Celsius Holdings, Inc. filings document the regulatory record for a Nasdaq-listed Nevada beverage company with common stock trading under CELH. Its 8-K reports furnish quarterly and annual earnings releases, Regulation FD investor presentations, share repurchase authorization disclosures, credit-facility and refinancing information, and acquisition-related financial statements and pro forma information for the Alani Nu and Rockstar Energy transactions.
Proxy and governance filings cover annual meeting matters, director elections, board committee assignments, executive compensation, shareholder voting items and PepsiCo designation rights. The filings also describe capital structure and material events affecting the company’s energy drink portfolio and commercial relationship disclosures.
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).
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.
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.
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.
Celsius Holdings, Inc. entered into a Second Amendment to its existing Credit Agreement, reducing the applicable interest rate on its Term Loan Facility by 0.25%, with a potential additional 0.25% reduction if it achieves certain public corporate or corporate family ratings on an ongoing basis. The underlying Credit Agreement, originally entered into on April 1, 2025, provides for a term loan facility of up to $900.0 million and a revolving credit facility of up to $100.0 million, and all other material terms, including the Revolving Facility interest rate, remain unchanged.
On July 15, 2026, the company refinanced its prior $700.0 million Existing Term Loan by repaying it in full using all proceeds from a new $694.75 million term loan under the Term Loan Facility, which now bears the reduced interest rate set by the Second Amendment. Celsius did not incur any prepayment penalties in connection with this refinancing.
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.
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.