Dean DeSantis - 13 May 2025 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role
10%+ Owner
Signature
/s/ Dean DeSantis
Issuer symbol
CELH
Transactions as of
13 May 2025
Transactions value $
-$20,449,819
Form type
4
Filing time
15 May 2025, 21:54:22 UTC
Previous filing
14 May 2025
Next filing
23 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DeSantis Dean 10%+ Owner 190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH /s/ Dean DeSantis 15 May 2025 0001993010

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELH Common Stock Other -$6.82M -260K -1.16% $26.24 22.2M 13 May 2025 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other -$6.82M -260K -1.17% $26.24 22M 14 May 2025 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other -$6.82M -260K -1.18% $26.24 21.7M 15 May 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 -260K -100% $0.00 0 13 May 2025 Common Stock 260K See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -260K -100% $0.00 0 14 May 2025 Common Stock 260K See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -260K -100% $0.00 0 15 May 2025 Common Stock 260K 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 a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.
F2 On May 13, 2025, May 14, 2025, and May 15, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.
F3 In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595.
F4 On each of May 12-May 14, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.