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

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH) insider Dean DeSantis, as trustee of the Carl DeSantis Revocable Trust with a 99% interest in CD Financial, LLC, reported the settlement of variable prepaid forward sale contracts tied to Celsius common stock. On November 13, 14, and 17, 2025, CD delivered 187,500 shares of common stock in each tranche through full physical settlement. These contracts, originally entered on November 3, 2022, obligated CD to deliver shares after tranche maturities while an unaffiliated buyer paid cash based on a pricing formula using a $27.7675 floor price and a $37.0234 cap price. For each maturity, the settlement price exceeded the cap price, so the buyer paid cash equal to the number of shares multiplied by $9.2559 per share.

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^*

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)		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/ 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.
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FAQ

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

The filing reports that CD Financial, LLC, for which Dean DeSantis is a trustee via the Carl DeSantis Revocable Trust, settled three tranches of a variable prepaid forward sale transaction involving Celsius common stock in November 2025.

How many Celsius (CELH) shares were involved in each prepaid forward tranche?

In full physical settlement of each tranche, the contract obligated CD to deliver 187,500 shares of Celsius common stock (adjusted for stock splits) to the buyer.

What were the key price terms of the Celsius (CELH) variable prepaid forward?

The pricing formula used a $27.7675 floor price and a $37.0234 cap price. If the settlement price exceeded the cap price, the buyer paid CD the product of the share number and $9.2559 per share.

On what dates were the variable prepaid forward tranches on Celsius stock settled?

The tranches matured on November 12, 13, and 14, 2025, and CD elected full physical settlement, with reported share deliveries dated November 13, 14, and 17, 2025.

What determined the cash paid to CD Financial in the Celsius (CELH) forward transaction?

The cash payment depended on the volume-weighted average price of Celsius common stock on each maturity date. Because the settlement price was greater than the $37.0234 cap price on each date, the buyer paid CD cash equal to the share number multiplied by $9.2559.

What is Dean DeSantis’s relationship to the Celsius (CELH) shares in this filing?

Dean DeSantis is a trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD Financial, LLC, the record holder of the reported shares, and he has shared voting and dispositive power over those shares.