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

Celsius Holdings Director Dean DeSantis settled two tranches of a prepaid variable forward sale contract, resulting in the disposition of 225,000 shares of common stock held indirectly through GRAT 1, LLC.

Summary

• Dean DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported changes in beneficial ownership related to the settlement of a prepaid variable forward sale contract (VPF).
• The VPF was originally entered into on November 3, 2022, with an unaffiliated third-party buyer, and these transactions represent the full physical settlement of two tranches.
• On November 26, 2025, 112,500 shares of CELH common stock were disposed of. Following this transaction, the indirect beneficial ownership was 675,000 shares.
• On November 28, 2025, an additional 112,500 shares of CELH common stock were disposed of. Following this transaction, the indirect beneficial ownership was 562,500 shares.
• The total number of shares disposed of across these two reported transactions is 225,000.
• These shares were held indirectly by GRAT 1, LLC, an entity where the Reporting Person has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis.
• For both settlements, the volume-weighted average price (Settlement Price) on the maturity dates (November 25, 2025, and November 26, 2025) was greater than the Cap Price of $37.0234.
• Accordingly, GRAT 1 transferred the shares to the buyer and received a cash payment calculated as the Share Number (112,500) multiplied by $9.2559.

Sentiment

Score: 5

Explanation: The filing reports a pre-arranged insider transaction (settlement of a forward sale contract) which is generally neutral in sentiment. While it represents a reduction in indirect ownership, it's a planned event rather than a discretionary sale based on new information.

Positives

• The transactions represent the settlement of a pre-arranged contract (VPF), indicating a planned disposition rather than an immediate reaction to market conditions.
• The settlement price was above the Cap Price, suggesting a favorable outcome for the seller based on the VPF terms, resulting in a cash payment of $9.2559 per share for the disposed shares.

Negatives

• A significant reduction in indirect beneficial ownership by a Director and 10% owner, totaling 225,000 shares, which decreases the insider's overall stake in the company.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing reports an insider transaction related to a pre-existing financial contract and does not provide information relevant to broader industry trends or competitive landscape analysis.

Related Party Transactions

• Dean DeSantis, a Director and 10% Owner, reported transactions involving shares held indirectly by GRAT 1, LLC. The Reporting Person has shared voting and dispositive control over these shares as a personal representative of the Estate of Carl DeSantis, which holds 100% beneficial ownership in GRAT 1, LLC. The transactions involved the settlement of a Variable Prepaid Forward Sale Contract with an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders: The disposition of 225,000 shares by a significant insider could slightly increase the public float. However, as a pre-arranged settlement of a long-standing contract, it is unlikely to signal a change in management's confidence or strategy. The immediate impact on share price is likely minimal given the planned nature of the transaction.

Key Dates

Keywords

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