CELH major holder cuts indirect stake via prepaid forward settlement

Rhea-AI Filing Summary

Celsius Holdings (CELH) major shareholder and director-level reporting person Dean DeSantis reported the settlement of three variable prepaid forward sale contracts tied to CELH common stock, held indirectly through GRAT 1, LLC, which is owned by the Estate of Carl DeSantis. On November 21, 24, and 25, 2025, GRAT 1 delivered 112,500 shares of CELH common stock on each date, at a reference cap price of $37.0234 per share, reducing its indirect holdings from 1,012,500 to 787,500 shares. These contracts, originally entered on November 3, 2022, were settled by delivering shares in full physical settlement, while the unaffiliated buyer paid cash to GRAT 1 based on a formula using a floor price of $27.7675, a cap price of $37.0234, and a fixed spread of $9.2559 when the settlement price exceeded the cap.

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)
11/21/2025

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)		112,500	D	$37.0234	1,012,500	I	See Footnote(1)
Common Stock	11/24/2025		J/K(2)(3)(4)		112,500	D	$37.0234	900,000	I	See Footnote(1)
Common Stock	11/25/2025		J/K(2)(3)(4)		112,500	D	$37.0234	787,500	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)	11/21/2025		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)	11/24/2025		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)	11/25/2025		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 21, 2025, November 24, 2025, and November 25, 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 20, 2025, November 21, 2025, and November 24, 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 20, 2025, November 21, 2025, and November 24, 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	11/25/2025
	** Signature of Reporting Person	Date
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FAQ

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

The filing reports that a major shareholder, indirectly through GRAT 1, LLC, settled three variable prepaid forward sale contracts on CELH common stock by delivering shares and receiving cash under pre-agreed terms.

How many Celsius (CELH) shares were delivered in the reported transactions?

GRAT 1 delivered 112,500 shares of CELH common stock in each of three tranches on November 21, 24, and 25, 2025, for a total of 337,500 shares delivered across the settlements.

What was the reporting person’s indirect CELH share ownership after these transactions?

After the reported settlements, the indirect beneficial ownership through GRAT 1 decreased from 1,012,500 CELH shares to 787,500 CELH shares, all reported as indirect holdings.

Who controls the CELH shares involved in the variable prepaid forward contracts?

The shares are held by GRAT 1, LLC, which is one hundred percent beneficially owned by the Estate of Carl DeSantis. The reporting person is one of two personal representatives and shares voting and dispositive control over these shares.

What are the key price terms of the CELH variable prepaid forward sale contracts?

Each contract used a floor price of $27.7675 and a cap price of $37.0234 per CELH share. When the settlement price exceeded the cap, cash paid to GRAT 1 equaled the Share Number (112,500) multiplied by $9.2559.

Were the variable prepaid forward contracts on Celsius (CELH) physically or cash settled?

For the three reported tranches, GRAT 1 elected full physical settlement, meaning CELH shares were delivered to the buyer and cash amounts were paid back to GRAT 1 based on the stated formula.

When did the underlying CELH variable prepaid forward agreement begin and mature?

The variable prepaid forward sale transaction was entered into on November 3, 2022, with the three reported tranches maturing on November 20, 21, and 24, 2025, after which share delivery and cash payments were made.