche to an unaffiliated buyer at $46.2527 per share after the volume-weighted average prices on the maturity dates were below the contract $41.6275 Floor Price, resulting in physical share settlement without additional payment. Following these dispositions, CD continued to hold 12,532,396 CELH shares indirectly, with DeSantis sharing voting and dispositive power.

Rhea-AI Summary

Celsius Holdings, Inc. reporting person William H. Milmoe, as manager of CD Financial LLC, oversaw CD’s physical settlement of three tranches of a variable prepaid forward sale contract. CD delivered 150,000 CELH shares per tranche (450,000 total) after prices fell below the $41.6275 floor price and now indirectly holds 12,982,396 shares, over which Milmoe has shared voting and dispositive power.

Rhea-AI Summary

Celsius Holdings, Inc. reporting person Deborah DeSantis, through CD Financial LLC, settled three tranches of a prepaid variable forward sale contract with an unaffiliated buyer. CD physically delivered 150,000 common shares per tranche in July 2026 and now holds 12,982,396 shares of Celsius common stock indirectly.

Rhea-AI Summary

Celsius Holdings, Inc. reporting person DeSantis Dean, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract on CELH common stock. For each tranche, CD Financial LLC transferred 150,000 shares in physical settlement to an unaffiliated buyer.

On the July 2026 maturity dates, the contract’s volume-weighted average prices were below the $41.6275 Floor Price, so shares were delivered without additional payment from the buyer. After these settlements, CD Financial LLC held 12,982,396 CELH shares indirectly attributable to DeSantis Dean, over which he has shared voting and dispositive power.

Rhea-AI Summary

Celsius Holdings, Inc. insider-related entity CD Financial LLC settled three tranches of a prepaid variable forward sale transaction tied to Celsius common stock. For each tranche, on July 7, 8, and 9, 2026, CD physically delivered 150,000 shares, for a total of 450,000 shares, to an unaffiliated buyer. The filing shows an effective price of $46.2527 per share for these common stock entries and notes that the volume-weighted average price was below the VPF’s Floor Price of $41.6275, so CD transferred the shares without additional payment from the buyer. Following the final tranche, indirect holdings reported for the manager through CD totaled 13,432,396 shares of Celsius common stock.

Rhea-AI Summary

Celsius Holdings, Inc. insider reporting person Deborah DeSantis, through affiliated entity CD Financial LLC, reported a restructuring of an existing derivative arrangement tied to Common Stock.

CD Financial settled three tranches of a prepaid variable forward sale transaction entered on June 6, 2023 with an unaffiliated buyer. On the maturity dates in July 2026, the volume‑weighted average price of CELH common stock was below the contract “Floor Price” of $41.6275, triggering physical settlement. For each tranche, CD Financial transferred 150,000 shares of Common Stock to the buyer without additional payment, for a total transfer of 450,000 shares under the forward contract.

Following these transactions, entities associated with DeSantis held 13,432,396 CELH shares indirectly, with the reporting person sharing voting and dispositive power over these shares.

Rhea-AI Summary

Celsius Holdings, Inc. insider filings show that CD Financial LLC, an entity managed by Dean DeSantis and majority-owned via the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale transaction entered on June 6, 2023 with an unaffiliated buyer.

On July 7, 8, and 9, 2026, CD physically settled these tranches by transferring 150,000 shares of Celsius common stock for each tranche after the volume-weighted average price on the applicable maturity dates fell below the $41.6275 floor price, with no additional payment from the buyer. Following these transactions, entities associated with DeSantis reported indirect ownership of 13,432,396 Celsius common shares with shared voting and dispositive power.

Rhea-AI Summary

Celsius Holdings, Inc. President & COO Eric Hanson reported a routine share disposition tied to equity compensation taxes. On 2026-05-30, 6,146 shares of common stock were withheld at $33.27 per share to satisfy tax withholding due upon the vesting of restricted stock units. After this tax-withholding transaction, Hanson directly held 70,246 shares of Celsius common stock. This was not an open‑market purchase or sale but an automatic mechanism to cover tax obligations on vested awards.

Rhea-AI Summary

Celsius Holdings President & COO Eric Hanson reported an open-market purchase of company stock. On May 21, 2026, he bought 7,500 shares of common stock at a price of $29.04 per share. After this transaction, he directly holds a total of 76,392 Celsius shares.

Rhea-AI Summary

Celsius Holdings director Hal Kravitz reported buying additional company stock in the open market. On this Form 4, he acquired 8,400 shares of Celsius Holdings common stock through an open-market purchase at a weighted average price of $29.73 per share.

According to the filing, these shares were purchased in multiple trades at prices ranging from $29.58 to $29.79 per share. After this transaction, Kravitz directly owns 227,158 shares of Celsius Holdings common stock, giving him a larger personal stake in the company.

Rhea-AI Summary

Celsius Holdings CEO John Fieldly reported an open-market purchase of company stock. On May 22, 2026, he bought 8,475 shares of Common Stock at $29.36 per share. Following this transaction, his direct holdings increased to 937,540 shares.

Rhea-AI Summary

Celsius Holdings, Inc. chief executive officer John Fieldly reported a routine tax-related share disposition. On May 17, 2026, 1,058 shares of common stock were withheld to satisfy tax obligations arising from the vesting of restricted stock units, rather than sold in the open market. After this withholding, Fieldly directly holds 929,065 shares of Celsius common stock.

Rhea-AI Summary

Celsius Holdings, Inc. Chief Supply Chain Officer Paul H. Storey reported a routine tax-related share disposition. On May 5, 2026, 2,025 shares of common stock were withheld at $33.52 per share to satisfy tax obligations on vesting restricted stock units. After this, he directly owned 45,302 shares and indirectly owned 450 shares through his spouse. The filing does not show any open-market buying or selling.

Rhea-AI Summary

Celsius Holdings, Inc. Chief Financial Officer Jarrod Langhans reported a routine tax-related share disposition. On the vesting of restricted stock units, 4,391 shares of common stock were withheld at $35.25 per share to cover tax obligations. After this non‑market transaction, Langhans directly holds 107,008 shares of Celsius common stock.

Rhea-AI Summary

Celsius Holdings director Russell Joyce reported both an equity award and a share sale. On February 27, 2026, he acquired 2,611 restricted stock units (RSUs), each representing one share of common stock, at a price of $0.00. These RSUs fully vest on the first anniversary of the grant date.

On March 2, 2026, he conducted an open-market sale of 2,880 common shares at an average price of $51.31 per share to pay tax liability upon the vesting of RSUs. After this sale, he directly owned 18,837 common shares of Celsius Holdings.

Rhea-AI Summary

Celsius Holdings, Inc. director Nicholas Castaldo reported an indirect acquisition of 2,611 restricted stock units, each convertible into one share of common stock, through the N.A. Castaldo Separate Property Trust. The RSUs were granted at no stated price and will fully vest on the first anniversary of the grant date, bringing the trust’s indirect holdings to 360,340 shares.

Rhea-AI Summary

DeSantis Damon reported acquisition or exercise transactions in this Form 4 filing.

Celsius Holdings director Damon DeSantis was granted 2,611 restricted stock units (RSUs). The award, made on February 27, 2026, carries a grant price of $0.00 per share, reflecting a stock-based compensation grant rather than an open-market purchase.

Each RSU represents the right to receive one share of Celsius common stock with a par value of $0.001 per share. The RSUs fully vest on the first anniversary of the grant date. Following this award, DeSantis directly owns 2,692,187 shares of Celsius common stock.

Rhea-AI Summary

Celsius Holdings director Hal Kravitz received a stock-based award in the form of restricted stock units. On the reported date, he was granted 2,611 RSUs, each representing the right to receive one share of Celsius Holdings common stock at no purchase price.

The RSUs fully vest on the first anniversary of the grant date, meaning all 2,611 units are scheduled to convert into shares after one year if standard conditions are met. Following this grant, Kravitz directly holds 218,758 shares of common stock, highlighting continued equity-based compensation tied to the company’s performance.

Rhea-AI Summary

Melotte Hans MJ reported acquisition or exercise transactions in this Form 4 filing.

Celsius Holdings, Inc. director Hans MJ Melotte reported an equity award of 2,611 shares of common stock in the form of restricted stock units (RSUs). Each RSU represents the right to receive one share of common stock and was granted at a price of $0.0000 per share.

The RSUs fully vest on the first anniversary of the grant date of February 27, 2026, meaning the director must remain eligible through that date to receive the underlying shares. Following this award, Melotte directly holds a total of 9,336 shares of Celsius common stock.

Rhea-AI Summary

Celsius Holdings director Caroline S. Levy received an equity award in the form of restricted stock units. On the grant date, she acquired 2,611 RSUs for no cash consideration, each representing one share of common stock. These RSUs fully vest on the first anniversary of the grant date, bringing her direct holdings to 45,367 shares.

Rhea-AI Summary

MILLER CHERYL reported acquisition or exercise transactions in this Form 4 filing.

Celsius Holdings, Inc. director Cheryl Miller reported an equity award of 2,611 shares of common stock in the form of restricted stock units. The RSUs were granted at no cash cost per share and will fully vest on the first anniversary of the grant date. Following this award, Miller directly holds 24,217 shares of Celsius common stock, including the granted RSUs.

Rhea-AI Summary

Celsius Holdings, Inc. director and Chief Executive Officer John Fieldly reported two equity transactions involving the company’s common stock. On February 27, 2026, 12,056 shares were disposed of as a tax-withholding disposition at a price of $53.61 per share to cover withholding due on vesting restricted stock units.

On the same date, he acquired 41,969 shares through a grant/award of restricted stock units, each representing one share of common stock at a stated price of $0.00 per share. These RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Following these transactions, Fieldly held 930,123 shares directly.

Rhea-AI Summary

Celsius Holdings Chief Financial Officer Jarrod Langhans reported equity compensation and related tax withholding in company stock. He received a grant of 15,015 restricted stock units, each representing one share of common stock, vesting in three equal annual installments beginning on the first anniversary of the grant date.

To cover tax withholding obligations upon RSU vesting, 5,601 shares of common stock were withheld at a price of $53.61 per share. After these transactions, Langhans directly owned 111,399 shares of Celsius Holdings common stock.

Rhea-AI Summary

Celsius Holdings President & COO Eric Hanson received a stock-based award. On February 27, 2026, he acquired 10,725 restricted stock units (RSUs), each representing one share of common stock at a price of $0.00 per share. These RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Following this grant, Hanson directly holds 68,892 shares of Celsius Holdings common stock, aligning part of his compensation with the company’s future performance.

Rhea-AI Summary

Celsius Holdings, Inc. Chief Legal Officer Richard Stephen Mattessich reported two equity-related transactions involving common stock. On February 27, 2026, 3,416 shares were disposed of through a tax-withholding disposition at a price of $53.61 per share to cover taxes due upon the vesting of restricted stock units.

On the same date, he also acquired 8,813 restricted stock units as a grant at no cash cost. Each RSU represents the right to receive one share of common stock and vests in three equal annual installments beginning on the first anniversary of the grant date. Following these transactions, he directly held 44,253 shares of common stock.

Rhea-AI Summary

Celsius Holdings, Inc. Chief Supply Chain Officer Paul H. Storey reported equity-related transactions in company common stock. On February 27, 2026, he had 3,307 shares withheld at $53.61 per share to cover taxes due upon vesting of restricted stock units, a tax-withholding disposition rather than an open-market sale.

On the same date, Storey received a grant of 8,813 restricted stock units (RSUs), each representing one share of common stock, with the RSUs vesting in three equal annual installments beginning on the first anniversary of the grant date. Following these transactions, he directly owned 47,327 shares and had 450 shares held indirectly by his spouse.

Rhea-AI Summary

Celsius Holdings, Inc. reported that Chief Human Resources Officer Lam Thi Tuyet Trinh acquired 9,238 shares of common stock through a grant of restricted stock units. The RSUs were awarded at no cash cost per share and will vest in three equal annual installments beginning on the first anniversary of the grant date.

Rhea-AI Summary

Celsius Holdings, Inc. insider William H. Milmoe filed an amended Form 4 concerning his ownership in the company. The amendment notes that, as a result of the reported transaction dated 01/16/2026, he ceased to be a 10% owner of Celsius.

The filing is made by a single reporting person and clarifies an omission in the earlier version, formally updating his relationship to the issuer from a 10% owner to a non-10% owner.

Rhea-AI Summary

Celsius Holdings, Inc. reported that an insider filed an amended Form 4 to correct a prior disclosure about their ownership status. The amendment clarifies that the reporting person ceased to be a 10% owner of Celsius Holdings as a result of the transaction dated 01/16/2026.

Rhea-AI Summary

Celsius Holdings, Inc. insider Dean DeSantis filed an amended Form 4 to correct a prior insider trading report. The amendment states that, as a result of the transaction dated 01/16/2026, he ceased to be a 10% owner of Celsius Holdings, a status change previously omitted.

Rhea-AI 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.

Rhea-AI Summary

Celsius Holdings’ 10% owner reporting person, Deborah DeSantis, reported indirect settlements of variable prepaid forward sale contracts through CD Financial LLC. CD Financial LLC, which is 99% beneficially owned by the Carl DeSantis Revocable Trust and managed by DeSantis, is the record holder of the Celsius (CELH) shares, and DeSantis has shared voting and dispositive power over them.

On January 16, 2026, January 20, 2026, and January 21, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on January 19, 2023, each tranche involving 120,000 shares of CELH common stock under a variable prepaid forward sale contract with full physical settlement. For each tranche, the contract obligated CD to deliver 120,000 shares after maturity in exchange for cash determined by a formula using a floor price of $29.0933 and a cap price of $38.7911.

On the maturity dates, the volume-weighted average price for each tranche was above the floor price and below the cap price, so the cash paid to CD was based on the excess of the settlement price over the floor. Following the last reported transaction on January 21, 2026, CD held 12,322,396 CELH common shares indirectly attributed to DeSantis.

Rhea-AI Summary

Celsius Holdings’ 10% owner, through CD Financial LLC, settled three tranches of a prepaid variable forward sale on CELH common stock. The variable prepaid forward, originally entered on January 19, 2023 with an unaffiliated buyer, was fully physically settled in tranches maturing on January 15, 16, and 20, 2026.

For each tranche, CD was obligated to deliver 120,000 shares of Celsius common stock and, in return, receive cash based on the stock’s volume‑weighted average price on the maturity date. The formula paid CD the product of the 120,000‑share amount and the excess of the settlement price over a floor price of $29.0933 per share, up to a cap price of $38.7911 per share. On each maturity date, the settlement price was above the floor but below the cap, so cash was determined by this formula. Following these transactions, the reporting person continued to hold an indirect stake through CD with shared voting and dispositive power.

Rhea-AI Summary

Celsius Holdings, Inc. insider activity centers on a derivative payoff rather than an open-market trade. CD Financial LLC, an entity managed by reporting person William H. Milmoe and largely owned through the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale transaction entered in 2023 with an unaffiliated buyer. On January 13, 14, and 15, 2026, CD elected full physical settlement, delivering 120,000 shares of CELH common stock for each tranche, for a total of 360,000 shares.

Under the contract, CD was obligated to deliver the shares after each tranche matured, while the buyer paid cash amounts based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share. Following these settlements, CD remained the indirect holder of 12,682,396 CELH shares for which the reporting person has shared voting and dispositive power.