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

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., reported the settlement of a pre-arranged Variable Prepaid Forward Sale Contract, resulting in the disposition of 900,000 common shares through an indirectly held entity.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported transactions related to the settlement of a Variable Prepaid Forward Sale Contract (VPF).
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• The settlement occurred in three tranches on July 1, 2025, July 2, 2025, and July 3, 2025.
• GRAT 1, LLC, an entity in which the Reporting Person has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis, elected full physical settlement for these tranches.
• In each tranche, GRAT 1, LLC delivered 300,000 shares of CELH common stock, totaling 900,000 shares across the three days.
• The buyer paid GRAT 1, LLC cash amounts based on the volume-weighted average price (Settlement Price) of CELH common stock on the maturity date relative to a Floor Price of $30.1191 and a Cap Price of $40.1588.
• For all three tranches, the Settlement Price was greater than the Cap Price, resulting in a cash payment to GRAT 1, LLC of $10.0397 per share for the transferred shares.
• Following these transactions, the indirect beneficial ownership of Celsius Holdings, Inc. common stock by the Estate of Carl DeSantis through GRAT 1, LLC stands at 7,200,000 shares.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of a pre-arranged insider transaction. While large insider sales can sometimes be viewed negatively, this was a settlement of a contract initiated in 2022, not a discretionary sale based on new information, making the sentiment neutral from a company performance perspective.

Positives

• The settlement price for the Variable Prepaid Forward Sale Contract exceeded the Cap Price, resulting in the maximum cash payout of $10.0397 per share for the seller (GRAT 1, LLC) for the transferred shares, indicating a favorable outcome for the seller under the terms of the pre-existing contract.

Negatives

• The disposition of 900,000 shares by a 10% owner and Director, even if pre-arranged, could be perceived negatively by the market, potentially leading to short-term downward pressure on the stock price due to increased supply or concerns about insider sentiment.

Risks

• Market perception risk: The disclosure of a significant insider share disposition, even if pre-scheduled, may lead to negative market sentiment or speculation, potentially impacting the company's share price.
• Liquidity risk: The sale of a large block of shares could temporarily increase the float and potentially affect market liquidity for Celsius Holdings, Inc. common stock.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future operations or financial performance.

Industry Context

This document reports a specific insider transaction and does not provide information related to broader industry trends or competitors within the beverage or energy drink sector.

Comparison to Industry Standards

• Not applicable as this document reports a specific insider transaction, not company operational or financial performance that would typically be benchmarked against industry standards or comparable companies.

Stakeholder Impact

• Shareholders: The disposition of a significant number of shares by a 10% owner could lead to market speculation and potential short-term share price volatility. However, as a pre-arranged contract settlement, it does not necessarily reflect a change in the insider's long-term view of the company.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, stock disposition, prepaid variable forward, VPF, Dean DeSantis, Carl DeSantis, GRAT 1 LLC, 10% owner, director