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

Rhea-AI Filing Summary

Form 4 highlights: Dean DeSantis, co-personal representative of the Estate of founder Carl DeSantis and a 10% owner of Celsius Holdings (CELH), reported the physical settlement of three tranches of a variable prepaid forward (VPF) entered 1 Aug 2022. The tranches matured 22-24 Jul 2025 and were settled on 23-25 Jul 2025.

Transaction details: Each tranche required GRAT 1, LLC—controlled by the estate—to deliver 300,000 CELH shares (adjusted for splits) to an unaffiliated buyer. Because the volume-weighted average price on each maturity date exceeded the $40.1588 cap, GRAT 1 received the maximum cash amount specified by the VPF formula and transferred the full share number. In total, 900,000 shares were disposed of at an implied cap price of $40.1588.

Ownership impact: Indirect beneficial ownership fell from roughly 3.6 million to 2.7 million shares, a 25% reduction. Shares are held indirectly through GRAT 1; DeSantis retains shared voting and dispositive power. No derivative positions remain after settlement.

Insights

Financial Analyst

TL;DR: Large insider sale—900k shares—signals reduced commitment; however, sale was pre-arranged via 2022 VPF.

The disposal equals ~25% of the estate’s indirect stake, so supply overhang is material. Although the transactions were contractually obligated and therefore partially price-agnostic, they still lower insider alignment and may pressure the float. Settlement above the $40.1588 cap implies CELH traded well beyond the forward’s upside collar, capping proceeds per share to ~$10.04 over the $30.12 floor. No additional derivatives remain, reducing complexity of future disclosures. Overall effect skews negative for sentiment but does not alter company fundamentals.

Corporate Governance Expert

TL;DR: Estate unwinds legacy forward contract; transparency good, but insider ownership drops materially.

Pre-paid forwards are legitimate liquidity tools, yet their unwinding can create perception issues. With the founder’s estate cutting its stake to 2.7 m shares, governance observers may question long-term voting stability. Still, the orderly settlement within Rule 144 parameters mitigates regulatory risk. No new pledges or derivative overlays were introduced.

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

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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).

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)
07/23/2025

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	07/23/2025		J/K(2)(3)(4)		300,000	D	$40.1588	3,300,000	I	See Footnote(1)
Common Stock	07/24/2025		J/K(2)(3)(4)		300,000	D	$40.1588	3,000,000	I	See Footnote(1)
Common Stock	07/25/2025		J/K(2)(3)(4)		300,000	D	$40.1588	2,700,000	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)	07/23/2025		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)	07/24/2025		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)	07/25/2025		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 July 23, 2025, July 24, 2025, and July 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 July 22, 2025, July 23, 2025, and July 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 July 22, 2025, July 23, 2025, and July 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/ William H. Milmoe	07/25/2025
	** Signature of Reporting Person	Date
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