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

Rhea-AI Filing Summary

SEC Form 4 for Celsius Holdings (CELH) discloses that Dean DeSantis, a 10 % owner acting through GRAT 1, LLC, physically settled three tranches of a prepaid variable forward sale (VPF) originally executed on 08/01/2022.

• Dates & size: 300,000 shares of common stock were delivered on each of 07/01, 07/02, and 07/03 2025 for a total of 900,000 shares.
• Settlement terms: Each tranche settled at the contract’s cap price of $40.1588 per share, triggering the maximum cash payout formula to GRAT 1.
• Post-transaction ownership: Indirect beneficial holdings declined from 8,100,000 to 7,200,000 shares; no derivative positions remain after settlement.
• Nature of sale: Transactions were coded “J/K,” indicating settlement of a previously established forward contract, not an open-market sale initiated in 2025.

The filing represents a significant transfer of insider shares but was executed under a pre-arranged contract, reducing the informational signal about current insider sentiment.

Positive

• Disposition was executed under a 2022 pre-arranged variable prepaid forward, reducing concerns about opportunistic insider selling.

Negative

• 10 % owner’s indirect stake fell by 900,000 shares (from 8.1 M to 7.2 M), signalling lower insider ownership going forward.

Insights

Securities Analyst

TL;DR Predetermined VPF settlement moves 900 k insider shares; supply impact modest, sentiment signal limited.

Delivering 900,000 shares (≈11 % of the reporting person’s prior stake) is sizeable, yet the transaction stems from a 2022 prepaid forward. Because cash consideration and share delivery terms were locked in, the sale provides little insight into the insider’s present view of CELH’s valuation. From a trading-flow perspective, the shares have already been effectively sold—counterparty hedging likely occurred when the VPF was initiated. Therefore, incremental market pressure should be muted. Overall impact to the investment thesis is neutral, though investors will note the reduction in insider alignment.

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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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^*

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)
07/01/2025

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	07/01/2025		J/K(2)(3)(4)		300,000	D	$40.1588	7,800,000	I	See Footnote(1)
Common Stock	07/02/2025		J/K(2)(3)(4)		300,000	D	$40.1588	7,500,000	I	See Footnote(1)
Common Stock	07/03/2025		J/K(2)(3)(4)		300,000	D	$40.1588	7,200,000	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)	07/01/2025		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)	07/02/2025		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)	07/03/2025		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 July 1, 2025, July 2, 2025, and July 3, 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 30, 2025, July 1, 2025, and July 2, 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 30, 2025, July 1, 2025, and July 2, 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/ William H. Milmoe	07/03/2025
	** Signature of Reporting Person	Date
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FAQ

How many CELH shares did Dean DeSantis dispose of in July 2025?

900,000 shares were delivered in three 300,000-share tranches on 07/01-07/03/2025.

At what price were the CELH shares settled?

Each tranche settled at the VPF’s cap price of $40.1588 per share.

What is Dean DeSantis’s remaining beneficial ownership in CELH?

After settlement, indirect holdings total 7,200,000 shares via GRAT 1, LLC.

What transaction code appears on the Form 4?

The filing uses code “J/K”, indicating settlement of a previously established forward contract.

Why might the market view this insider sale as neutral?

Because the sale was pre-committed in 2022, pricing and hedging were largely reflected earlier, limiting new information content.