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

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH)

On November 18, 19, and 20, 2025, CD settled three tranches of a variable prepaid forward sale transaction originally entered on November 3, 2022, electing full physical settlement. For each tranche, CD delivered 187,500 shares of CELH common stock to an unaffiliated buyer and received cash based on a formula using a floor price of $27.7675 and a cap price of $37.0234. Because the settlement prices on November 17, 18, and 19, 2025 were above the cap price, the buyer paid CD cash equal to the number of shares delivered multiplied by $9.2559 per share. Following these transactions, the reported indirect beneficial ownership decreased from 18,285,867 to 17,910,867 shares.

Insights

Securities law and insider-trading disclosure analyst

Routine Form 4 showing structured share delivery under an existing derivative contract.

This Form 4 for Celsius Holdings (CELH) details the settlement of a variable prepaid forward sale rather than an open-market sale. CD Financial, LLC, indirectly tied to director and 10% owner Dean DeSantis, delivered 187,500 shares of common stock on each of November 18, 19, and 20, 2025 as part of three tranches of a contract entered on November 3, 2022.

The economic terms center on a floor price of $27.7675 and a cap price of $37.0234. Because the settlement prices on November 17, 18, and 19, 2025 were above the cap, CD received cash equal to the share count times $9.2559 per share for each tranche. The indirect beneficial ownership reported declined from 18,285,867 to 17,910,867 shares, reflecting delivery of shares under the contract rather than a newly initiated trading decision. Overall, this is a structured, previously arranged transaction, so the information is best viewed as administratively important but not thesis-changing.

11/20/2025 - 08:47 PM

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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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^*

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)
11/18/2025

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	11/18/2025		J/K(2)(3)(4)		187,500	D	$37.0234	18,285,867	I	See Footnote(1)
Common Stock	11/19/2025		J/K(2)(3)(4)		187,500	D	$37.0234	18,098,367	I	See Footnote(1)
Common Stock	11/20/2025		J/K(2)(3)(4)		187,500	D	$37.0234	17,910,867	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)	11/18/2025		J/K(2)(3)(4)			187,500	(2)(3)(4)	(2)(3)(4)	Common Stock	187,500	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	11/19/2025		J/K(2)(3)(4)			187,500	(2)(3)(4)	(2)(3)(4)	Common Stock	187,500	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	11/20/2025		J/K(2)(3)(4)			187,500	(2)(3)(4)	(2)(3)(4)	Common Stock	187,500	$0(2)(3)(4)	0	I	See Footnote(1)

Explanation of Responses:

1. The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), 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 November 18, 2025, November 19, 2025, and November 20, 2025, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on November 3, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CD 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) CD to deliver to the buyer 187,500 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on November 17, 2025, November 18, 2025, and November 19, 2025), and (ii) the buyer to pay CD 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 $27.7675 (the "Floor Price"), but less than or equal to $37.0234 (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) $9.2559.

4. On each of November 17, 2025, November 18, 2025, and November 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.

	/s/ Dean DeSantis	11/20/2025
	** 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.
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 transaction did CELH report in this Form 4?

The Form 4 reports that an entity indirectly associated with director and 10% owner Dean DeSantis settled three tranches of a variable prepaid forward sale contract by delivering 187,500 shares of Celsius Holdings common stock on each of November 18, 19, and 20, 2025.

How is Dean DeSantis related to the Celsius Holdings (CELH) shares in this filing?

Dean DeSantis is reported as a director and 10% owner of Celsius Holdings and is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC, the record holder of the shares. He has shared voting and dispositive power over these shares.

What was the structure of the variable prepaid forward on CELH shares?

The variable prepaid forward sale contract obligated CD Financial, LLC to deliver 187,500 CELH shares per tranche after maturity and entitled CD to cash based on the volume-weighted average price relative to a floor price of $27.7675 and a cap price of $37.0234, with an above-cap payoff of $9.2559 per share.

What cash consideration did CD receive when the CELH variable prepaid forward settled?

For each of the three tranches where the settlement price exceeded the $37.0234 cap price, the unaffiliated buyer paid CD Financial cash equal to the number of shares delivered for that tranche multiplied by $9.2559 per share.

How did the reported beneficial ownership in CELH change after these transactions?

After the November 18, 2025 transaction, indirect beneficial ownership was reported as 18,285,867 shares. After the November 19, 2025 transaction it was 18,098,367 shares, and after the November 20, 2025 transaction it was 17,910,867 shares.

When was the original variable prepaid forward on CELH shares entered into?

The variable prepaid forward sale transaction referenced in the Form 4 was entered into on November 3, 2022 between CD Financial, LLC and an unaffiliated third-party buyer.