Celsius Holdings (CELH) insider amends Form 4 to fix overstated ownership

Rhea-AI Filing Summary

Celsius Holdings, Inc. director and 10% owner filed an amended insider trading report correcting prior disclosures of indirectly owned common stock. The report shows three dispositions of 187,500 shares of common stock each on November 13, 14, and 17, 2025 at a price of $37.0234 per share, all reported as indirectly held. After these transactions, the filer reported beneficial ownership of 16,984,270, 16,796,770, and 16,609,270 shares, respectively.

The amendment explains that the original Form 4 filed on November 17, 2025 inadvertently overstated the amount of securities beneficially owned following each transaction date by 1,318,097 shares, and that several subsequent filings related to the same transactions also overstated holdings by the same amount. This filing is focused on correcting those ownership figures rather than changing the reported transaction amounts.

Insights

Equity ownership & compliance analyst

Amended filing corrects overstated Celsius insider share ownership, transactions unchanged.

The report shows an insider associated with Celsius Holdings, Inc. disposing of 187,500 indirectly held common shares on each of November 13, 14, and 17, 2025 at $37.0234 per share. Following these sales, the insider’s reported beneficial ownership stands at 16,984,270, 16,796,770, and 16,609,270 shares, respectively, all reported as indirect holdings.

The key purpose of this amendment is to correct prior overstatements of ownership. It states that the original report and several later filings overstated the amount of securities beneficially owned after each transaction date by 1,318,097 shares. This is a disclosure accuracy and compliance update; it does not change the underlying sale amounts or prices already reported.

From an investor perspective, this mainly clarifies the insider’s true stake size rather than signaling a new transaction. Future company filings referencing insider ownership after the November–December 2025 period will likely rely on these corrected figures.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DeSantis Deborah

(Last) (First) (Middle)

190 S.E. 5TH AVENUE, SUITE 200

(Street)

DELRAY BEACH FL 33483

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/13/2025		J/K		187,500	D	$37.0234	16,984,270(1)	I	See Footnote
Common Stock	11/14/2025		J/K		187,500	D	$37.0234	16,796,770(1)	I	See Footnote
Common Stock	11/17/2025		J/K		187,500	D	$37.0234	16,609,270(1)	I	See Footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of November 13, 2025, November 14, 2025, and November 17, 2025. The original Form 4 filed on November 17, 2025 inadvertently overstated the amount of securities beneficially owned following each transaction date, in each case, by 1,318,097 securities. Subsequent Form 4 filings made, in relation to the same transaction, on November 20, 2025, November 25, 2025, December 1, 2025, December 4, 2025, and December 9, 2025 likewise overstated the amount of securities beneficially owned following the respective transaction dates by such amount.

	/s/ Deborah DeSantis	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Celsius Holdings (CELH) report in this amended Form 4/A?

The amended report shows an insider associated with Celsius Holdings (CELH) disposing of 187,500 shares of common stock on each of November 13, 14, and 17, 2025. All three transactions involved indirectly held shares and were reported at a price of $37.0234 per share.

How many Celsius (CELH) shares did the insider report owning after the November 2025 transactions?

After the reported transactions, the insider’s beneficial ownership of Celsius common stock was reported as 16,984,270 shares following the November 13 transaction, 16,796,770 shares following the November 14 transaction, and 16,609,270 shares following the November 17 transaction, all held indirectly.

Why did Celsius Holdings (CELH) insider file an amended Form 4/A?

The amendment states it was filed solely to correct the amount of securities beneficially owned following the November 13, 14, and 17, 2025 transactions. The original report filed on November 17, 2025 had overstated beneficial ownership by 1,318,097 shares after each transaction date.

Which earlier Celsius (CELH) insider filings were affected by the ownership overstatement?

The explanation notes that, in addition to the original report filed on November 17, 2025, subsequent filings related to the same transactions made on November 20, November 25, December 1, December 4, and December 9, 2025 likewise overstated the beneficially owned share amounts by 1,318,097 shares.

Is the Celsius (CELH) insider a director or major shareholder according to this filing?

Yes. The filing identifies the reporting person as a director and 10% owner of Celsius Holdings, Inc., indicating a significant insider position in the company.

Are the Celsius (CELH) insider transactions reported as directly or indirectly owned shares?

The common stock transactions are reported as indirectly owned in the ownership column, with the nature of indirect beneficial ownership referenced by a footnote labeled "See Footnote" in the table.