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Celsius Holdings, Inc. (CELH) reported an insider transaction involving a large existing shareholder. A reporting person affiliated with the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD Financial, LLC, disclosed three settlements of a prepaid variable forward sale contract. On November 18, 19, and 20, 2025, CD delivered 187,500 shares of CELH common stock on each date, for a total of 562,500 shares, in full physical settlement of three tranches of the contract.
Each tranche related to a variable prepaid forward sale entered on November 3, 2022 with an unaffiliated buyer. The filing states the contract used a floor price of $27.7675 and a cap price of $37.0234, and that the settlement price on each maturity date was greater than the cap price. Following these transactions, the reporting person indirectly beneficially owned 17,910,867 shares of Celsius common stock through CD Financial, LLC.
Celsius Holdings, Inc. (CELH) reported a routine insider transaction by its Chief Commercial Officer on a Form 4. On 11/19/2025, 10,832 shares of common stock were disposed of at $41.20 per share under transaction code F, which indicates shares were withheld to cover tax obligations upon the vesting of restricted stock units. After this tax withholding, the officer beneficially owns 80,202 shares of Celsius common stock directly. This filing reflects administrative equity compensation activity rather than an open-market sale.
Celsius Holdings, Inc. (CELH) reported an insider stock purchase by a company director. On 11/13/2025, the director bought 10,000 shares of Celsius common stock at a weighted average price of $45.24 per share, through multiple trades between $45.125 and $45.440. After this transaction, the director beneficially owns 216,147 shares of Celsius common stock held directly.
Celsius Holdings, Inc. (CELH) reported insider activity involving a prepaid variable forward sale by an indirect 10% owner. The reporting person, acting as a personal representative of the Estate of Carl DeSantis with shared control over GRAT 1, LLC, settled three tranches of a variable prepaid forward sale contract with an unaffiliated buyer.
On November 13, 14, and 17, 2025, GRAT 1 delivered 112,500 CELH common shares in each tranche for full physical settlement, at a reference cap price of $37.0234 per share. After these transactions, GRAT 1 continued to hold 1,462,500 CELH shares indirectly. The settlement formula tied cash paid to GRAT 1 to the volume-weighted average price on each maturity date, with a floor price of $27.7675, a cap price of $37.0234, and an incremental amount of $9.2559 per share when the settlement price exceeded the cap.
Celsius Holdings, Inc. (CELH) discloses that an affiliated entity of a major holder settled three tranches of a variable prepaid forward sale contract on company stock. On November 13, 14, and 17, 2025, CD Financial LLC delivered 187,500 shares of CELH common stock per tranche under contracts originally entered on November 3, 2022, electing full physical settlement. The contracts required CD to deliver shares after each tranche’s maturity, while the buyer paid cash based on a formula tied to the volume‑weighted average price versus a floor price of $27.7675 and a cap price of $37.0234. For each maturity date, the settlement price exceeded the cap price, so the buyer’s cash payments were calculated using a fixed spread of $9.2559 per share.
Celsius Holdings, Inc. (CELH) reported an insider transaction involving the settlement of previously arranged variable prepaid forward sale contracts. An affiliated entity, CD Financial, LLC, which is 99% beneficially owned through a trust for which the reporting person is a trustee, disposed of blocks of 187,500 shares of CELH common stock on each of November 13, 14, and 17, 2025 at a reported price of $37.0234 per share, all held indirectly.
These trades reflected full physical settlement of three tranches of a prepaid variable forward sale entered on November 3, 2022, under which CD delivered CELH shares T+1 after each tranche matured. The buyer was required to pay cash based on a formula using a floor price of $27.7675, a cap price of $37.0234, and a fixed spread of $9.2559. Because the settlement price on each maturity date exceeded the cap price, CD transferred CELH shares and received cash amounts calculated under the cap-based formula, leaving the related derivative positions at zero.
Celsius Holdings (CELH) reported an insider transaction involving a variable prepaid forward sale by GRAT 1, LLC, which is controlled by the Estate of Carl DeSantis. On November 13, 14, and 17, 2025, GRAT 1 completed three tranches, each tied to 112,500 shares of Celsius common stock, and elected full physical settlement. For each tranche, GRAT 1 delivered 112,500 shares to an unaffiliated buyer and received cash based on a formula using a floor price of $27.7675 and a cap price of $37.0234 per share. Because the volume-weighted average price on each maturity date was above the cap, cash paid to GRAT 1 was calculated using the fixed spread of $9.2559 per share. After these transactions, the reporting person continued to hold a significant indirect position through GRAT 1.
Celsius Holdings, Inc. (CELH) insider Dean DeSantis, as trustee of the Carl DeSantis Revocable Trust with a 99% interest in CD Financial, LLC, reported the settlement of variable prepaid forward sale contracts tied to Celsius common stock. On November 13, 14, and 17, 2025, CD delivered 187,500 shares of common stock in each tranche through full physical settlement. These contracts, originally entered on November 3, 2022, obligated CD to deliver shares after tranche maturities while an unaffiliated buyer paid cash based on a pricing formula using a $27.7675 floor price and a $37.0234 cap price. For each maturity, the settlement price exceeded the cap price, so the buyer paid cash equal to the number of shares multiplied by $9.2559 per share.
Celsius Holdings (CELH) disclosed an insider purchase by its President & COO. On 11/12/2025, the executive purchased 4,558 shares of common stock at $43.93 per share (transaction code P).
After this transaction, the reporting person beneficially owned 51,415 shares, held directly.
Celsius Holdings (CELH) filed an amended Form 8-K to add the required financial statements and unaudited pro forma information related to its completed acquisition of the Rockstar Energy brand in the U.S. and Canada. The amendment includes audited abbreviated financial statements for Rockstar as of and for the years ended December 28, 2024 and December 30, 2023, unaudited interim abbreviated financial statements as of June 14, 2025 and December 28, 2024 and for the 24 weeks ended June 14, 2025 and June 15, 2024, and unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 and for the six months ended June 30, 2025.
The company notes the pro forma data are presented for informational purposes only and are not necessarily indicative of future results.