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

Rhea-AI Filing Summary

Form 4 snapshot: On 9 July 2025, William H. Milmoe – co-personal representative of the Estate of Carl DeSantis and a 10 % owner of Celsius Holdings (CELH) – reported the physical settlement of three tranches of a variable prepaid forward (VPF) originally executed on 1 Aug 2022.

• Settlement dates: 7 Jul, 8 Jul and 9 Jul 2025.
• Shares delivered: 300,000 CELH shares per tranche, totalling 900,000 shares.
• Settlement mechanics: Because the stock’s settlement price exceeded the $40.1588 cap, GRAT 1, LLC (the estate’s entity) delivered the shares and received cash equal to 300,000 × $10.0397 for each tranche (≈ $3.0 m per tranche).
• Post-transaction holdings: Indirect beneficial ownership declined from roughly 7.2 m to 6.3 m shares, but the estate still exceeds the 10 % threshold.
• Transaction code J/K: Indicates derivative-linked, non-open-market settlement under a pre-existing contract rather than discretionary insider selling.

Investor take-away: The filing documents a planned delivery of shares tied to a 2022 derivative agreement; it does not signal a change in management sentiment. While the 900 k-share reduction equates to only ~0.4 % of CELH’s basic shares outstanding, continued VPF maturities could add incremental supply. The estate remains a significant long-term holder, mitigating concerns about a full exit.

Positive

• Insider alignment maintained: Reporting person still holds approximately 6.3 million CELH shares, remaining a significant long-term stakeholder.
• Pre-planned transaction: Sales were executed under a 2022 VPF contract, reducing the likelihood of negative signaling related to company outlook.

Negative

• Sizeable share delivery: 900,000 shares (≈0.4 % of shares outstanding) were transferred, modestly increasing public float.
• Stake reduction: Estate’s indirect holdings declined by about 12.5 %, pointing to ongoing monetisation that could continue with future VPF tranches.

Insights

Financial Analyst

TL;DR Planned VPF settlement trims estate’s stake by 900 k shares; limited market impact but watch future tranches.

The disclosed sales stem from a variable prepaid forward signed in 2022, not opportunistic insider selling. Although the estate monetised ~US$9 m and reduced its holdings by ~12.5 % (900 k of ~7.2 m shares), it still controls 6.3 m shares, remaining above the 10 % owner threshold. The delivered shares equal roughly 0.4 % of CELH’s outstanding float, so near-term supply pressure should be modest. Because the settlement occurred at the cap price of $40.1588, upside sharing above that level is capped, suggesting the estate continues to hedge exposure. Overall impact is neutral: the transaction was pre-programmed, does not alter company fundamentals, and leaves a substantial insider position outstanding.

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
Estimated average burden
hours per response:			0.5

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)
07/07/2025

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	07/07/2025		J/K(2)(3)(4)		300,000	D	$40.1588	6,900,000	I	See Footnote(1)
Common Stock	07/08/2025		J/K(2)(3)(4)		300,000	D	$40.1588	6,600,000	I	See Footnote(1)
Common Stock	07/09/2025		J/K(2)(3)(4)		300,000	D	$40.1588	6,300,000	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)	07/07/2025		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)	07/08/2025		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)	07/09/2025		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 July 7, 2025, July 8, 2025, and July 9, 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 July 3, 2025, July 7, 2025, and July 8, 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 July 3, 2025, July 7, 2025, and July 8, 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/ William H. Milmoe	07/09/2025
	** Signature of Reporting Person	Date
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FAQ

How many Celsius Holdings (CELH) shares did the insider sell?

The reporting person delivered 900,000 shares (300,000 per tranche) as part of a prepaid forward settlement.

What price was applied to the CELH share settlement?

Each tranche was settled at the cap price of $40.1588 per share, as specified in the VPF agreement.

Does the insider still own more than 10% of CELH after the sale?

Yes. After settlement, the insider indirectly owns about 6.3 million shares, remaining above the 10 % ownership threshold.

Was this an open-market sale of Celsius Holdings stock?

No. The transactions were classified as Code J/K, indicating settlement of a derivative (VPF) rather than open-market sales.

What is a variable prepaid forward (VPF) and why is it used?

A VPF lets holders receive cash up-front while deferring tax and price risk; at maturity they deliver shares or pay cash, as seen in this filing.