Celsius Holdings (CELH) insider corrects Form 4 share counts after sales

Rhea-AI Filing Summary

Celsius Holdings, Inc. reported an amended Form 4 for a reporting person who is a director and 10% owner, correcting previously reported indirect holdings after earlier sales of common stock. The filing restates that 187,500 shares of common stock were disposed of on each of November 13, 14, and 17, 2025 at a price of $37.0234 per share. After these transactions, the reporting person beneficially owned 16,984,270, 16,796,770 and 16,609,270 shares, respectively, held indirectly. The amendment explains that the original Form 4 and several subsequent filings had overstated the beneficially owned share amounts following each transaction date by 1,318,097 shares.

Insights

Securities law analyst

Amended Form 4 corrects overstated Celsius insider shareholdings.

The filing shows a Celsius Holdings director and 10% owner updating prior disclosures about indirect common stock ownership. It confirms three previously reported sales of 187,500 shares each on November 13, 14, and 17, 2025 at $37.0234 per share, all coded as dispositions and held through indirect ownership.

The key change is not the trades themselves but the share counts reported as beneficially owned after each transaction. The amendment states that the original Form 4 and later related filings had overstated these post-transaction holdings by 1,318,097 shares on each relevant date. This adjusts ownership records without introducing new transactions or changing the economic terms already disclosed.

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 Dean

(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/ Dean 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.
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FAQ

What does this Celsius (CELH) Form 4/A filing report?

It reports an amended Form 4 for a Celsius Holdings director and 10% owner, correcting previously overstated indirect beneficial ownership after earlier common stock sales.

How many Celsius Holdings (CELH) shares were sold in the reported transactions?

The filing shows three dispositions of 187,500 shares of common stock each on November 13, 14, and 17, 2025, for a total of three separate 187,500-share sales.

At what price were the Celsius (CELH) shares sold in this amended Form 4?

Each of the reported sales of Celsius common stock was executed at a price of $37.0234 per share, according to the transaction table.

What ownership correction does the Celsius (CELH) Form 4/A disclose?

The amendment states that the original Form 4 and several later filings had overstated the number of securities beneficially owned following each transaction date by 1,318,097 shares, and this filing corrects those figures.

How many Celsius (CELH) shares were beneficially owned after the November 17, 2025 sale?

After the November 17, 2025 disposition, the reporting person beneficially owned 16,609,270 shares of Celsius common stock indirectly, as shown in the table.

Are the Celsius (CELH) holdings reported as direct or indirect ownership?

The holdings remaining after each transaction are reported as indirect (I) beneficial ownership, with a reference to a footnote for the nature of that indirect ownership.

Does this Celsius (CELH) Form 4/A represent new insider sales or only corrections?

The explanation section says this amendment is filed solely to correct the beneficially owned share amounts after previously reported transactions; it does not introduce new sales beyond those already disclosed.