Deborah DeSantis - 19 Dec 2025 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role
10%+ Owner
Signature
/s/ Deborah DeSantis
Issuer symbol
CELH
Transactions as of
19 Dec 2025
Net transactions value
-$13,785,348
Form type
4
Filing time
23 Dec 2025, 18:05:25 UTC
Previous filing
08 Dec 2025
Next filing
29 Dec 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DeSantis Deborah 10%+ Owner 190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH /s/ Deborah DeSantis 23 Dec 2025 0001993244

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELH Common Stock Other $4,475,484 -115,374 -0.78% $38.79 14,602,396 19 Dec 2025 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other $4,654,932 -120,000 -0.82% $38.79 14,482,396 22 Dec 2025 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other $4,654,932 -120,000 -0.83% $38.79 14,362,396 23 Dec 2025 See Footnote F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -115,374 -100% $0.000000 0 19 Dec 2025 Common Stock 115,374 See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -120,000 -100% $0.000000 0 22 Dec 2025 Common Stock 120,000 See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -120,000 -100% $0.000000 0 23 Dec 2025 Common Stock 120,000 See Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares
F2 On December 19, 2025, December 22, 2025, and December 23, 2025, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on January 19, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, CD elected full physical settlement.
F3 In full physical settlement of each of these three tranches, the contract for the VPF obligated (i) CD to deliver to the buyer 115,374 shares (with respect to the December 19, 2025 settlement) and 120,000 shares (with respect to each of the December 22, 2025 and December 23, 2025 settlements) (in each case, adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on December 18, 2025, December 19, 2025, and December 22, 2025), and (ii) the buyer to pay CD 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 $29.0933 (the "Floor Price"), but less than or equal to $38.7911 (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) $9.6978.
F4 On each of December 18, 2025, December 19, 2025, and December 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.