Form 4: Celsius Holdings 10% Owner Settles Forward Sale Contracts, Disposing of 900,000 Shares

Dean DeSantis, a 10% owner and director of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale contract, resulting in the disposition of 900,000 shares of common stock for cash.

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 transaction (VPF).
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• On July 7, 2025, July 8, 2025, and July 9, 2025, GRAT 1, LLC (beneficially owned by the Estate of Carl DeSantis, where Dean DeSantis is a personal representative) settled these tranches.
• Each tranche involved the physical delivery of 300,000 shares of CELH common stock, totaling 900,000 shares across the three dates.
• The settlement price for each tranche was greater than the Cap Price of $40.1588.
• As a result, GRAT 1 transferred the shares and received a cash payment calculated as 300,000 shares multiplied by $10.0397, amounting to $3,011,910 per tranche.
• Following these transactions, the indirect beneficial ownership of Dean DeSantis (through GRAT 1, LLC) decreased from 6,900,000 shares to 6,300,000 shares.

Sentiment

Score: 5

Explanation: Neutral. The document reports a pre-arranged insider transaction (settlement of a forward sale contract) which is a planned event and not necessarily indicative of new sentiment towards the company. The shares were disposed of for cash, which is a positive for the seller, but a reduction in insider ownership.

Positives

• The transactions represent a planned settlement of a pre-existing forward sale contract, indicating a structured approach to managing equity positions.
• The settlement price for the shares was above the Cap Price of $40.1588, resulting in a favorable cash payment for the seller (GRAT 1, LLC).

Negatives

• A significant disposition of 900,000 shares by a 10% owner and director could be perceived as a reduction in insider exposure to the company's equity.

Risks

• Potential market perception of insider selling, which could lead to negative sentiment or downward pressure on the stock price, although this was a pre-arranged transaction.

Future Outlook

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

Industry Context

This Form 4 filing details a specific insider transaction and does not provide broader industry context or trends. It reflects a pre-arranged financial instrument settlement by a significant shareholder.

Comparison to Industry Standards

• This document reports a specific insider transaction (settlement of a VPF) and does not contain information that allows for a direct comparison to industry-wide financial performance benchmarks or specific comparable companies/projects.
• Such transactions are common financial instruments used by large shareholders for liquidity or portfolio management.

Stakeholder Impact

• Shareholders: The disposition of 900,000 shares by a significant owner could be viewed as a reduction in insider alignment, potentially influencing market sentiment. However, it was a pre-arranged settlement.

Next Steps

• The document does not specify any future actions or milestones for the company or the reporting person beyond the completion of these specific VPF tranches.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, Insider Trading, Beneficial Ownership, Stock Disposition, Prepaid Variable Forward Sale, VPF, Dean DeSantis, GRAT 1 LLC, Equity Settlement