Key facts
- This page summarizes Dean DeSantis's Form 4 filing for Celsius Holdings, Inc. (CELH).
- 1 reported transaction and 1 derivative row are listed below.
- Accepted by SEC: 09 Sep 2025, 16:34.
Dean DeSantis - 05 Sep 2025 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- CELH
- Reported as of
- 05 Sep 2025
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 09 Sep 2025, 16:34:34 UTC
- Prior SEC filing
- 04 Aug 2025
- Next SEC filing
- 12 Jan 2026
- Source filing
- View source filing
- Reporting owner signature
- /s/ Dean DeSantis
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Dean DeSantis filed Form 4 for Celsius Holdings, Inc. (CELH) on 09 Sep 2025.
Change
- Previous filing in this sequence was filed on 04 Aug 2025.
- 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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reporting Owners (1)
CIK 0001993010
Primary reporting owner
DeSantis Dean
- Relationship
- 10%+ Owner
- Address
- 190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH
- Signature
- /s/ Dean DeSantis
- Signature date
- 09 Sep 2025
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
CELH
transaction
Derivative
Forward sale contract (obligation to sell)
Other
- Transaction value
- $0
- Shares
- +7,900,000
- Change %
- Price
- $0.000000
- Shares after
- 7,900,000
- Date
- 05 Sep 2025
- Ownership
- See Footnote
- Underlying class
- Common Stock
- Underlying amount
- 7,900,000
- Exercise price
- Footnotes
- F1, F2, F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 4 footnotes
Footnote F1
The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), 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 August 7, 2025, CD entered into a variable prepaid forward contract with Citigroup Global Markets Inc, as purchaser. The contract obligates CD to deliver to the purchaser up to 7,900,000 shares of Celsius Holdings, Inc. ("Celsius") common stock (or, at CD's election, an equivalent amount of cash based on the market price of Celsius common stock) at the maturity of the contract (occurring in 15 approximately equal components from September 7, 2027 to September 27, 2027). In exchange for assuming this obligation, CD will receive a cash payment of $372,347,277.72 on September 9, 2025.
Footnote F3
CD pledged 7,900,000 shares of Celsius common stock (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provides that, under the default settlement method, the number of shares of Celsius common stock that CD would be obligated to deliver to the purchaser in respect of each maturity date would be determined as follows: (a) if the volume-weighted average price of Celsius common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $48.4239 (the "Floor Price"), CD will deliver to the buyer all of the Pledged Shares for the applicable component;
Footnote F4
(b) if such Settlement Price is greater than the Floor Price but less than or equal to $64.5652 (the "Cap Price), CD will deliver to the purchaser the number of shares equal to 100% of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and; (c) if such Settlement Price is greater than the Cap Price, CD will deliver to the purchaser the number of shares equal to 100% of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. Subject to certain conditions, CD may also elect to (x) net-settle the contract with cash or shares or (y) fully settle the contract with 100% of the Pledged Shares in exchange for a variable cash payment determined based on the relevant Settlement Price.