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

Rhea-AI Filing Summary

Blackstone Mortgage Trust (BXMT) filed a Rule 424(b)(5) prospectus supplement for up to 9,966,682 new Class A shares (≈ $193 million at the 7/29/25 NYSE close of $19.37) to be issued under a Dividend Reinvestment & Direct Stock Purchase Plan (DRIP/DSPP).

Main terms

• Two components: automatic dividend reinvestment and optional cash purchases.
• Cash purchase minimum: $1,000 per month; no stated maximum, but each request requires company pre-approval.
• Company may apply a 0-5 % discount to the purchase price and may set a daily Threshold Price; unsatisfied days trigger refund of unused funds.
• Shares for optional cash are always newly issued; dividend reinvestment shares may be newly issued or open-market, at BXMT’s discretion.
• No brokerage commissions; service fees limited (e.g., $2.50 per cash investment; $15 sale fee).
• Ownership is restricted to ≤ 9.9 % of outstanding shares to protect REIT status; other charter-based transfer limits apply.

Risks & other disclosures

• Participation is voluntary; shares are subject to market risk and are not SIPC/FDIC insured.
• Dilution risk for existing holders as shares are issued below market when discounts are offered.
• BXMT retains discretion to modify discounts, share source, or terminate the plan.
• Participants incur tax on reinvested dividends without receiving cash.

Proceeds are to be used for general corporate purposes (detailed on p. S-27). Plan is administered by Equiniti Trust Company. The filing updates earlier prospectus dated 7/30/25.

Positive

• No brokerage commissions and company-paid fees reduce investor friction.
• Plan may offer up to a 5 % purchase discount, enhancing long-term yield.
• Gradual equity issuance lowers leverage and supports REIT compliance without a large underwritten deal.

Negative

• Dilution risk: nearly 10 m new shares could expand float ≈ 6 %.
• Shares may be issued below market price via discounts, pressuring EPS and NAV.
• Participants incur taxable income on reinvested dividends without cash to cover liability.

Insights

Financial Analyst

TL;DR Neutral capital raise via DRIP; mild dilution but low execution cost and flexible pricing.

BXMT leverages a routine DRIP/DSPP to raise roughly $190 m, bolstering liquidity without underwriter fees. The 0-5 % discount and waiver of brokerage costs make participation attractive to long-term shareholders and may reduce market overhang by absorbing shares gradually. However, issuing nearly 10 m new shares (≈ 6 % of float) is potentially dilutive, especially if priced at a discount. Given BXMT’s REIT status and high payout ratio, incremental equity can moderate leverage and fund new loans, yet the plan’s discretionary nature means proceeds are uncertain and timing is protracted. Overall impact on valuation appears modest; I assign a 0 (neutral) rating.

REIT Specialist

TL;DR DRIP supports REIT compliance and growth; dilution offset by lower leverage.

The offering aligns with REIT best practices, providing steady equity inflows to maintain the ≤ 1.0x debt/asset profile while funding originations. BXMT’s 9.9 % ownership cap safeguards REIT qualification. Optional cash minimums focus on meaningful, administratively efficient inflows. Discount flexibility mirrors peers (NRZ, STWD) and should stimulate participation when shares trade near book. Yet cash investors face threshold-price uncertainty and no interest on pending funds. Plan proceeds are earmarked for “general corporate purposes,” offering management discretion but limited visibility. Net impact is balanced; I also assign a 0 rating.

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)
07/28/2025

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	07/28/2025		S		100,000	D	$47	17,917,770	I	See Footnote(1)
Common Stock	07/29/2025		S		100,000	D	$48	17,817,770	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

Explanation of Responses:

1. The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc., which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

	/s/ Dean DeSantis	07/30/2025
	** 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 is BXMT’s ticker and where is the stock listed?

BXMT’s Class A common stock trades on the NYSE under symbol “BXMT”.

How many shares can be issued under the new DRIP/DSPP?

The prospectus registers 9,966,682 new Class A shares for issuance.

What is the minimum optional cash investment?

Investors may contribute as little as $1,000 per month, pending company approval.

Can I buy shares at a discount?

Yes. BXMT may apply a 0-5 % discount on both dividend reinvestments and optional cash purchases.

Are there brokerage fees when purchasing through the Plan?

No commissions apply to purchases; modest service fees (e.g., $2.50 per cash purchase) are charged by the administrator.

What ownership limit applies to protect REIT status?

No single holder may own more than 9.9 % of BXMT stock, by value or share count.