Form 4: Celsius Director Settles Forward Sale of 225K Shares

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., settled a pre-arranged variable prepaid forward sale contract, disposing of 225,000 shares of common stock.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of a Variable Prepaid Forward Sale (VPF) contract.
• The VPF was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• The filing indicates that GRAT 1, LLC (beneficially owned by the Estate of Carl DeSantis, for which Dean DeSantis is a personal representative) disposed of a total of 225,000 shares of CELH common stock through two reported transactions.
• These transactions occurred on December 5, 2025 (112,500 shares) and December 8, 2025 (112,500 shares).
• Footnotes state that on December 5, 2025, and December 8, 2025, GRAT 1 settled three tranches of the VPF, with each tranche obligating delivery of 112,500 shares.
• The settlement price on both December 4, 2025, and December 5, 2025, was greater than the Cap Price of $37.0234.
• As a result, GRAT 1 received cash payments calculated as the Share Number (112,500 per tranche) multiplied by $9.2559 (Cap Price Floor Price).
• Following these transactions, GRAT 1's indirect beneficial ownership of CELH common stock is 0 shares related to this VPF.

Sentiment

Score: 5

Explanation: Neutral. The transaction is a pre-arranged disposition by an insider's estate, not directly reflecting current company performance or management's view on future prospects. The settlement above the cap price is favorable for the seller.

Positives

• The settlement price for the shares was above the Cap Price of $37.0234, resulting in the maximum cash payout for the seller under the VPF terms.
• The transaction was executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale not based on new material non-public information.

Negatives

• A significant disposition of 225,000 shares by a director and 10% owner, even if pre-arranged, reduces insider ownership.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future performance or strategy. It solely reports a past insider transaction.

Industry Context

This filing reports an insider's pre-arranged stock disposition and does not contain information relevant to broader industry trends or competitive analysis for the beverage or energy drink sector.

Related Party Transactions

• The transaction involves GRAT 1, LLC, which is beneficially owned by the Estate of Carl DeSantis, for which Dean DeSantis (the reporting person, a Director and 10% owner) is a personal representative. This constitutes an indirect related party transaction for the purpose of beneficial ownership reporting.

Stakeholder Impact

• Shareholders: The disposition of 225,000 shares by a significant insider (10% owner and director) could be perceived as a reduction in insider alignment, although its pre-arranged nature (10b5-1 plan) and context as an estate settlement mitigate negative interpretations.

Key Dates

Keywords

Celsius Holdings, CELH, Dean DeSantis, Insider Trading, Form 4, Stock Sale, Variable Prepaid Forward, 10b5-1 Plan, Director Transaction, 10% Owner