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

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing Geared Buffer Securities linked to the S&P 500® Index, due June 4, 2027. The $1,000-denominated notes are unsecured, pay no coupons and will not be listed on any exchange. They provide:

• Upside exposure: 150% participation in S&P 500 gains, capped at a maximum return set on the June 30, 2025 pricing date (minimum 19.55% or $195.50 per note).
• Downside protection: A 20% buffer. If the index closes ≥80% of the initial level (6,173.07), principal is fully returned.
• Downside risk: Below the 80% threshold, losses accelerate at a 1.25× rate; a 30% index drop would cut repayment to $875, and a 70% drop would wipe out most of the investment.
• Key dates: Strike 6/27/25; pricing 6/30/25; issue 7/3/25; valuation 6/1/27; maturity 6/4/27.
• Estimated value: At least $940, below the $1,000 issue price, reflecting dealer margin and hedging costs.
• Credit considerations: All payments depend on the senior unsecured obligations of Citigroup Global Markets Holdings Inc. and the guarantee of Citigroup Inc.; the notes are not FDIC-insured.

Investors forgo dividends on the S&P 500 constituents and face liquidity constraints, as the securities are intended to be held to maturity. The product suits investors who expect moderate S&P 500 appreciation over the two-year term, want limited first-loss protection, and accept a capped upside, magnified downside beyond the 20% buffer, and issuer credit risk.

Positive

• 150% upside participation offers leveraged gains versus direct index exposure, up to the stated cap.
• 20% downside buffer protects full principal if the S&P 500 falls by ≤20% over the term.
• Short two-year tenor reduces duration and credit-exposure window compared with longer structured notes.
• Full Citigroup Inc. guarantee provides senior unsecured claim against a large, investment-grade issuer.

Negative

• Maximum return capped at a minimum of 19.55%, limiting upside if the index rallies strongly.
• Loss magnification: beyond the 20% buffer, repayment falls 1.25% for each additional 1% index drop.
• No interest or dividend yield, resulting in negative carry versus owning the index or a dividend ETF.
• Liquidity risk: not exchange-listed; secondary market, if any, may be well below fair value.
• Issue premium: estimated value ≥$940 vs. $1,000 price implies ~6% built-in cost to investor.
• Credit risk: payments rely on Citigroup; in a severe downturn, default risk and market losses could coincide.

Insights

Structured Products Analyst

TL;DR: 150% upside to 19.55% cap, 20% buffer, 1.25× downside past buffer; credit & liquidity risk remain.

The note offers leveraged exposure in a tight range: investors can earn up to roughly 19.55% over two years—an annualized ~9.3%—if the S&P 500 rises ≤13.0% (19.55% / 1.5). Gains beyond that level are forfeited. The 20% buffer protects against moderate market pullbacks, but losses accelerate at 125% thereafter, making severe bear-market scenarios painful. The indicative value of ≥$940 implies around 6% issuance premium, typical for retail structured products but an immediate economic cost. No interim coupons or dividends mean negative carry relative to equity ownership. Because the notes are senior unsecured, their risk profile ultimately hinges on Citigroup’s credit; the term is short and Citi’s senior debt trades investment-grade, but this remains a non-trivial risk factor. Lack of listing limits exit options; secondary bids could be well below theoretical value in volatile markets.

Credit & Risk Analyst

TL;DR: Product risk driven by market gap & Citi credit; structured to transfer tail risk to investor.

The 20% buffer is attractive in mild downturns but completely exhausted in sharp sell-offs. The 1.25× loss factor beyond the buffer amplifies tail risk, effectively embedding a short digital put financed by a capped call. The structure is neutral to Citigroup’s balance sheet—hedged through options markets—yet provides fee income (embedded in the >=6% OID). From a credit perspective, the two-year tenor limits default probability, but in a systemic shock where the S&P 500 collapses, Citi’s credit spreads are likely to widen, compounding investor losses. Overall impact on Citi shareholders is immaterial; for noteholders, risk-reward is balanced and highly path-dependent.

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 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)
06/26/2025

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	06/26/2025		J/K(2)(3)(4)		300,000	D	$40.1588	8,700,000	I	See Footnote(1)
Common Stock	06/27/2025		J/K(2)(3)(4)		300,000	D	$40.1588	8,400,000	I	See Footnote(1)
Common Stock	06/30/2025		J/K(2)(3)(4)		300,000	D	$40.1588	8,100,000	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)	06/26/2025		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)	06/27/2025		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)	06/30/2025		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 June 26, 2025, June 27, 2025, and June 30, 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 June 25, 2025, June 26, 2025, and June 27, 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 June 25, 2025, June 26, 2025, and June 27, 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	06/30/2025
	** 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.
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FAQ

What is the upside participation rate on Citigroup’s Geared Buffer Securities (C)?

The notes provide 150% participation in S&P 500 gains, subject to the maximum return at maturity.

What is the maximum return for these 424B2 notes?

The cap will be set on June 30, 2025 at no less than $195.50 per $1,000 note (≥19.55%).

How much downside protection do investors receive?

Investors are buffered against the first 20% decline in the S&P 500; below that, losses accelerate at 1.25×.

Do the securities pay interest or dividends?

No. The notes are non-interest-bearing and investors forgo all S&P 500 dividends during the term.

When do the notes mature and how is the final index value determined?

Maturity is June 4, 2027; the index closing level on June 1, 2027 (valuation date) sets repayment.

Is there secondary market liquidity?

Citigroup may repurchase the notes, but they will not be listed; investors should be prepared to hold to maturity.

What credit risk do holders face?

Payments are senior unsecured obligations of Citigroup Global Markets Holdings Inc. and depend on Citigroup Inc.’s creditworthiness.