Dean DeSantis - 16 Jan 2026 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role: 10%+ Owner
Signature: /s/ Dean DeSantis
Issuer symbol: CELH
Transactions as of: 16 Jan 2026
Net transactions value: -$13,964,796
Form type: 4
Filing time: 21 Jan 2026, 09:38:09 UTC
Previous filing: 15 Jan 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
DeSantis Dean	10%+ Owner	190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH	/s/ Dean DeSantis	21 Jan 2026	0001993010

This filing has been restated, see here for the amended filing

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	-0.95%	$38.79	12,562,396	16 Jan 2026	See Footnote	F1, F2, F3, F4
transaction	CELH	Common Stock	Other	$4,654,932	-120,000	-0.96%	$38.79	12,442,396	20 Jan 2026	See Footnote	F1, F2, F3, F4
transaction	CELH	Common Stock	Other	$4,654,932	-120,000	-0.96%	$38.79	12,322,396	21 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	16 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	20 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	21 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 16, 2026, January 20, 2026, and January 21, 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 15, 2026, January 16, 2026, and January 20, 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 15, 2026, January 16, 2026, and January 20, 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.