Celsius (CELH) director reports variable prepaid forward settlement

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH)November 21, 24, and 25, 2025, GRAT 1 delivered 112,500 CELH common shares on each date, recorded as indirect dispositions. Following these transactions, the insider’s indirect beneficial ownership shown in the filing declined to 787,500 shares. The contracts used a floor price of $27.7675 and a cap price of $37.0234, and on each maturity date the settlement price exceeded the cap, triggering cash payments to GRAT 1 under the formula described.

11/25/2025 - 06:39 PM

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

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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^*

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)
11/21/2025

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/ William H. Milmoe	11/25/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did CELH disclose in this Form 4?

The filing reports that an insider connected to the Estate of Carl DeSantis, with shared control over GRAT 1, LLC, settled three tranches of a prepaid variable forward sale by delivering 112,500 CELH shares on each of November 21, 24, and 25, 2025 as indirect dispositions.

How many Celsius (CELH) shares did the insider dispose of and what is the new indirect holding?

The insider, through GRAT 1, LLC, disposed of 112,500 CELH common shares on each of three dates, and the filing shows indirect beneficial ownership of 787,500 shares after the last reported transaction.

Who is the reporting person in this CELH Form 4 and what is their relationship to the issuer?

The reporting person is a director and 10% owner of Celsius Holdings, Inc. and serves as one of two personal representatives of the Estate of Carl DeSantis, which wholly owns GRAT 1, LLC, the entity holding the CELH shares.

What is the prepaid variable forward sale described in the CELH Form 4?

The filing describes a prepaid variable forward sale contract under which GRAT 1 was obligated to deliver 112,500 CELH shares per tranche at maturity, while the buyer paid cash based on a formula using a floor price of $27.7675, a cap price of $37.0234, and the volume-weighted average price on each maturity date.

When were the CELH prepaid variable forward tranches originally entered into and when did they mature?

The prepaid variable forward sale transaction was entered into on November 3, 2022. The three reported tranches matured on November 20, 2025, November 21, 2025, and November 24, 2025, with share deliveries occurring on the following trading days.

How were the cash payments to GRAT 1 calculated in the CELH forward sale settlement?

For each tranche, if the settlement price exceeded the $27.7675 floor but was at or below the $37.0234 cap, cash equaled the number of shares times the excess over the floor; if the settlement price was above the cap, cash equaled the number of shares times $9.2559. The filing notes that in each case the settlement price was greater than the cap.

Was the CELH insider transaction related to a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) plan, but the excerpt only shows the presence of this option and does not state that the box was checked.