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

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH)

On November 13, 14, and 17, 2025, GRAT 1 delivered 112,500 CELH common shares in each tranche for full physical settlement, at a reference cap price of $37.0234 per share. After these transactions, GRAT 1 continued to hold 1,462,500 CELH shares indirectly. The settlement formula tied cash paid to GRAT 1 to the volume-weighted average price on each maturity date, with a floor price of $27.7675, a cap price of $37.0234, and an incremental amount of $9.2559 per share when the settlement price exceeded the cap.

11/17/2025 - 08:40 AM

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)
11/13/2025

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	11/13/2025		J/K(2)(3)(4)		112,500	D	$37.0234	1,687,500	I	See Footnote(1)
Common Stock	11/14/2025		J/K(2)(3)(4)		112,500	D	$37.0234	1,575,000	I	See Footnote(1)
Common Stock	11/17/2025		J/K(2)(3)(4)		112,500	D	$37.0234	1,462,500	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)	11/13/2025		J/K(2)(3)(4)			112,500	(2)(3)(4)	(2)(3)(4)	Common Stock	112,500	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	11/14/2025		J/K(2)(3)(4)			112,500	(2)(3)(4)	(2)(3)(4)	Common Stock	112,500	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	11/17/2025		J/K(2)(3)(4)			112,500	(2)(3)(4)	(2)(3)(4)	Common Stock	112,500	$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.

2. On November 13, 2025, November 14, 2025, and November 17, 2025, GRAT 1 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, 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 112,500 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on November 12, 2025, November 13, 2025, and November 14, 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 $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 12, 2025, November 13, 2025, and November 14, 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	11/17/2025
	** 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 filing reports that an indirect 10% owner of Celsius Holdings, Inc. (CELH) settled three tranches of a variable prepaid forward sale by delivering shares of CELH common stock to an unaffiliated buyer in full physical settlement.

How many CELH shares were delivered in each prepaid forward tranche?

In each of the three tranches, GRAT 1, LLC delivered 112,500 shares of CELH common stock as full physical settlement under the variable prepaid forward sale contract.

What was the remaining CELH shareholding after these transactions?

Following the reported transactions, GRAT 1, LLC beneficially owned 1,462,500 shares of CELH common stock indirectly controlled by the reporting person.

Who is the reporting person and what is their relationship to Celsius Holdings (CELH)?

The reporting person is one of the two personal representatives of the Estate of Carl DeSantis and has shared voting and dispositive control over CELH shares held by GRAT 1, LLC, which is disclosed as an indirect 10% owner of Celsius Holdings, Inc.

How was the cash amount under the variable prepaid forward for CELH shares determined?

For each tranche, the buyer paid GRAT 1 cash based on the volume-weighted average price of CELH on the maturity date, using a floor price of $27.7675, a cap price of $37.0234, and an incremental amount of $9.2559 per share when the settlement price exceeded the cap.

What were the settlement dates for the CELH variable prepaid forward tranches?

The three tranches of the variable prepaid forward matured on November 12, 13, and 14, 2025, with share deliveries reported on November 13, 14, and 17, 2025 following T+1 settlement.