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

Dean DeSantis, a 10% owner and Director of Celsius Holdings, Inc., settled three tranches of a pre-paid variable forward sale contract, resulting in the disposition of 900,000 shares of common stock.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches of a pre-paid variable forward sale transaction (VPF).
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• The settlements occurred on July 18, 2025, July 21, 2025, and July 22, 2025, with each tranche involving the disposition of 300,000 shares of CELH common stock.
• A total of 900,000 shares were disposed of across the three transactions.
• The shares were disposed of at an effective price of $40.1588 per share, which was the Cap Price defined in the VPF agreement.
• The Settlement Price for each tranche (July 17, 2025, July 18, 2025, and July 21, 2025) was greater than the Cap Price of $40.1588.
• As a result, GRAT 1, LLC (beneficially owned by the Estate of Carl DeSantis, for which Dean DeSantis is a personal representative) transferred the shares and received cash payments based on the formula where the Settlement Price exceeded the Cap Price, resulting in a payment of $10.0397 per share for the 300,000 shares in each tranche.
• Following these transactions, Dean DeSantis's indirect beneficial ownership in Celsius Holdings, Inc. decreased from 4,200,000 shares to 3,600,000 shares, held through GRAT 1, LLC.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a significant insider sale could be viewed negatively, it was a pre-planned settlement of a forward contract, not a new discretionary sale. The fact that the stock price exceeded the contract's cap price indicates strong performance for Celsius Holdings, allowing the seller to realize the maximum benefit from the VPF.

Positives

• The settlement of the variable prepaid forward sale contract indicates that Celsius Holdings' stock price performed well, exceeding the Cap Price of $40.1588, allowing the seller to realize the maximum capped benefit from the contract.
• The transactions represent the fulfillment of a pre-existing contractual obligation rather than a new, discretionary sale decision by the insider.

Negatives

• A significant reduction in indirect beneficial ownership by a 10% owner and Director, totaling 900,000 shares, could be perceived by some investors as a decrease in insider alignment, even if pre-planned.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategy, focusing solely on the settlement of a past transaction.

Industry Context

This filing details an insider transaction related to a pre-existing financial instrument, rather than a strategic business update. It does not provide direct insights into broader industry trends or competitive dynamics within the beverage or health and wellness sectors.

Stakeholder Impact

• Shareholders: The disposition of shares by a 10% owner and Director could be interpreted as a reduction in insider alignment, though it was a pre-planned transaction. The strong stock performance implied by the VPF settlement reaching its cap is positive for existing shareholders.

Key Dates

Recommendation

The filing details a pre-planned insider sale through the settlement of a variable prepaid forward contract, not a new discretionary decision to sell. The fact that the stock price exceeded the contract's cap price suggests strong performance for Celsius Holdings. While a reduction in insider ownership can sometimes be a concern, this specific transaction is a fulfillment of a prior agreement. Therefore, it does not present a new bearish signal, nor does it fundamentally alter the investment thesis based on the company's operational performance. Investors should hold and monitor future company developments.

Keywords

Celsius Holdings, CELH, SEC Form 4, Insider Trading, Stock Disposition, Variable Prepaid Forward, VPF, Dean DeSantis, 10% Owner, Director, Equity Settlement