Celsius Holdings (CELH) director settles prepaid forward sale of shares

Q: What insider transaction did CELH report in this Form 4?

The filing reports that Dean DeSantis , as a reporting person, settled three variable prepaid forward sale contracts involving indirect holdings of Celsius Holdings, Inc. (CELH) common stock through GRAT 1, LLC.

Q: How many Celsius (CELH) shares were delivered in the reported transactions?

In each of the three tranches, GRAT 1 delivered 112,500 CELH common shares , for a total of 337,500 shares delivered across the December 2, 3, and 4, 2025 settlements.

Q: What is the relationship between the reporting person and Celsius Holdings (CELH)?

The reporting person is listed as a director of Celsius Holdings, Inc. and one of two personal representatives of the Estate of Carl DeSantis , which owns 100% of GRAT 1, LLC that holds CELH shares.

Q: What pricing terms governed the Celsius (CELH) prepaid forward settlements?

The contracts used a floor price of $27.7675 and a cap price of $37.0234 per CELH share. If the settlement price exceeded the cap, cash paid to GRAT 1 was calculated as the product of 112,500 shares and $9.2559 per share.

Q: What happened to GRAT 1’s Celsius (CELH) holdings after these transactions?

After delivering 112,500 CELH shares in each of the three tranches, the filing shows that GRAT 1 beneficially owned 225,000 CELH shares indirectly following the reported transactions.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Celsius Holdings insider activity: Dean DeSantis reported settling three variable prepaid forward sale contracts tied to indirect holdings of Celsius Holdings, Inc. common stock. Through GRAT 1, LLC, which is fully owned by the Estate of Carl DeSantis, 112,500 CELH shares were delivered to a third-party buyer on each of December 2, 3, and 4, 2025 at a reference cap price of $37.0234 per share.

The contracts required GRAT 1 to deliver 112,500 CELH shares per tranche after maturity, while the buyer paid cash amounts based on a formula using a floor price of $27.7675 and a cap price of $37.0234. Because the settlement price on each maturity date exceeded the cap price, cash paid to GRAT 1 was calculated using a fixed per-share spread of $9.2559. Following these three settlements, GRAT 1 indirectly held 225,000 CELH shares.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider DeSantis Dean

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	112,500	$0.00	--
Other	Common Stock	112,500	$37.0234	$4.17M
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	112,500	$0.00	--
Other	Common Stock	112,500	$37.0234	$4.17M
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	112,500	$0.00	--
Other	Common Stock	112,500	$37.0234	$4.17M

Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote); Common Stock — 225,000 shares (Indirect, See Footnote)

Footnotes (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. On December 2, 2025, December 3, 2025, and December 4, 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. 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 December 1, 2025, December 2, 2025, and December 3, 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. On each of December 1, 2025, December 2, 2025, and December 3, 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.

Form 4 Insider Transactions: What Each Field Means →

12/04/2025 - 06:16 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^*

DeSantis Dean

(Last)

(First)

(Middle)

190 S.E. 5TH AVENUE, SUITE 200

(Street)

DELRAY BEACH

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)
12/02/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/02/2025		J/K⁽²⁾⁽³⁾⁽⁴⁾		112,500	D	$37.0234	450,000	I	See Footnote⁽¹⁾
Common Stock	12/03/2025		J/K⁽²⁾⁽³⁾⁽⁴⁾		112,500	D	$37.0234	337,500	I	See Footnote⁽¹⁾
Common Stock	12/04/2025		J/K⁽²⁾⁽³⁾⁽⁴⁾		112,500	D	$37.0234	225,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁴⁾	12/02/2025		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⁾	12/03/2025		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⁾	12/04/2025		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 December 2, 2025, December 3, 2025, and December 4, 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 December 1, 2025, December 2, 2025, and December 3, 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 December 1, 2025, December 2, 2025, and December 3, 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	12/04/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CELH report in this Form 4?

The filing reports that Dean DeSantis, as a reporting person, settled three variable prepaid forward sale contracts involving indirect holdings of Celsius Holdings, Inc. (CELH) common stock through GRAT 1, LLC.

How many Celsius (CELH) shares were delivered in the reported transactions?

In each of the three tranches, GRAT 1 delivered 112,500 CELH common shares, for a total of 337,500 shares delivered across the December 2, 3, and 4, 2025 settlements.

What is the relationship between the reporting person and Celsius Holdings (CELH)?

The reporting person is listed as a director of Celsius Holdings, Inc. and one of two personal representatives of the Estate of Carl DeSantis, which owns 100% of GRAT 1, LLC that holds CELH shares.

What pricing terms governed the Celsius (CELH) prepaid forward settlements?

The contracts used a floor price of $27.7675 and a cap price of $37.0234 per CELH share. If the settlement price exceeded the cap, cash paid to GRAT 1 was calculated as the product of 112,500 shares and $9.2559 per share.

What happened to GRAT 1’s Celsius (CELH) holdings after these transactions?

After delivering 112,500 CELH shares in each of the three tranches, the filing shows that GRAT 1 beneficially owned 225,000 CELH shares indirectly following the reported transactions.

Were these Celsius (CELH) insider transactions part of a prior agreement?

Yes. The filing explains that the three tranches were part of a prepaid variable forward sale transaction originally entered into on November 3, 2022 with an unaffiliated third-party buyer.