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

Rhea-AI Filing Summary

Celsius Holdings (CELH) reported an insider transaction involving a variable prepaid forward sale by GRAT 1, LLC, which is controlled by the Estate of Carl DeSantis. On November 13, 14, and 17, 2025, GRAT 1 completed three tranches, each tied to 112,500 shares of Celsius common stock, and elected full physical settlement. For each tranche, GRAT 1 delivered 112,500 shares to an unaffiliated buyer and received cash based on a formula using a floor price of $27.7675 and a cap price of $37.0234 per share. Because the volume-weighted average price on each maturity date was above the cap, cash paid to GRAT 1 was calculated using the fixed spread of $9.2559 per share. After these transactions, the reporting person continued to hold a significant indirect position through GRAT 1.

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^*

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)
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)		112,500	D	$37.0234	1,687,500	I	See Footnote(1)
Common Stock	11/14/2025		J/K(2)(3)(4)		112,500	D	$37.0234	1,575,000	I	See Footnote(1)
Common Stock	11/17/2025		J/K(2)(3)(4)		112,500	D	$37.0234	1,462,500	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)			112,500	(2)(3)(4)	(2)(3)(4)	Common Stock	112,500	$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)			112,500	(2)(3)(4)	(2)(3)(4)	Common Stock	112,500	$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)			112,500	(2)(3)(4)	(2)(3)(4)	Common Stock	112,500	$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.

2. On November 13, 2025, November 14, 2025, and November 17, 2025, GRAT 1 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, 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 112,500 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 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 $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, 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	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Celsius (CELH) disclose in this Form 4?

The report describes the settlement of three tranches of a variable prepaid forward sale by GRAT 1, LLC involving Celsius Holdings (CELH) common stock, with the insider reporting indirect ownership through GRAT 1.

How many Celsius (CELH) shares were tied to each forward sale tranche?

Each of the three tranches obligated GRAT 1 to deliver 112,500 shares of Celsius common stock in full physical settlement following the maturity of that tranche.

On what dates were the Celsius (CELH) forward sale tranches settled?

The tranches tied to Celsius stock were settled on November 13, 2025, November 14, 2025, and November 17, 2025, following tranche maturities on the prior trading days.

What price terms governed the Celsius (CELH) variable prepaid forward sale?

The cash due to GRAT 1 was based on a floor price of $27.7675 and a cap price of $37.0234 per share. When the settlement price exceeded the cap, the payment was calculated using a fixed spread of $9.2559 per share.

How was the cash paid to GRAT 1 for the Celsius (CELH) shares determined?

The buyer paid GRAT 1 cash equal to the 112,500-share tranche size multiplied by either the excess of the settlement price over $27.7675 (up to $37.0234) or, when above the cap, by $9.2559 per share.

What is the reporting person’s relationship to the Celsius (CELH) shareholding entity?

The reporting person is a personal representative of the Estate of Carl DeSantis, which holds a 100% beneficial ownership interest in GRAT 1, LLC, and therefore shares voting and dispositive control over the Celsius shares held by GRAT 1.