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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.
A shareholder has filed a Rule 144 notice indicating an intention to sell up to 1,692,142 shares of common stock through Charles Schwab & Co. on or about 01/21/2026 on NASDQ. The filing lists an aggregate market value of $95,826,001.00 for these shares and states that there are 257,785,297 shares of the same class outstanding. The securities to be sold were originally acquired on 08/08/2008 via a conversion of preferred stock, in a transaction involving 21,103,446 shares, with payment dated the same day and described as non-cash (N/A for nature of payment).
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.
Celsius Holdings 10% owner reports settlement of prepaid share contracts through an affiliated entity. CD Financial LLC, which is managed by reporting person Deborah DeSantis and is majority owned via the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale transaction with an unaffiliated buyer.
On January 13, 14, and 15, 2026, CD delivered 120,000 CELH common shares for each tranche, for a total of 360,000 shares, in full physical settlement of the contracts. For each tranche, the cash paid to CD was based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share, with settlement prices between those levels. After these transactions, CD’s indirectly held beneficial ownership reported for DeSantis was 12,682,396 CELH shares as of January 15, 2026.
Celsius Holdings, Inc. insider activity centers on the settlement of a prepaid variable forward sale by an affiliated entity. Dean DeSantis, a more-than-10% owner, reports transactions that were carried out indirectly through CD Financial LLC, which is the record holder of the shares and in which a related trust holds a 99% beneficial interest. On January 13, 14, and 15, 2026, CD physically settled three tranches of a variable prepaid forward, delivering 120,000 CELH common shares on each date at a reported price of $38.7911 per share. Following these deliveries, indirect beneficial ownership reported was 12,922,396, then 12,802,396, and finally 12,682,396 CELH shares. The cash paid to CD for each tranche was determined by a formula that compares the share price at maturity to a $29.0933 floor price and a $38.7911 cap price, with all settlement prices falling between the floor and the cap.
Celsius Holdings, Inc. director and more than 10% owner reported three indirect sales of common stock, each for 187,500 shares, on November 13, 14, and 17, 2025 at a price of $37.0234 per share. After these transactions, the filing shows indirect beneficial ownership of 16,984,270, 16,796,770, and 16,609,270 shares, respectively.
The report is an amendment that corrects the amounts of securities beneficially owned after each transaction date. The original and several subsequent reports had inadvertently overstated the indirect beneficial ownership figure by 1,318,097 shares for each referenced date.
Celsius Holdings, Inc. director and 10% owner filed an amended insider trading report correcting prior disclosures of indirectly owned common stock. The report shows three dispositions of 187,500 shares of common stock each on November 13, 14, and 17, 2025 at a price of $37.0234 per share, all reported as indirectly held. After these transactions, the filer reported beneficial ownership of 16,984,270, 16,796,770, and 16,609,270 shares, respectively.
The amendment explains that the original Form 4 filed on November 17, 2025 inadvertently overstated the amount of securities beneficially owned following each transaction date by 1,318,097 shares, and that several subsequent filings related to the same transactions also overstated holdings by the same amount. This filing is focused on correcting those ownership figures rather than changing the reported transaction amounts.
Celsius Holdings, Inc. reported an amended Form 4 for a reporting person who is a director and 10% owner, correcting previously reported indirect holdings after earlier sales of common stock. The filing restates that 187,500 shares of common stock were disposed of on each of November 13, 14, and 17, 2025 at a price of $37.0234 per share. After these transactions, the reporting person beneficially owned 16,984,270, 16,796,770 and 16,609,270 shares, respectively, held indirectly. The amendment explains that the original Form 4 and several subsequent filings had overstated the beneficially owned share amounts following each transaction date by 1,318,097 shares.
Celsius Holdings, Inc. (CELH) insider activity centers on the settlement of a prepaid variable forward sale by CD Financial LLC ("CD"), an entity associated with reporting person William H. Milmoe. CD, which is the record holder of the shares and in which the Carl DeSantis Revocable Trust holds a 99% beneficial interest, settled three tranches of a variable prepaid forward sale contract on January 8, 9, and 12, 2026, each covering 120,000 shares of Celsius common stock through full physical settlement.
For each tranche, CD was obligated to deliver 120,000 CELH shares to an unaffiliated buyer after tranche maturity, while the buyer paid CD cash based on a formula using a floor price of $29.0933 and a cap price of $38.7911 per share. Because the settlement prices on January 7, 8, and 9, 2026 were greater than the floor price and less than the cap price, CD delivered CELH shares and received cash amounts determined under that formula. Following the last reported transaction, 13,042,396 CELH shares were beneficially owned indirectly.
Celsius Holdings, Inc. reported an insider transaction involving an entity associated with major shareholder Deborah DeSantis. CD Financial LLC, for which she is manager and a trustee of a trust owning a 99% beneficial interest, is the record holder of the shares and she has shared voting and dispositive power over them.
On January 8, 9, and 12, 2026, CD settled three tranches of a prepaid variable forward sale transaction entered into on January 19, 2023. For each tranche, CD disposed of 120,000 shares of Celsius common stock indirectly at a price of $38.7911 per share, with beneficial ownership reported as indirect. These settlements reflected full physical delivery of shares under variable prepaid forward contracts.
The contracts obligated CD to deliver 120,000 shares following each tranche’s maturity, while the buyer paid cash based on a formula using a floor price of $29.0933, a cap price of $38.7911, and an amount of $9.6978 if the settlement price exceeded the cap. For the relevant maturity dates, the settlement prices were above the floor and below the cap, triggering cash payments calculated under that formula.