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

Rhea-AI Filing Summary

Celsius Holdings (CELH) insider activity centers on a structured share sale. A reporting person linked to the Estate of Carl DeSantis, which fully owns GRAT 1, LLC, reported indirect sales of common stock tied to a prepaid variable forward sale agreement.

On November 18, 19, and 20, 2025, GRAT 1 delivered 112,500 CELH shares on each date, reducing its indirect beneficial holdings to 1,125,000 shares. These deliveries settled three tranches of a variable prepaid forward contract entered in November 2022 with an unaffiliated buyer.

The contract used a pricing formula based on the volume-weighted average price of CELH stock versus a floor price of $27.7675 and a cap price of $37.0234. On each maturity date, the settlement price exceeded the cap, so GRAT 1 delivered shares and received cash amounts calculated at $9.2559 per share times 112,500 shares for each tranche.

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)
11/18/2025

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	11/18/2025		J/K(2)(3)(4)		112,500	D	$37.0234	1,350,000	I	See Footnote(1)
Common Stock	11/19/2025		J/K(2)(3)(4)		112,500	D	$37.0234	1,237,500	I	See Footnote(1)
Common Stock	11/20/2025		J/K(2)(3)(4)		112,500	D	$37.0234	1,125,000	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)	11/18/2025		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)	11/19/2025		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)	11/20/2025		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 18, 2025, November 19, 2025, and November 20, 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 17, 2025, November 18, 2025, and November 19, 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 17, 2025, November 18, 2025, and November 19, 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	11/20/2025
	** 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 Holdings (CELH) report in this Form 4?

The report shows that an insider associated with the Estate of Carl DeSantis, through GRAT 1, LLC, settled three tranches of a prepaid variable forward sale by delivering CELH shares and receiving cash based on a pre-set pricing formula.

How many Celsius (CELH) shares were delivered under the variable prepaid forward sale?

GRAT 1 delivered 112,500 CELH common shares on each of November 18, 19, and 20, 2025, for a total of 337,500 shares across the three tranches.

What was GRAT 1 LLCs indirect beneficial ownership in CELH after these transactions?

After the three settlements, GRAT 1s indirect beneficial ownership reported for the insider decreased from 1,350,000 CELH shares to 1,125,000 shares.

How was the cash payment to GRAT 1 calculated in the Celsius (CELH) forward sale?

For each tranche, if the settlement price was above the $37.0234 cap, the buyer paid cash equal to 112,500 shares multiplied by $9.2559, as specified in the contract.

What floor and cap prices applied to the Celsius (CELH) variable prepaid forward contract?

The contract used a floor price of $27.7675 and a cap price of $37.0234 per CELH share to determine the cash amount due to GRAT 1 at settlement.

Who controls the CELH shares held by GRAT 1, LLC?

The reporting person is one of two personal representatives of the Estate of Carl DeSantis, which owns 100% of GRAT 1, LLC, and therefore shares voting and dispositive control over GRAT 1s CELH shares.