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

Rhea-AI Filing Summary

Celsius Holdings, Inc. (CELH) reported insider activity related to a prepaid variable forward sale contract on its common stock. The filing shows that GRAT 1, LLC, which is 100% beneficially owned by the Estate of Carl DeSantis and over which the reporting person shares voting and dispositive control, settled three tranches of this contract.

On November 18, 19, and 20, 2025, GRAT 1 elected full physical settlement for each tranche, delivering 112,500 shares of CELH common stock per tranche under an obligation to sell. The contract used a floor price of $27.7675 and a cap price of $37.0234; because the volume-weighted average price on each maturity date was above the cap price, the buyer paid cash to GRAT 1 based on 112,500 shares multiplied by $9.2559 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

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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)
11/18/2025

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/ Dean DeSantis	11/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The filing reports that GRAT 1, LLC, which is 100% beneficially owned by the Estate of Carl DeSantis and controlled in part by the reporting person, settled three tranches of a prepaid variable forward sale contract on CELH common stock through full physical settlement.

How many Celsius Holdings (CELH) shares were delivered in the forward sale settlement?

For each of the three tranches, GRAT 1 delivered 112,500 shares of CELH common stock, for a total of three separate settlements of 112,500 shares each.

On what dates were the CELH prepaid variable forward sale tranches settled?

The three tranches were settled on November 18, 2025, November 19, 2025, and November 20, 2025, following tranche maturities on November 17, 18, and 19, 2025.

What were the key price terms of the Celsius (CELH) variable prepaid forward contract?

The contract used a Floor Price of $27.7675 and a Cap Price of $37.0234. If the settlement price exceeded the cap price, the cash paid was based on the share number multiplied by $9.2559.

How was cash paid to GRAT 1 under the CELH forward sale when the price exceeded the cap?

When the settlement price on each maturity date was greater than the cap price of $37.0234, the buyer paid GRAT 1 cash equal to the product of the 112,500-share tranche size and $9.2559.

What is the reporting person’s relationship to Celsius Holdings (CELH)?

The reporting person is indicated as a 10% owner of Celsius Holdings, Inc. and is one of two personal representatives of the Estate of Carl DeSantis, which fully beneficially owns GRAT 1, LLC.

How did the beneficial ownership of CELH shares held indirectly change after these transactions?

The indirect beneficially owned CELH common stock held through GRAT 1 decreased from 1,350,000 shares to 1,125,000 shares over the three settlement dates, as 112,500 shares were delivered in each transaction.