William H. Milmoe - Jul 23, 2025 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role
10%+ Owner
Signature
/s/ William H. Milmoe
Stock symbol
CELH
Transactions as of
Jul 23, 2025
Transactions value $
-$36,142,920
Form type
4
Date filed
7/25/2025, 05:44 PM
Previous filing
Jul 22, 2025
Next filing
Jul 30, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Milmoe William H. 10%+ Owner 190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH /s/ William H. Milmoe 2025-07-25 0001443194

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELH Common Stock Other -$12M -300K -8.33% $40.16 3.3M Jul 23, 2025 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other -$12M -300K -9.09% $40.16 3M Jul 24, 2025 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other -$12M -300K -10% $40.16 2.7M Jul 25, 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 -300K -100% $0.00 0 Jul 23, 2025 Common Stock 300K See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -300K -100% $0.00 0 Jul 24, 2025 Common Stock 300K See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -300K -100% $0.00 0 Jul 25, 2025 Common Stock 300K 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 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, LLC..
F2 On July 23, 2025, July 24, 2025, and July 25, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 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) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on July 22, 2025, July 23, 2025, and July 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 $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (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) $10.0397.
F4 On each of July 22, 2025, July 23, 2025, and July 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.