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

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH) reported an insider transaction involving the settlement of previously arranged variable prepaid forward sale contracts. An affiliated entity, CD Financial, LLC, which is 99% beneficially owned through a trust for which the reporting person is a trustee, disposed of blocks of 187,500 shares of CELH common stock on each of November 13, 14, and 17, 2025 at a reported price of $37.0234 per share, all held indirectly.

These trades reflected full physical settlement of three tranches of a prepaid variable forward sale entered on November 3, 2022, under which CD delivered CELH shares T+1 after each tranche matured. The buyer was required to pay cash based on a formula using a floor price of $27.7675, a cap price of $37.0234, and a fixed spread of $9.2559. Because the settlement price on each maturity date exceeded the cap price, CD transferred CELH shares and received cash amounts calculated under the cap-based formula, leaving the related derivative positions at zero.

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 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)
11/13/2025

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	11/13/2025		J/K(2)(3)(4)		187,500	D	$37.0234	18,848,367	I	See Footnote(1)
Common Stock	11/14/2025		J/K(2)(3)(4)		187,500	D	$37.0234	18,660,867	I	See Footnote(1)
Common Stock	11/17/2025		J/K(2)(3)(4)		187,500	D	$37.0234	18,473,367	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)	11/13/2025		J/K(2)(3)(4)			187,500	(2)(3)(4)	(2)(3)(4)	Common Stock	187,500	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	11/14/2025		J/K(2)(3)(4)			187,500	(2)(3)(4)	(2)(3)(4)	Common Stock	187,500	$0(2)(3)(4)	0	I	See Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)	(2)(3)(4)	11/17/2025		J/K(2)(3)(4)			187,500	(2)(3)(4)	(2)(3)(4)	Common Stock	187,500	$0(2)(3)(4)	0	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 November 13, 2025, November 14, 2025, and November 17, 2025, CD 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, CD 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) CD to deliver to the buyer 187,500 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on November 12, 2025, November 13, 2025, and November 14, 2025), and (ii) the buyer to pay CD 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 November 12, 2025, November 13, 2025, and November 14, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.

	/s/ Deborah DeSantis	11/17/2025
	** 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 insider transaction did CELH report on this Form 4?

The filing reports that an affiliated holder of Celsius Holdings, Inc. (CELH) settled three tranches of a variable prepaid forward sale, delivering 187,500 CELH shares on each of November 13, 14, and 17, 2025 in full physical settlement.

Who is the reporting person in the CELH Form 4 and how are the shares held?

The reporting person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC. CD is the record holder of the CELH shares, and the reporting person has shared voting and dispositive power, with the holdings reported as indirect ownership.

What are the key terms of the CELH variable prepaid forward sale transaction?

The prepaid variable forward sale, entered on November 3, 2022, obligated CD to deliver 187,500 CELH shares for each tranche after maturity and entitled CD to cash based on a formula using a $27.7675 floor price, a $37.0234 cap price, and a $9.2559 spread when the settlement price exceeded the cap.

How was the cash consideration determined for the CELH share deliveries?

For each tranche, if the settlement price was between the $27.7675 floor and the $37.0234 cap, CD received the product of the 187,500-share amount and the excess of the settlement price over the floor. If the settlement price was above the cap, CD received the product of 187,500 shares and $9.2559.

What happened to the CELH derivative positions after these transactions?

The variable prepaid forward sale contracts were reported in the derivative securities table as Variable Prepaid Forward Sale Contracts (obligation to sell). After the three tranches settled in full physical delivery, the number of such derivative securities beneficially owned by the reporting person was shown as zero.

How many CELH shares did the affiliated holder report owning after each tranche?

Following the reported transactions, the indirectly held CELH common stock beneficially owned was listed as 18,848,367 shares after the November 13, 2025 trade, 18,660,867 shares after the November 14 trade, and 18,473,367 shares after the November 17 trade.