Dean DeSantis - 28 Jul 2026 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Reporting relationship: Former 10% owner
Issuer ticker: CELH
Reported as of: 28 Jul 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 30 Jul 2026, 21:00:31 UTC
Prior SEC filing: 28 Jul 2026
Source filing: View source filing
Reporting owner signature: /s/ Dean DeSantis

Key filing fact

Dean DeSantis filed Form 4 for Celsius Holdings, Inc. (CELH) on 30 Jul 2026.

Key facts

This page summarizes Dean DeSantis's Form 4 filing for Celsius Holdings, Inc. (CELH).
6 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 30 Jul 2026, 21:00.

Change

Previous filing in this sequence was filed on 28 Jul 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001993010 Primary reporting owner

DeSantis Dean

Relationship: Former 10% owner
Address: 190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH
Signature: /s/ Dean DeSantis
Signature date: 30 Jul 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CELH transaction

Common Stock

Other

Transaction value
Shares: -150,000
Change %: -1.3%
Price: $46.25^*
Shares after: 11,482,396
Date: 28 Jul 2026
Ownership: See Footnote
Footnotes: F1, F2, F3

CELH transaction

Common Stock

Other

Transaction value
Shares: -150,000
Change %: -1.3%
Price: $46.25^*
Shares after: 11,332,396
Date: 29 Jul 2026
Ownership: See Footnote
Footnotes: F1, F2, F3

CELH transaction

Common Stock

Other

Transaction value
Shares: -150,000
Change %: -1.3%
Price: $46.25^*
Shares after: 11,182,396
Date: 30 Jul 2026
Ownership: See Footnote
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CELH transaction Derivative

Variable Prepaid Forward Sale Contract (obligation to sell)

Other

Transaction value
Shares: -150,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 28 Jul 2026
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 150,000
Exercise price
Footnotes: F1, F2, F3

CELH transaction Derivative

Variable Prepaid Forward Sale Contract (obligation to sell)

Other

Transaction value
Shares: -150,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 29 Jul 2026
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 150,000
Exercise price
Footnotes: F1, F2, F3

CELH transaction Derivative

Variable Prepaid Forward Sale Contract (obligation to sell)

Other

Transaction value
Shares: -150,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 30 Jul 2026
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 150,000
Exercise price
Footnotes: F1, F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Dean DeSantis is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote F2

On July 28, 2026, July 29, 2026, and July 30, 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.

Footnote F3

On the maturity dates for each tranche (July 27, 2026, July 28, 2026, and July 29, 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.