Deborah DeSantis - 08 Jan 2026 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role
10%+ Owner
Signature
/s/ Deborah DeSantis
Issuer symbol
CELH
Transactions as of
08 Jan 2026
Net transactions value
-$13,964,796
Form type
4
Filing time
12 Jan 2026, 11:49:40 UTC
Previous filing
07 Jan 2026
Next filing
15 Jan 2026

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DeSantis Deborah 10%+ Owner 190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH /s/ Deborah DeSantis 12 Jan 2026 0001993244

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELH Common Stock Other $4,654,932 -120,000 -0.9% $38.79 13,282,396 08 Jan 2026 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other $4,654,932 -120,000 -0.9% $38.79 13,162,396 09 Jan 2026 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other $4,654,932 -120,000 -0.91% $38.79 13,042,396 12 Jan 2026 See Footnote F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -120,000 -100% $0.000000 0 08 Jan 2026 Common Stock 120,000 See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -120,000 -100% $0.000000 0 09 Jan 2026 Common Stock 120,000 See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -120,000 -100% $0.000000 0 12 Jan 2026 Common Stock 120,000 See Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The 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.
F2 On January 8, 2026, January 9, 2026, and January 12, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on January 19, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, CD elected full physical settlement.
F3 In full physical settlement of each of these three tranches, the contract for the VPF obligated (i) CD to deliver to the buyer 120,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on January 7, 2026, January 8, 2026, and January 9, 2026), and (ii) the buyer to pay CD an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $29.0933 (the "Floor Price"), but less than or equal to $38.7911 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $9.6978.
F4 On each of January 7, 2026, January 8, 2026, and January 9, 2026, the Settlement Price was greater than the Floor Price and less than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.