William H. Milmoe - 18 Nov 2025 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role
10%+ Owner
Signature
/s/ William H. Milmoe
Issuer symbol
CELH
Transactions as of
18 Nov 2025
Transactions value $
-$12,495,398
Form type
4
Filing time
20 Nov 2025, 20:50:18 UTC
Previous filing
17 Nov 2025
Next filing
25 Nov 2025

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 20 Nov 2025 0001443194

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELH Common Stock Other -$4.17M -113K -7.69% $37.02 1.35M 18 Nov 2025 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other -$4.17M -113K -8.33% $37.02 1.24M 19 Nov 2025 See Footnote F1, F2, F3, F4
transaction CELH Common Stock Other -$4.17M -113K -9.09% $37.02 1.13M 20 Nov 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 -113K -100% $0.00 0 18 Nov 2025 Common Stock 113K See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -113K -100% $0.00 0 19 Nov 2025 Common Stock 113K See Footnote F1, F2, F3, F4
transaction CELH Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -113K -100% $0.00 0 20 Nov 2025 Common Stock 113K 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.
F2 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.
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 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.
F4 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.