Celsius Holdings 10% Owner Cashes Out $36M Through Forward Contracts

Rhea-AI Filing Summary

Insider Trading Alert: Dean DeSantis, a 10% owner of Celsius Holdings (CELH), reported the settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) originally entered on August 1, 2022. The transactions occurred between June 23-25, 2025.

Key transaction details:

• Total disposition of 900,000 shares of common stock (300,000 shares per day)
• Transaction price of $40.1588 per share (Cap Price)
• Shares were held indirectly through GRAT 1, LLC, where DeSantis serves as one of two personal representatives of the Estate of Carl DeSantis
• Following the transactions, GRAT 1's beneficial ownership decreased from 9,900,000 to 9,000,000 shares

The VPF settlement terms were triggered as the stock's settlement price exceeded the Cap Price of $40.1588, above the Floor Price of $30.1191. The transactions were executed as full physical settlements, with GRAT 1 delivering shares and receiving cash payments based on the predetermined formula.

Positive

• None.

Negative

• Major shareholder GRAT 1 LLC disposed of 900,000 shares of CELH through a pre-planned variable forward sale contract at prices capped at $40.16, reducing holdings from 9.6M to 9M shares
• The transaction represents a significant monetization event by a 10% owner, with total value exceeding $36M based on the cap price

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)
06/23/2025

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
Common Stock	06/23/2025		J/K(2)(3)(4)		300,000	D	$40.1588	9,600,000	I	See Footnote(1)
Common Stock	06/24/2025		J/K(2)(3)(4)		300,000	D	$40.1588	9,300,000	I	See Footnote(1)
Common Stock	06/25/2025		J/K(2)(3)(4)		300,000	D	$40.1588	9,000,000	I	See Footnote(1)

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
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	06/23/2025		J/K(2)(3)(4)			300,000	(2)(3)(4)	(2)(3)(4)	Common Stock	300,000	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	06/24/2025		J/K(2)(3)(4)			300,000	(2)(3)(4)	(2)(3)(4)	Common Stock	300,000	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	06/25/2025		J/K(2)(3)(4)			300,000	(2)(3)(4)	(2)(3)(4)	Common Stock	300,000	$0(2)(3)(4)	0	I	See Footnote(1)

Explanation of Responses:

1. 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..

2. 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.

3. 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.

4. 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.

	/s/ Dean DeSantis	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many CELH shares did Dean DeSantis sell in June 2025?

Dean DeSantis, through GRAT 1 LLC, sold a total of 900,000 shares of Celsius Holdings (CELH) common stock over three days: 300,000 shares each on June 23, June 24, and June 25, 2025, at a price of $40.1588 per share.

What was the nature of CELH insider Dean DeSantis's variable prepaid forward sale transaction?

The transaction was part of a prepaid variable forward sale (VPF) agreement entered on August 1, 2022. The VPF included three tranches that matured in June 2025, with GRAT 1 LLC obligated to deliver 300,000 shares per tranche. The agreement had a floor price of $30.1191 and a cap price of $40.1588, with settlement prices exceeding the cap price on all three transaction dates.

How many CELH shares does Dean DeSantis control after the June 2025 transactions?

After the three transactions, GRAT 1 LLC, where Dean DeSantis has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis, beneficially owned 9,000,000 shares of CELH, down from 9,900,000 shares before the transactions.

What is Dean DeSantis's relationship to Celsius Holdings (CELH)?

Dean DeSantis is a 10% owner of Celsius Holdings (CELH) and serves as one of two personal representatives of the Estate of Carl DeSantis, which holds 100% beneficial ownership interest in GRAT 1 LLC, giving him shared voting and dispositive control over the shares held by GRAT 1 LLC.