Last 12 months
Inside the activity.
9 purchase rows · 1 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 2 | 0 |
| Dec 2025 | 0 | 0 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 1 |
| Apr 2026 | 0 | 0 |
| May 2026 | 3 | 0 |
| Jun 2026 | 0 | 0 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 0 |
| Sep 2026 | 4 | 0 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| June 17, 2025 Filed Jun 20, 2025 18:16 UTC |
Milmoe William H.10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 300,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004608 · ownership.xml · derivative · entry 4 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 300,000 shares Expires not disclosed F2 · derivative.exercise_price: On June 17, 2025, June 18, 2025, and June 20, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 16, 2025, June 17, 2025, and June 18, 2025), and (ii) the buyer to pay GRAT 1 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 $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (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) $10.0397. F4 · derivative.exercise_price: On each of June 16, 2025, June 17, 2025, and June 18, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above. F2 · kind: On June 17, 2025, June 18, 2025, and June 20, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 16, 2025, June 17, 2025, and June 18, 2025), and (ii) the buyer to pay GRAT 1 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 $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (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) $10.0397. F4 · kind: On each of June 16, 2025, June 17, 2025, and June 18, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above. F2 · price: On June 17, 2025, June 18, 2025, and June 20, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 16, 2025, June 17, 2025, and June 18, 2025), and (ii) the buyer to pay GRAT 1 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 $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (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) $10.0397. F4 · price: On each of June 16, 2025, June 17, 2025, and June 18, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On June 17, 2025, June 18, 2025, and June 20, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 16, 2025, June 17, 2025, and June 18, 2025), and (ii) the buyer to pay GRAT 1 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 $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (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) $10.0397. F4 · derivative.exercise_date: On each of June 16, 2025, June 17, 2025, and June 18, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On June 17, 2025, June 18, 2025, and June 20, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 16, 2025, June 17, 2025, and June 18, 2025), and (ii) the buyer to pay GRAT 1 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 $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (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) $10.0397. F4 · derivative.expiration_date: On each of June 16, 2025, June 17, 2025, and June 18, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is one of the two personal representatives of the Estate of Carl DeSantis, which holds a one hundred percent (100%) beneficial ownership interest in GRAT 1, LLC ("GRAT 1"). Accordingly, the Reporting Person has shared voting and dispositive control over the shares held by GRAT 1, LLC.. Read SEC document |
| June 17, 2025 Filed Jun 20, 2025 18:16 UTC |
Milmoe William H.10% owner
|
OtherCommon Stock | 300,000 | $40.16 | $12,047,640.00 |
DisclosureSEC source: 0001829126-25-004608 · ownership.xml · nonDerivative · entry 1 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 10,500,000 F2 · kind: On June 17, 2025, June 18, 2025, and June 20, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 16, 2025, June 17, 2025, and June 18, 2025), and (ii) the buyer to pay GRAT 1 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 $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (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) $10.0397. F4 · kind: On each of June 16, 2025, June 17, 2025, and June 18, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is one of the two personal representatives of the Estate of Carl DeSantis, which holds a one hundred percent (100%) beneficial ownership interest in GRAT 1, LLC ("GRAT 1"). Accordingly, the Reporting Person has shared voting and dispositive control over the shares held by GRAT 1, LLC.. Read SEC document |
| June 10, 2025 Filed Jun 12, 2025 21:52 UTC |
Fieldly JohnDirector · Chief Executive Officer
|
SaleCommon Stock, $0.001 par value per share | 132,171 | $43.06 | $5,691,283.26 |
DisclosureSEC source: 0001341766-25-000089 · wk-form4_1749765172.xml · nonDerivative · entry 1 Fieldly John · CIK 0001685586 · Director · Chief Executive Officer 10b5-1 filing: Plan reported Ownership: Direct Disclosed balance after: 1,169,380 F1 · security: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025. F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $42.58 to $43.93. The reporting person undertakes to provide Celsius Holdings, Inc. ("Celsius"), any security holder of Celsius, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Read SEC document |
| June 04, 2025 Filed Jun 4, 2025 19:11 UTC |
DeSantis Dean10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004223 · ownership.xml · derivative · entry 4 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 04, 2025 Filed Jun 4, 2025 19:11 UTC |
DeSantis Dean10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004223 · ownership.xml · nonDerivative · entry 2 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 18,317,770 F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 04, 2025 Filed Jun 4, 2025 19:12 UTC |
Milmoe William H.10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004226 · ownership.xml · derivative · entry 4 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 04, 2025 Filed Jun 4, 2025 19:12 UTC |
Milmoe William H.10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004226 · ownership.xml · nonDerivative · entry 2 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 18,317,770 F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 04, 2025 Filed Jun 4, 2025 15:12 UTC |
DeSantis Deborah10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004224 · ownership.xml · derivative · entry 4 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 04, 2025 Filed Jun 4, 2025 15:12 UTC |
DeSantis Deborah10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004224 · ownership.xml · nonDerivative · entry 2 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 18,317,770 F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 03, 2025 Filed Jun 4, 2025 19:11 UTC |
DeSantis Dean10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004223 · ownership.xml · derivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 03, 2025 Filed Jun 4, 2025 19:11 UTC |
DeSantis Dean10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004223 · ownership.xml · nonDerivative · entry 1 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 18,577,567 F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 03, 2025 Filed Jun 4, 2025 19:12 UTC |
Milmoe William H.10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004226 · ownership.xml · derivative · entry 3 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 03, 2025 Filed Jun 4, 2025 19:12 UTC |
Milmoe William H.10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004226 · ownership.xml · nonDerivative · entry 1 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 18,577,567 F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 03, 2025 Filed Jun 4, 2025 15:12 UTC |
DeSantis Deborah10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004224 · ownership.xml · derivative · entry 3 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 03, 2025 Filed Jun 4, 2025 15:12 UTC |
DeSantis Deborah10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004224 · ownership.xml · nonDerivative · entry 1 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 18,577,567 F2 · kind: On June 2, 2025 and June 3, 2025, CDF settled two tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these two tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these two tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 2, 2025 and June 3, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of June 2, 2025 and June 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 02, 2025 Filed Jun 3, 2025 01:03 UTC |
DeSantis Dean10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004159 · ownership.xml · derivative · entry 4 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 02, 2025 Filed Jun 3, 2025 01:03 UTC |
DeSantis Dean10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004159 · ownership.xml · nonDerivative · entry 2 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 18,837,364 F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 02, 2025 Filed Jun 3, 2025 01:07 UTC |
Milmoe William H.10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004162 · ownership.xml · derivative · entry 4 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 02, 2025 Filed Jun 3, 2025 01:07 UTC |
Milmoe William H.10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004162 · ownership.xml · nonDerivative · entry 2 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 18,837,364 F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 02, 2025 Filed Jun 2, 2025 21:05 UTC |
DeSantis Deborah10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004160 · ownership.xml · derivative · entry 4 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| June 02, 2025 Filed Jun 2, 2025 21:05 UTC |
DeSantis Deborah10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004160 · ownership.xml · nonDerivative · entry 2 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 18,837,364 F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 30, 2025 Filed Jun 3, 2025 01:03 UTC |
DeSantis Dean10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004159 · ownership.xml · derivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 30, 2025 Filed Jun 3, 2025 01:03 UTC |
DeSantis Dean10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004159 · ownership.xml · nonDerivative · entry 1 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,097,161 F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 30, 2025 Filed Jun 3, 2025 01:07 UTC |
Milmoe William H.10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004162 · ownership.xml · derivative · entry 3 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 30, 2025 Filed Jun 3, 2025 01:07 UTC |
Milmoe William H.10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004162 · ownership.xml · nonDerivative · entry 1 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,097,161 F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 30, 2025 Filed Jun 2, 2025 21:05 UTC |
DeSantis Deborah10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004160 · ownership.xml · derivative · entry 3 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 30, 2025 Filed Jun 2, 2025 21:05 UTC |
DeSantis Deborah10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004160 · ownership.xml · nonDerivative · entry 1 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,097,161 F2 · kind: On May 30, 2025 and June 2, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 29, 2025 and May 30, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 29, 2025 and May 30, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 30, 2025 Filed Jun 3, 2025 20:22 UTC |
Hanson EricPresident & COO
|
GrantCommon Stock, $0.001 par value per share | 46,857 | $0.00 | $0.00 |
DisclosureSEC source: 0001341766-25-000087 · wk-form4_1748982116.xml · nonDerivative · entry 1 Hanson Eric · CIK 0002062541 · President & COO 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 46,857 F1 · shares: Consists of restricted stock units ("RSUs"), with each RSU providing for the right to receive one share of common stock, par value $0.001 per share, of Celsius Holdings, Inc. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Read SEC document |
| May 29, 2025 Filed May 29, 2025 19:00 UTC |
DeSantis Dean10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004041 · ownership.xml · derivative · entry 6 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 29, 2025 Filed May 29, 2025 19:00 UTC |
DeSantis Dean10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004041 · ownership.xml · nonDerivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,356,958 F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 29, 2025 Filed May 29, 2025 19:00 UTC |
Milmoe William H.10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004043 · ownership.xml · derivative · entry 6 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 29, 2025 Filed May 29, 2025 19:00 UTC |
Milmoe William H.10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004043 · ownership.xml · nonDerivative · entry 3 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,356,958 F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 29, 2025 Filed May 29, 2025 15:00 UTC |
DeSantis Deborah10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004042 · ownership.xml · derivative · entry 6 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 29, 2025 Filed May 29, 2025 15:00 UTC |
DeSantis Deborah10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004042 · ownership.xml · nonDerivative · entry 3 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,356,958 F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 28, 2025 Filed May 29, 2025 19:00 UTC |
DeSantis Dean10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004041 · ownership.xml · derivative · entry 5 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 28, 2025 Filed May 29, 2025 19:00 UTC |
DeSantis Dean10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004041 · ownership.xml · nonDerivative · entry 2 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,616,755 F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 28, 2025 Filed May 29, 2025 19:00 UTC |
Milmoe William H.10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004043 · ownership.xml · derivative · entry 5 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 28, 2025 Filed May 29, 2025 19:00 UTC |
Milmoe William H.10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004043 · ownership.xml · nonDerivative · entry 2 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,616,755 F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 28, 2025 Filed May 29, 2025 15:00 UTC |
DeSantis Deborah10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004042 · ownership.xml · derivative · entry 5 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 28, 2025 Filed May 29, 2025 15:00 UTC |
DeSantis Deborah10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004042 · ownership.xml · nonDerivative · entry 2 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,616,755 F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 27, 2025 Filed May 29, 2025 19:00 UTC |
DeSantis Dean10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004041 · ownership.xml · derivative · entry 4 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 27, 2025 Filed May 29, 2025 19:00 UTC |
DeSantis Dean10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004041 · ownership.xml · nonDerivative · entry 1 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,876,552 F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 27, 2025 Filed May 29, 2025 19:00 UTC |
Milmoe William H.10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004043 · ownership.xml · derivative · entry 4 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 27, 2025 Filed May 29, 2025 19:00 UTC |
Milmoe William H.10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004043 · ownership.xml · nonDerivative · entry 1 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,876,552 F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 27, 2025 Filed May 29, 2025 15:00 UTC |
DeSantis Deborah10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004042 · ownership.xml · derivative · entry 4 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 27, 2025 Filed May 29, 2025 15:00 UTC |
DeSantis Deborah10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004042 · ownership.xml · nonDerivative · entry 1 DeSantis Deborah · CIK 0001993244 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 19,876,552 F2 · kind: On May 27, 2025, May 28, 2025, and May 29, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 23, 2025, May 27, 2025, and May 28, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 23, 2025, May 27, 2025, and May 28, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 23, 2025 Filed May 24, 2025 01:56 UTC |
DeSantis Dean10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003952 · ownership.xml · derivative · entry 6 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 23, 2025 Filed May 24, 2025 01:56 UTC |
DeSantis Dean10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-003952 · ownership.xml · nonDerivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 259,797 F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 23, 2025 Filed May 24, 2025 01:57 UTC |
Milmoe William H.10% owner
|
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003954 · ownership.xml · derivative · entry 6 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 259,797 shares Expires not disclosed F2 · derivative.exercise_price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.exercise_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.exercise_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F2 · derivative.expiration_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · derivative.expiration_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
| May 23, 2025 Filed May 24, 2025 01:57 UTC |
Milmoe William H.10% owner
|
OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-003954 · ownership.xml · nonDerivative · entry 3 Milmoe William H. · CIK 0001443194 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 259,797 F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement. F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595. F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above. F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.