4//SEC Filing
DeSantis Deborah 4
Accession 0001829126-26-000338
CIK 0001341766other
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 6:15 PM ET
Size
18.8 KB
Accession
0001829126-26-000338
Insider Transaction Report
Form 4
DeSantis Deborah
10% Owner
Transactions
- OtherSwap
Common Stock
[F2][F3][F4][F1]2026-01-13$38.79/sh−120,000$4,654,932→ 12,922,396 total(indirect: See Footnote) - OtherSwap
Common Stock
[F2][F3][F4][F1]2026-01-14$38.79/sh−120,000$4,654,932→ 12,802,396 total(indirect: See Footnote) - OtherSwap
Common Stock
[F2][F3][F4][F1]2026-01-15$38.79/sh−120,000$4,654,932→ 12,682,396 total(indirect: See Footnote) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F4][F1]2026-01-13−120,000→ 0 total(indirect: See Footnote)→ Common Stock (120,000 underlying) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F4][F1]2026-01-14−120,000→ 0 total(indirect: See Footnote)→ Common Stock (120,000 underlying) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F4][F1]2026-01-15−120,000→ 0 total(indirect: See Footnote)→ Common Stock (120,000 underlying)
Footnotes (4)
- [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 13, 2026, January 14, 2026, and January 15, 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 12, 2026, January 13, 2026, and January 14, 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 12, 2026, January 13, 2026, and January 14, 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.
Signature
/s/ Deborah DeSantis|2026-01-15
Documents
Issuer
Celsius Holdings, Inc.
CIK 0001341766
Entity typeother
Related Parties
1- filerCIK 0001993244
Filing Metadata
- Form type
- 4
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 6:15 PM ET
- Size
- 18.8 KB