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

Celsius 10% owner cuts stake by 900,000 shares via prepaid forward

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 filing overview (CELH, 14 Jul 2025): 10% owner Dean DeSantis, acting as co-representative of the Estate of Carl DeSantis, reported the physical settlement of three tranches of a prepaid variable forward sale (VPF) originally executed on 1 Aug 2022 by GRAT 1, LLC.

  • Dates settled: 10 Jul 2025, 11 Jul 2025, 14 Jul 2025
  • Shares delivered: 300,000 per tranche, total 900,000 CELH common shares (adjusted for splits)
  • Settlement mechanics: Buyer paid cash based on a formula; because the volume-weighted average price on each maturity date exceeded the Cap Price of $40.1588, GRAT 1 received the maximum per-share cash amount (Cap–Floor spread of $10.0397).
  • Price reference: Cap Price stated as $40.1588; no per-share sale price reported beyond formula disclosure.
  • Post-transaction holdings: Indirect ownership via GRAT 1 fell from 6.0 million to 5.4 million shares.
  • Ownership status: Shares are held indirectly; reporting person maintains shared voting and dispositive power.

The filing documents a planned, derivative-linked disposition by a large insider rather than an open-market sale, but it nonetheless reduces insider exposure by 15%. No new derivative positions were opened; the VPF obligations are now fully settled for these tranches.

Positive

  • None.

Negative

  • None.

Insights

TL;DR – 900k CELH shares delivered under VPF, trimming insider stake to 5.4 M; planned but still a sizeable liquidation.

The estate-controlled GRAT settled three prepaid variable forward tranches, transferring 900,000 shares at the Cap Price threshold. Although the sales were contractually predetermined, they represent a meaningful 15% reduction in the insider’s indirect position. Because the deliveries satisfied existing derivative obligations, the transaction is unlikely to signal a change in the company’s fundamentals, yet it adds 900 k shares of potential float and may weigh on sentiment regarding future insider supply. Net impact is modestly negative given the scale and the insider’s status as a 10% holder.

Insider DeSantis Dean
Role 10% Owner
Type Security Shares Price Value
Other Variable Prepaid Forward Sale Contract (obligation to sell) 300,000 $0.00 --
Other Common Stock 300,000 $40.1588 $12.05M
Other Variable Prepaid Forward Sale Contract (obligation to sell) 300,000 $0.00 --
Other Common Stock 300,000 $40.1588 $12.05M
Other Variable Prepaid Forward Sale Contract (obligation to sell) 300,000 $0.00 --
Other Common Stock 300,000 $40.1588 $12.05M
Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote); Common Stock — 5,400,000 shares (Indirect, See Footnote)
Footnotes (1)
  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.. On July 10, 2025, July 11, 2025, and July 14, 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. 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 9, 2025, July 10, 2025, and July 11, 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. On each of July 9, 2025, July 10, 2025, and July 11, 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.
Form 4 Insider Transactions: What Each Field Means →
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)
07/10/2025
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 07/10/2025 J/K(2)(3)(4) 300,000 D $40.1588 6,000,000 I See Footnote(1)
Common Stock 07/11/2025 J/K(2)(3)(4) 300,000 D $40.1588 5,700,000 I See Footnote(1)
Common Stock 07/14/2025 J/K(2)(3)(4) 300,000 D $40.1588 5,400,000 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) 07/10/2025 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) 07/11/2025 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) 07/14/2025 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 10, 2025, July 11, 2025, and July 14, 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 9, 2025, July 10, 2025, and July 11, 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 9, 2025, July 10, 2025, and July 11, 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 07/14/2025
** 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.
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Source: View Original Filing on SEC EDGAR

FAQ

How many CELH shares did Dean DeSantis dispose of in July 2025?

900,000 common shares were delivered across three tranches settled on 10 Jul, 11 Jul, and 14 Jul 2025.

What was the nature of the insider transaction reported for CELH?

It was the physical settlement of a prepaid variable forward sale contract initially executed on 1 Aug 2022.

At what reference price were the CELH shares settled?

Each tranche settled at the Cap Price of $40.1588 per share pursuant to the VPF formula.

How many CELH shares does the reporting person now beneficially own?

Indirect ownership via GRAT 1 stands at 5.4 million shares after settlement.

Does the Form 4 suggest further derivative obligations?

No. The filing indicates the three reported tranches are fully settled; no new derivative positions were opened.