[Form 4] Celsius Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider transaction summary: William H. Milmoe, who is a director and manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust, reported a variable prepaid forward contract tied to Celsius Holdings, Inc. (CELH). Under the contract entered August 7, 2025, CD will receive $372,347,277.72 in cash on September 9, 2025 in exchange for an obligation to deliver up to 7,900,000 shares of Celsius common stock in approximately 15 equal components maturing from September 7 to September 27, 2027.

The pledged shares remain subject to dividend and voting rights during the pledge. Default or settlement mechanics depend on the settlement price relative to a Floor Price $48.4239 and a Cap Price $64.5652, which determine how many shares will be delivered or whether cash/net settlement will occur.

Positive

• Upfront cash proceeds of $372,347,277.72 received by CD Financial LLC under the variable prepaid forward contract
• Dividend and voting rights retained by CD for the pledged shares during the term of the pledge
• Clear, formulaic settlement mechanics (floor and cap prices specified) that define delivery outcomes

Negative

• 7,900,000 shares pledged as collateral, creating potential for large deliveries of shares in 2027 depending on prices
• Future settlement exposure across approximately 15 components in September 2027 that may result in significant share transfers or cash settlement

Insights

Financial Analyst

TL;DR: A large variable prepaid forward provides substantial liquidity to a major holder while leaving settlement exposure tied to CELH share price between defined floor and cap levels.

The agreement generates $372.35 million in upfront cash against up to 7.9 million pledged shares, with settlement across ~15 tranches in September 2027. The contract preserves dividend and voting rights during the pledge and specifies formulaic delivery based on settlement prices relative to a $48.4239 floor and a $64.5652 cap. For investors, this is a material insider financing event that could convert into large share deliveries or cash settlements depending on future market prices.

Corporate Governance Expert

TL;DR: The reporting person retains voting and dividend rights but has pledged shares as collateral for a sizable forward contract, creating staged transfer risk into 2027.

The filing discloses that CD Financial LLC pledged the Pledged Shares to secure obligations and that the reporting person has shared voting and dispositive power. The contract allows alternative settlement methods including net or full-share settlement; deliverable share counts vary with market prices. This is a significant governance disclosure about a major holder's liquidity arrangement and collateral pledge.

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^*

Milmoe William H.

(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)
09/05/2025

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

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

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
Forward sale contract (obligation to sell)	(2)(3)(4)	09/05/2025		J/K		7,900,000		(2)(3)(4)	(2)(3)(4)	Common Stock	7,900,000	$0	7,900,000	I	See Footnote(1)

Explanation of Responses:

1. 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.

2. On August 7, 2025, CD entered into a variable prepaid forward contract with Citigroup Global Markets Inc, as purchaser. The contract obligates CD to deliver to the purchaser up to 7,900,000 shares of Celsius Holdings, Inc. ("Celsius") common stock (or, at CD's election, an equivalent amount of cash based on the market price of Celsius common stock) at the maturity of the contract (occurring in 15 approximately equal components from September 7, 2027 to September 27, 2027). In exchange for assuming this obligation, CD will receive a cash payment of $372,347,277.72 on September 9, 2025.

3. CD pledged 7,900,000 shares of Celsius common stock (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provides that, under the default settlement method, the number of shares of Celsius common stock that CD would be obligated to deliver to the purchaser in respect of each maturity date would be determined as follows: (a) if the volume-weighted average price of Celsius common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $48.4239 (the "Floor Price"), CD will deliver to the buyer all of the Pledged Shares for the applicable component;

4. (b) if such Settlement Price is greater than the Floor Price but less than or equal to $64.5652 (the "Cap Price), CD will deliver to the purchaser the number of shares equal to 100% of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and; (c) if such Settlement Price is greater than the Cap Price, CD will deliver to the purchaser the number of shares equal to 100% of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. Subject to certain conditions, CD may also elect to (x) net-settle the contract with cash or shares or (y) fully settle the contract with 100% of the Pledged Shares in exchange for a variable cash payment determined based on the relevant Settlement Price.

	/s/ William H. Milmoe	09/09/2025
	** 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 did William H. Milmoe report on Form 4 for CELH?

The report discloses a variable prepaid forward contract where CD Financial LLC will receive $372,347,277.72 and is obligated to deliver up to 7,900,000 CELH shares across tranches in September 2027.

How many Celsius (CELH) shares are involved and when are they settled?

Up to 7,900,000 shares are subject to the contract, with settlement occurring in approximately 15 equal components from September 7, 2027 to September 27, 2027.

What are the floor and cap prices in the forward contract?

The contract specifies a Floor Price of $48.4239 and a Cap Price of $64.5652, which determine the number of shares deliverable at each tranche.

Does the reporting person retain shareholder rights during the contract?

Yes, CD retained dividend and voting rights in the pledged shares during the term of the pledge.

Who is the record holder of the pledged shares?

CD Financial LLC is the record holder of the shares, and William H. Milmoe is the manager of CD and trustee of the Carl DeSantis Revocable Trust, which owns 99% of CD.