Celsius Holdings, Inc. SEC Filings

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.

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.

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.

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.

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.

Celsius Holdings furnished an investor presentation for a Deutsche Bank consumer conference that highlights very strong Q1 2026 results and recent acquisitions. Revenue for Q1 2026 reached $782.6 million, up 138% from $329.3 million, driven by contributions from Alani Nu and Rockstar Energy.

North America revenue was $747.3 million, up 144%, while international revenue grew 55% to $35.3 million. Net income rose to $110.1 million from $44.4 million, with diluted EPS increasing to $0.33 from $0.15. Adjusted diluted EPS was $0.41 versus $0.18, and Adjusted EBITDA climbed to $195.5 million from $69.7 million, expanding Adjusted EBITDA margin to 25.0% from 21.2%.

The presentation notes portfolio gains in U.S. energy drink market share, substantial integration progress for Alani Nu and Rockstar, about $50 million of annual synergies captured, and continued use of non‑GAAP metrics such as Adjusted EBITDA and Adjusted SG&A to evaluate performance.

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.

Celsius Holdings, Inc. director Previn F. Fletcher filed an initial insider ownership report on Form 3. The filing identifies him as a director of the company but shows no buy, sell, or other stock transactions, with all transaction counts and share amounts reported as zero.

Celsius Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 28, 2026. Stockholders elected 10 directors to serve until the 2027 annual meeting, with each nominee receiving more votes for than against.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 152,191,085 votes for and 4,591,285 against. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 190,729,091 votes for and 199,278 against.