SEC Form 4 · accession 0001829126-26-007758
Celsius Holdings, Inc. · CELH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Deborah DeSantis
Other
Period of report
Jul 20, 2026
Accepted (ET)
Jul 22, 2026 · 6:33 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001341766
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 20, 2026 | J | 150,000 | $46.2527 | D | 12,382,396 | I | See Footnote |
| Common StockF1 | Jul 21, 2026 | J | 150,000 | $46.2527 | D | 12,232,396 | I | See Footnote |
| Common StockF1 | Jul 22, 2026 | J | 150,000 | $46.2527 | D | 12,082,396 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Variable Prepaid Forward Sale Contract (obligation to sell)F2,F3,F1 | — | Jul 20, 2026 | J | 150,000 | D | — | — | Common Stock | 150,000 | 0 | I |
| Variable Prepaid Forward Sale Contract (obligation to sell)F2,F3,F1 | — | Jul 21, 2026 | J | 150,000 | D | — | — | Common Stock | 150,000 | 0 | I |
| Variable Prepaid Forward Sale Contract (obligation to sell)F2,F3,F1 | — | Jul 22, 2026 | J | 150,000 | D | — | — | Common Stock | 150,000 | 0 | I |
Explanation of responses
- F1The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.
- F2On July 20, 2026, July 21, 2026, and July 22, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.
- F3On the maturity dates for each tranche (July 17, 2026, July 20, 2026, and July 21, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.