William H. Milmoe - 26 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: 26 Nov 2025
Transactions value $: -$8,330,265
Form type: 4
Filing time: 01 Dec 2025, 06:09:16
Previous filing: 25 Nov 2025
Next filing: 04 Dec 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	2025-12-01	0001443194

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CELH	Common Stock	Other	-$4.17M	-113K	-14.29%	$37.02	675K	26 Nov 2025	See Footnote	F1, F2, F3, F4
transaction	CELH	Common Stock	Other	-$4.17M	-113K	-16.67%	$37.02	563K	28 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	26 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	28 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 26, 2025 and November 28, 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 25, 2025 and November 26, 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 25, 2025 and November 26, 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.