Written from the filing's own figures. OQRO describes what was reported and never tells you what to buy or sell
View the official recordSEC Form 4 — Statement of Changes in Beneficial OwnershipAll the details
Dates, kept separate
Transaction date
Dec 3, 2025
Reporting period
Not applicable
Filed with the SEC
Dec 4, 2025
10% ownerIndirect holdingOther
Context
Classification
other
Code J — not an open-market trade
Planned / mechanical clue
None found in footnotes
Only flagged when a footnote says so; never inferred
Source receipt
Record ID
0001829126-25-009684
Filed / recorded
Dec 4, 2025, 11:17 AM UTC
Added to OQRO
Oct 6, 2026, 7:14 PM UTC
Parser
form4-xml-v2
Data quality
Verified: identifiers matched exactly
Issuer
Celsius Holdings, Inc.
Issuer CIK
1341766
Ticker
CELH
Reporting person
DeSantis Deborah
Relationship
10% owner
Security
Common Stock
Table
Non-derivative (Table I)
Transaction date
Dec 3, 2025
Transaction code
J
Shares / units
187,500
Price per share
$37.02
Acquired / disposed
Disposed (D)
Shares owned after
16,598,367
Ownership form
Indirect — See Footnote
Amendment
No
Footnotes from the filing
On December 2, 2025, December 3, 2025, and December 4, 2025, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on November 3, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CD elected full physical settlement.
In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CD to deliver to the buyer 187,500 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on December 1, 2025, December 2, 2025, and December 3, 2025), and (ii) the buyer to pay CD an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $27.7675 (the "Floor Price"), but less than or equal to $37.0234 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $9.2559.
On each of December 1, 2025, December 2, 2025, and December 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.
The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.