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

Rhea-AI Filing Summary

Dean DeSantis, as trustee, reported a variable prepaid forward transaction affecting 7,900,000 shares of Celsius Holdings, Inc. (CELH). CD Financial, LLC entered into the contract with Citigroup Global Markets Inc. on August 7, 2025, obligating CD to potentially deliver up to 7,900,000 shares in approximately 15 equal components maturing from September 7, 2027 to September 27, 2027. In exchange CD will receive $372,347,277.72 on September 9, 2025. The pledged shares secure the obligation while CD retains dividend and voting rights during the pledge. Settlement mechanics depend on a Floor Price of $48.4239 and a Cap Price of $64.5652, with formulas specified for share delivery or net/ cash settlement options.

Positive

• Immediate liquidity: CD will receive $372,347,277.72 on September 9, 2025 from the variable prepaid forward contract.
• Retained rights: CD retained dividend and voting rights in the pledged shares during the term of the pledge.

Negative

• Encumbrance of 7,900,000 shares: The pledged shares secure obligations and may be delivered, reducing CD's record ownership.
• Potential future dilution/transfer: Settlement mechanics could require delivery of up to 7.9 million shares across 15 components in September 2027.

Insights

Financial Analyst

TL;DR: Transaction raises significant liquidity now but creates potential future share delivery that could affect outstanding float and investor perception.

The variable prepaid forward (VPF) provides CD with $372.35 million upfront while pledging 7.9 million CELH shares as collateral. The staged maturities in 15 components shift future dilution risk into a two-year window ending September 2027. The Floor/Cap mechanics (Floor $48.4239; Cap $64.5652) will determine delivered shares versus cash at each settlement, which preserves some upside capture above the Cap and limits downside via the Floor. Retained voting and dividend rights maintain governance continuity in the near term. For investors, focus is on potential share count change and timing of settlements.

Corporate Governance Expert

TL;DR: Insider used a structured financing vehicle that retains economic and voting ties while creating contingent transfer obligations.

The reporting person is a trustee with shared voting and dispositive power over CD Financial, the record holder. Pledging 7.9 million shares as security while retaining voting and dividend rights is a common structure to obtain liquidity without immediate transfer of control. However, the pledge and contingent delivery schedule represent an encumbrance on a material block of shares and should be disclosed to stakeholders as it may affect future governance dynamics if settlement results in share transfers.

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
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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).

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)
09/05/2025

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

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
Forward sale contract (obligation to sell)	(2)(3)(4)	09/05/2025		J/K		7,900,000		(2)(3)(4)	(2)(3)(4)	Common Stock	7,900,000	$0	7,900,000	I	See Footnote(1)

Explanation of Responses:

1. The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

2. On August 7, 2025, CD entered into a variable prepaid forward contract with Citigroup Global Markets Inc, as purchaser. The contract obligates CD to deliver to the purchaser up to 7,900,000 shares of Celsius Holdings, Inc. ("Celsius") common stock (or, at CD's election, an equivalent amount of cash based on the market price of Celsius common stock) at the maturity of the contract (occurring in 15 approximately equal components from September 7, 2027 to September 27, 2027). In exchange for assuming this obligation, CD will receive a cash payment of $372,347,277.72 on September 9, 2025.

3. CD pledged 7,900,000 shares of Celsius common stock (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provides that, under the default settlement method, the number of shares of Celsius common stock that CD would be obligated to deliver to the purchaser in respect of each maturity date would be determined as follows: (a) if the volume-weighted average price of Celsius common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $48.4239 (the "Floor Price"), CD will deliver to the buyer all of the Pledged Shares for the applicable component;

4. (b) if such Settlement Price is greater than the Floor Price but less than or equal to $64.5652 (the "Cap Price), CD will deliver to the purchaser the number of shares equal to 100% of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and; (c) if such Settlement Price is greater than the Cap Price, CD will deliver to the purchaser the number of shares equal to 100% of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. Subject to certain conditions, CD may also elect to (x) net-settle the contract with cash or shares or (y) fully settle the contract with 100% of the Pledged Shares in exchange for a variable cash payment determined based on the relevant Settlement Price.

	/s/ Dean DeSantis	09/09/2025
	** 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).
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FAQ

What transaction did Dean DeSantis report for CELH?

The report discloses a variable prepaid forward contract entered by CD Financial with Citigroup obligating delivery of up to 7,900,000 CELH shares and pledging those shares as security.

How much cash did CD Financial receive under the contract?

CD will receive $372,347,277.72 on September 9, 2025 in exchange for entering the contract.

When will the contract mature and how are settlements scheduled?

Maturities occur in approximately 15 equal components from September 7, 2027 to September 27, 2027.

What price terms govern share delivery under the contract?

Settlement uses a Floor Price of $48.4239 and a Cap Price of $64.5652 with formulas to determine shares delivered or cash/net settlement.

Does CD retain voting or dividend rights for the pledged shares?

Yes. CD retained dividend and voting rights in the pledged shares during the pledge term.