Reported relationships
Latest disclosed role at each company.
No relationships currently tracked through insider filings.
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
No balances currently tracked through insider filings.
Past disclosures · reporting ended (1)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Celsius Holdings, Inc.
Report date July 31, 2026 · Filed August 04, 2026
Section 16 reporting ended · disclosed 2026-08-04. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee Footnote | 10,882,396 |
Last balance in matching sequence
After 2026-08-03 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2026-07-31 · Other · Disposed 150,000 · Balance 11,032,396 F2: On July 31, 2026 and August 3, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied. F3: On the maturity dates for each tranche (July 30, 2026 and July 31, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer. F1: The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. Row 2 · 2026-08-03 · Other · Disposed 150,000 · Balance 10,882,396 F2: On July 31, 2026 and August 3, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied. F3: On the maturity dates for each tranche (July 30, 2026 and July 31, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer. F1: The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. |
| Variable Prepaid Forward Sale Contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectSee Footnote | 0 |
Reported balance
After 2026-07-31 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2026-07-31 · Other · Disposed 150,000 · Balance 0 F2: On July 31, 2026 and August 3, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied. F3: On the maturity dates for each tranche (July 30, 2026 and July 31, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer. F1: The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. |
| Variable Prepaid Forward Sale Contract (obligation to sell)SEC Table II · derivative / convertible security | IndirectSee Footnote | 0 |
Reported balance
After 2026-08-03 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2026-08-03 · Other · Disposed 150,000 · Balance 0 F2: On July 31, 2026 and August 3, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied. F3: On the maturity dates for each tranche (July 30, 2026 and July 31, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer. F1: The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. |
Filing footnotes · ownership attribution and instrument terms
F1: The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.
F2: On July 31, 2026 and August 3, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.
F3: On the maturity dates for each tranche (July 30, 2026 and July 31, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.
Transaction history
JSON APIPurchases/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 | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| June 25, 2025 Filed Jun 26, 2025 00:26 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 300,000 | $40.16 | $12,047,640.00 |
DisclosureSEC source: 0001829126-25-004707 · ownership.xml · nonDerivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 9,000,000 F2 · kind: On June 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 24, 2025 Filed Jun 26, 2025 00:26 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 300,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004707 · 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 · 300,000 shares Expires not disclosed F2 · derivative.exercise_price: On June 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 24, 2025 Filed Jun 26, 2025 00:26 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 300,000 | $40.16 | $12,047,640.00 |
DisclosureSEC source: 0001829126-25-004707 · ownership.xml · nonDerivative · entry 2 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 9,300,000 F2 · kind: On June 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025 Filed Jun 26, 2025 00:26 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 300,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004707 · 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 · 300,000 shares Expires not disclosed F2 · derivative.exercise_price: On June 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 23, 2025 Filed Jun 26, 2025 00:26 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 300,000 | $40.16 | $12,047,640.00 |
DisclosureSEC source: 0001829126-25-004707 · ownership.xml · nonDerivative · entry 1 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 9,600,000 F2 · kind: On June 23, 2025, June 24, 2025, and June 25, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025, June 23, 2025, and June 24, 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 20, 2025 Filed Jun 20, 2025 18:16 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 300,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004607 · 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 · 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 20, 2025 Filed Jun 20, 2025 18:16 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 300,000 | $40.16 | $12,047,640.00 |
DisclosureSEC source: 0001829126-25-004607 · ownership.xml · nonDerivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 9,900,000 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 18, 2025 Filed Jun 20, 2025 18:16 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 300,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004607 · 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 · 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 18, 2025 Filed Jun 20, 2025 18:16 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 300,000 | $40.16 | $12,047,640.00 |
DisclosureSEC source: 0001829126-25-004607 · ownership.xml · nonDerivative · entry 2 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 10,200,000 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 17, 2025 Filed Jun 20, 2025 18:16 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 300,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-004607 · 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 · 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 | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 300,000 | $40.16 | $12,047,640.00 |
DisclosureSEC source: 0001829126-25-004607 · ownership.xml · nonDerivative · entry 1 DeSantis Dean · CIK 0001993010 · 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 04, 2025 Filed Jun 4, 2025 19:11 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | 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 | Celsius Holdings, Inc. CELH · Entity 3658 | 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 03, 2025 Filed Jun 4, 2025 19:11 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | 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 | Celsius Holdings, Inc. CELH · Entity 3658 | 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 02, 2025 Filed Jun 3, 2025 01:03 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | 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 | Celsius Holdings, Inc. CELH · Entity 3658 | 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 |
| May 30, 2025 Filed Jun 3, 2025 01:03 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | 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 | Celsius Holdings, Inc. CELH · Entity 3658 | 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 29, 2025 Filed May 29, 2025 19:00 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | 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 | Celsius Holdings, Inc. CELH · Entity 3658 | 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 28, 2025 Filed May 29, 2025 19:00 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | 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 | Celsius Holdings, Inc. CELH · Entity 3658 | 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 27, 2025 Filed May 29, 2025 19:00 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | 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 | Celsius Holdings, Inc. CELH · Entity 3658 | 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 23, 2025 Filed May 24, 2025 01:56 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | 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 | Celsius Holdings, Inc. CELH · Entity 3658 | 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 Jun 4, 2025 19:13 UTC Amendment | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004227 · ownership.xml · nonDerivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 20,136,349 F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date. Read SEC document |
| May 22, 2025 Filed May 24, 2025 01:56 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003952 · 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 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 22, 2025 Filed May 24, 2025 01:56 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-003952 · ownership.xml · nonDerivative · entry 2 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 22, 2025 Filed Jun 4, 2025 19:13 UTC Amendment | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004227 · ownership.xml · nonDerivative · entry 2 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 20,396,146 F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date. Read SEC document |
| May 21, 2025 Filed May 24, 2025 01:56 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003952 · 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 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 21, 2025 Filed May 24, 2025 01:56 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-003952 · ownership.xml · nonDerivative · entry 1 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 21, 2025 Filed Jun 4, 2025 19:13 UTC Amendment | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-004227 · ownership.xml · nonDerivative · entry 1 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 20,655,943 F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date. Read SEC document |
| May 20, 2025 Filed May 20, 2025 23:09 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,800 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003855 · 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 · 259,800 shares Expires not disclosed F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 20, 2025 Filed May 20, 2025 23:09 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,800 | $26.24 | $6,816,606.42 |
DisclosureSEC source: 0001829126-25-003855 · ownership.xml · nonDerivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 20,915,731 F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 20, 2025 Filed May 24, 2025 01:03 UTC Amendment | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003947 · 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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. F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. F2 · price: On May 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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. F5 · derivative.underlying_shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. 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 20, 2025 Filed May 24, 2025 01:03 UTC Amendment | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-003947 · ownership.xml · nonDerivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 20,915,740 F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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. F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. F5 · balance_after: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. 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 19, 2025 Filed May 20, 2025 23:09 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,800 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003855 · 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 · 259,800 shares Expires not disclosed F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 19, 2025 Filed May 20, 2025 23:09 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,800 | $26.24 | $6,816,606.42 |
DisclosureSEC source: 0001829126-25-003855 · ownership.xml · nonDerivative · entry 2 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 21,175,531 F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 19, 2025 Filed May 24, 2025 01:03 UTC Amendment | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003947 · 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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. F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. F2 · price: On May 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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. F5 · derivative.underlying_shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. 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 19, 2025 Filed May 24, 2025 01:03 UTC Amendment | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-003947 · ownership.xml · nonDerivative · entry 2 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 21,175,537 F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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. F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. F5 · balance_after: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. 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 16, 2025 Filed May 20, 2025 23:09 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,800 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003855 · 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 · 259,800 shares Expires not disclosed F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025 Filed May 20, 2025 23:09 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,800 | $26.24 | $6,816,606.42 |
DisclosureSEC source: 0001829126-25-003855 · ownership.xml · nonDerivative · entry 1 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 21,435,331 F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025 Filed May 24, 2025 01:03 UTC Amendment | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,797 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003947 · 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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. F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. F2 · price: On May 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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. F5 · derivative.underlying_shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. 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 16, 2025 Filed May 24, 2025 01:03 UTC Amendment | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,797 | $26.24 | $6,816,527.71 |
DisclosureSEC source: 0001829126-25-003947 · ownership.xml · nonDerivative · entry 1 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 21,435,334 F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 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 15, 2025, May 16, 2025, and May 19, 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 15, 2025, May 16, 2025, and May 19, 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. F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. F5 · balance_after: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates. 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 15, 2025 Filed May 16, 2025 01:54 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,800 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003741 · 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 · 259,800 shares Expires not disclosed F2 · derivative.exercise_price: On May 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 15, 2025 Filed May 16, 2025 01:54 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,800 | $26.24 | $6,816,606.42 |
DisclosureSEC source: 0001829126-25-003741 · ownership.xml · nonDerivative · entry 3 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 21,695,131 F2 · kind: On May 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 14, 2025 Filed May 16, 2025 01:54 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative | 259,800 | $0.00 | $0.00 |
DisclosureSEC source: 0001829126-25-003741 · 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 · 259,800 shares Expires not disclosed F2 · derivative.exercise_price: On May 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 14, 2025 Filed May 16, 2025 01:54 UTC | Celsius Holdings, Inc. CELH · Entity 3658 | OtherCommon Stock | 259,800 | $26.24 | $6,816,606.42 |
DisclosureSEC source: 0001829126-25-003741 · ownership.xml · nonDerivative · entry 2 DeSantis Dean · CIK 0001993010 · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 21,954,931 F2 · kind: On May 13, 2025, May 14, 2025, and May 15, 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 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 12-May 14, 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 |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.