Form 4: Celsius Director Settles Forward Sale, Reduces Indirect Stake

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale contract, reducing his indirect beneficial ownership.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches of a prepaid variable forward sale (VPF) transaction.
• The VPF was originally entered into on November 3, 2022, by GRAT 1, LLC, an entity in which DeSantis has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis.
• The settlements occurred on November 13, 2025, November 14, 2025, and November 17, 2025.
• Each tranche involved the physical delivery of 112,500 shares of CELH common stock to an unaffiliated third-party buyer, totaling 337,500 shares disposed.
• Following the final reported transaction on November 17, 2025, DeSantis's indirect beneficial ownership in CELH common stock through GRAT 1, LLC stands at 1,462,500 shares.
• The settlement price for each tranche's maturity date (November 12, 13, and 14, 2025) was greater than the Cap Price of $37.0234.
• As a result, GRAT 1 transferred the shares and received cash payments determined by a formula where the buyer paid the product of the share number (112,500) and $9.2559 (Cap Price minus Floor Price of $27.7675).

Sentiment

Score: 5

Explanation: Neutral. This is a pre-planned insider transaction (settlement of a derivative contract) and does not reflect new information about the company's operational performance or future prospects. While it reduces insider ownership, it was part of a long-standing agreement.

Positives

• The settlement of the Variable Prepaid Forward Sale Contract (VPF) indicates a pre-planned transaction, potentially reducing future uncertainty regarding large block sales.
• The settlement price for each tranche was above the Cap Price of $37.0234, suggesting a favorable market price for the shares at the time of settlement for the seller (GRAT 1).

Negatives

• A significant reduction in indirect beneficial ownership by a Director and 10% owner (337,500 shares) could be perceived negatively by some investors, as it represents a decrease in insider exposure to the company's equity.

Risks

• The disposition of a substantial number of shares by a significant insider could potentially put downward pressure on the stock price if not absorbed smoothly by the market, although this was a pre-planned transaction.
• A reduction in insider ownership might be interpreted by some as a lack of confidence, even if it is part of a long-term financial planning strategy.

Future Outlook

The filing details past transactions related to a pre-existing Variable Prepaid Forward Sale Contract and does not provide explicit forward-looking statements or guidance regarding the company's future performance or strategic direction. It only reports the settlement of a derivative contract.

Industry Context

This Form 4 filing is a routine insider transaction report and does not directly relate to broader industry trends or competitive landscape. It reflects an individual insider's pre-planned financial management strategy rather than a corporate strategic move. The beverage industry, where Celsius operates, continues to see strong growth in functional beverages, but this filing does not offer insights into Celsius's competitive position or market share.

Comparison to Industry Standards

• This filing reports an insider's disposition of shares via a pre-arranged derivative contract. Such transactions are common for high-net-worth individuals for estate planning or diversification purposes.
• There are no specific industry benchmarks for individual insider trading activities, as they are unique to each executive's personal financial situation.
• The use of a Variable Prepaid Forward Sale Contract is a sophisticated financial instrument often employed by large shareholders to monetize a portion of their holdings while retaining some upside potential and deferring capital gains, similar to practices seen among executives in other growth-oriented companies like Monster Beverage (MNST) or Zevia PBC (ZVIA) for personal financial planning and diversification.

Related Party Transactions

• The reported transactions involve GRAT 1, LLC, an entity in which the Reporting Person, Dean DeSantis, has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis. GRAT 1, LLC settled a Variable Prepaid Forward Sale Contract with an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders: May observe a reduction in insider ownership, which could be interpreted differently depending on individual investment philosophies. The pre-planned nature of the transaction might mitigate concerns.
• Employees, Customers, Suppliers, Creditors: No direct impact from this insider transaction.

Next Steps

• The filing reports completed transactions. No specific future actions or milestones for the company are mentioned. The reporting person's indirect beneficial ownership has been updated following these settlements.

Key Dates

Recommendation

This Form 4 filing details the settlement of a pre-existing Variable Prepaid Forward Sale Contract by a Director and 10% owner. While it results in a reduction of indirect insider ownership, the transaction was pre-planned in 2022 and executed according to its terms. It does not provide new information regarding Celsius Holdings' operational performance, financial health, or strategic outlook. Therefore, it does not warrant a change in investment recommendation based solely on this filing. Investors should continue to hold and evaluate the company based on its core business fundamentals and future earnings reports.

Keywords

Celsius Holdings, CELH, Dean DeSantis, Form 4, Insider Transaction, Beneficial Ownership, Stock Sale, Variable Prepaid Forward, Equity Disposition, Director Transaction