CELH major holder delivers 562,500 shares in variable forward deal

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH) insider activity: A major shareholder reported settling three tranches of a prepaid variable forward sale through CD Financial LLC on November 21, 24, and 25, 2025. For each tranche, CD delivered 187,500 shares of CELH common stock, shown at a transaction price of $37.0234 per share, under a variable prepaid forward sale structure.

After these settlements, the reporting person’s indirect beneficial ownership decreased from 17,723,367 CELH shares to 17,348,367 shares, all held indirectly through CD Financial LLC and related trust structures. The contracts obligated CD to deliver shares after each tranche’s maturity while the counterparty paid cash based on a formula tied to CELH’s share price, with settlements occurring when the stock price exceeded the defined cap price.

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).

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^*

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)
11/21/2025

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	11/21/2025		J/K(2)(3)(4)		187,500	D	$37.0234	17,723,367	I	See Footnote(1)
Common Stock	11/24/2025		J/K(2)(3)(4)		187,500	D	$37.0234	17,535,867	I	See Footnote(1)
Common Stock	11/25/2025		J/K(2)(3)(4)		187,500	D	$37.0234	17,348,367	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)	11/21/2025		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)	11/24/2025		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)	11/25/2025		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 the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is 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 21, 2025, November 24, 2025, and November 25, 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 20, 2025, November 21, 2025, and November 24, 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 20, 2025, November 21, 2025, and November 24, 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/ William H. Milmoe	11/25/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did CELH report in this Form 4?

The filing reports that a major shareholder of Celsius Holdings, Inc. (CELH), through CD Financial LLC, settled three tranches of a prepaid variable forward sale by delivering shares and receiving cash based on CELH’s stock price.

How many CELH shares were delivered in the reported transactions?

For each of the three tranches settled on November 21, 24, and 25, 2025, CD delivered 187,500 shares of CELH common stock, for a total of 562,500 shares across the three settlements.

What price was associated with the CELH share transfers?

The non-derivative transactions table shows CELH common stock disposed of at a price of $37.0234 per share for each 187,500-share tranche.

How did these transactions affect the insider’s CELH holdings?

Following the reported transactions, the reporting person’s indirect beneficial ownership changed from 17,723,367 CELH shares after the first settlement to 17,535,867 after the second, and to 17,348,367 shares after the third.

What type of derivative contracts were involved in the CELH insider filing?

The derivative positions were variable prepaid forward sale contracts obligating CD to sell CELH shares at settlement. After the three tranche settlements, the number of these derivative securities reported as beneficially owned was 0.

Who is the record holder of the CELH shares in this Form 4?

CD Financial LLC is the record holder of the CELH shares. The reporting person is CD’s manager and a trustee of a revocable trust that owns a 99% beneficial interest in CD, with shared voting and dispositive power over the shares.

How were cash amounts determined in the CELH variable prepaid forward settlements?

The buyer paid cash based on a formula using a Floor Price of $27.7675 and a Cap Price of $37.0234. Because the Settlement Price on each maturity date exceeded the Cap Price, cash was calculated as the Share Number (187,500) multiplied by $9.2559.