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

Rhea-AI Filing Summary

Form 4 snapshot – Celsius Holdings (CELH)

Director and 10 % owner Deborah DeSantis, acting as trustee of the Carl DeSantis Revocable Trust, disclosed two open-market sales of common stock:

• 28-Jul-2025: 100,000 shares sold at $47
• 29-Jul-2025: 100,000 shares sold at $48

The combined 200,000-share disposition generated roughly $9.5 million. Post-sale, the trust—through its 99 % interest in CDF—still beneficially owns 17,817,770 shares, preserving a stake well above the 10 % reporting threshold. No derivative securities were reported and no purchases were recorded.

The filing was submitted by a single reporting person and contains no amendments or additional material events.

Positive

• Insider still holds 17.8 million shares, maintaining significant alignment with common shareholders

Negative

• Director/10 % owner disposed of 200,000 shares worth ~$9.5 million, which can be viewed as a bearish insider signal

Insights

Financial Analyst

TL;DR: 10 % owner sold 200k CELH shares (~1 % of holdings); signal slightly negative but stake remains substantial.

Two sequential sales at $47–48 reduced indirect holdings from 17.9 million to 17.8 million shares. While the dollar value (~$9.5 mn) is meaningful, the divestiture represents only about 1 % of the insider’s position, leaving her economic exposure and voting power largely intact. The absence of derivative activity or follow-on sales moderates the bearish interpretation, yet any sale by a control shareholder can pressure sentiment, particularly after a strong run-up in CELH’s share price. Overall impact is modestly negative.

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 Deborah

(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)
07/28/2025

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	07/28/2025		S		100,000	D	$47	17,917,770	I	See Footnote(1)
Common Stock	07/29/2025		S		100,000	D	$48	17,817,770	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

Explanation of Responses:

1. The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc., which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

	/s/ Deborah DeSantis	07/30/2025
	** 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.
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

How many CELH shares did Deborah DeSantis sell?

She sold 200,000 shares over two days.

At what prices were the insider sales executed?

Sales occurred at $47 on 28-Jul-2025 and $48 on 29-Jul-2025.

How many Celsius Holdings shares does the insider still own?

Post-transaction, she indirectly owns 17,817,770 CELH shares.

Why is the ownership classified as indirect?

Shares are held by CDF, in which the Carl DeSantis Revocable Trust has a 99 % interest; DeSantis shares voting and dispositive power.

Were any derivative securities involved in this Form 4?

No derivative acquisitions or dispositions were reported.