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

Rhea-AI Filing Summary

Kiniksa Pharmaceuticals International, plc (KNSA) has filed a Form 144 to notify the SEC of an intended insider sale.

• Shares to be sold: 64,508 common shares
• Aggregate market value: $1,928,595.68
• Approximate sale date: 07/30/2025
• Broker: Morgan Stanley Smith Barney LLC, New York
• Shares outstanding: 74,107,668

The shares were acquired the same day (07/30/2025) through the exercise of employee stock options under a registered plan and will be sold for cash. No other sales by this insider were reported in the past three months.

The proposed disposition equals roughly 0.09% of total shares outstanding, indicating a modest, routine-sized transaction rather than a large liquidation. The filer attests to having no undisclosed material adverse information and confirms compliance with Rule 10b5-1.

Positive

• None.

Negative

• Insider plans to sell 64,508 shares (~0.09% of 74.1 M outstanding) valued at $1.93 M

Insights

Securities Analyst

TL;DR: Small insider sale (0.09% OS) worth $1.9 M; signals routine diversification, limited fundamental impact.

The Form 144 shows an insider intends to sell 64,508 newly-exercised option shares, worth about $1.93 million, through Morgan Stanley on 07/30/2025. Given 74.1 million shares outstanding, the sale is immaterial to float and does not suggest broad insider pessimism. Lack of prior 3-month sales and same-day option exercise point to liquidity/tax planning rather than a directional bet. Investors typically view such filings as neutral unless accompanied by larger cluster selling. I rate the filing neutral for valuation and trading outlook.

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 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)
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		J/K(2)(3)(4)		300,000	D	$40.1588	2,400,000	I	See Footnote(1)
Common Stock	07/29/2025		J/K(2)(3)(4)		300,000	D	$40.1588	2,100,000	I	See Footnote(1)
Common Stock	07/30/2025		J/K(2)(3)(4)		300,000	D	$40.1588	1,800,000	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)	07/28/2025		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)	07/29/2025		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)	07/30/2025		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 28, 2025, July 29, 2025, and July 30, 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 July 25, 2025, July 28, 2025, and July 29, 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 July 25, 2025, July 28, 2025, and July 29, 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/ Dean 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.
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FAQ

How many KNSA shares are being sold under this Form 144?

64,508 common shares are slated for sale.

What is the aggregate market value of the planned Kiniksa insider sale?

The filing lists an aggregate value of $1,928,595.68.

When is the approximate sale date for the KNSA shares?

The filer indicates an approximate sale date of 07/30/2025.

What percentage of KNSA's outstanding shares does this sale represent?

The 64,508 shares equal roughly 0.09% of the 74,107,668 shares outstanding.

Were there any other insider sales reported in the past three months?

No. The Form 144 states "Nothing to Report" for the prior three-month period.

How were the shares acquired prior to the sale?

They were obtained via option exercises under a registered plan on 07/30/2025 for cash.