4/A: Celsius Holdings 10% Owner Amends SEC Filing to Correct Share Disposition Details

Dean DeSantis, a 10% owner and Director of Celsius Holdings, Inc., filed an amended Form 4 to correct the number of shares disposed of through the settlement of a prepaid variable forward sale contract.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), filed an amended Form 4 on May 23, 2025.
• The amendment corrects details regarding the settlement of a Variable Prepaid Forward Sale Contract (VPF) that was originally entered into on July 5, 2022.
• The correction specifically adjusts the number of shares disposed of on May 16, 2025, May 19, 2025, and May 20, 2025, from 259,800 shares to 259,797 shares for each tranche.
• This also corrects the corresponding indirect beneficial ownership reported after each disposition.
• The VPF involved the transfer of CELH common stock at a price determined by the contract's terms, with the settlement price exceeding the Cap Price of $26.2379 for all three tranches.
• The total number of shares disposed across these three tranches is 779,391 (3 * 259,797).
• Following these transactions, the Carl DeSantis Revocable Trust, which holds the shares indirectly for Dean DeSantis, beneficially owns 20,915,740 shares of CELH common stock.

Sentiment

Score: 5

Explanation: The document is a factual amendment to an insider transaction report. The transaction itself (disposition of shares) could be seen as slightly negative, but it was part of a pre-arranged contract from 2022, mitigating immediate negative sentiment. The amendment itself is a neutral act of compliance.

Positives

• The filing demonstrates adherence to SEC reporting requirements by correcting previously filed information, enhancing transparency.
• The disposition was part of a pre-arranged Variable Prepaid Forward Sale Contract (VPF) entered into in July 2022, indicating a planned transaction rather than a new, immediate decision to sell.

Negatives

• A significant number of shares (779,391) were disposed of by a 10% owner, which could be perceived negatively by some investors, even if pre-arranged.

Risks

• Large insider sales, even if pre-scheduled, can sometimes lead to negative market sentiment or speculation about future company performance.

Future Outlook

The document does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports on past insider transactions.

Industry Context

This filing is specific to an insider transaction at Celsius Holdings, Inc. and does not provide broader industry context or trends. It reflects a pre-arranged financial instrument settlement by a significant shareholder in the beverage industry.

Stakeholder Impact

• Shareholders: The disposition of a significant number of shares by a 10% owner could potentially influence market perception, although the pre-arranged nature of the sale lessens the immediate impact.

Key Dates

Recommendation

Keywords

Celsius Holdings, CELH, SEC Form 4/A, Insider Trading, Beneficial Ownership, Dean DeSantis, Variable Prepaid Forward, Stock Disposition, Corporate Governance, Financial Reporting