4/A: Celsius Holdings Director Amends Filing on Significant Share Dispositions from Prepaid Forward Contract

Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc., filed an amended Form 4 to correct details regarding the disposition of 779,391 shares of common stock through the settlement of a variable prepaid forward sale contract.

Summary

• Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), filed an amended Form 4 (Form 4/A) to correct previously reported details regarding share dispositions.
• The amendment clarifies the disposition of 259,797 shares of CELH common stock on each of May 16, 2025, May 19, 2025, and May 20, 2025, totaling 779,391 shares.
• These dispositions were part of the full physical settlement of three tranches of a variable prepaid forward sale transaction (VPF) entered into on July 5, 2022, with an unaffiliated third-party buyer.
• The original Form 4 incorrectly stated 259,800 shares were disposed of per tranche; this amendment corrects the amount to 259,797 shares and updates the corresponding indirect beneficial ownership.
• The settlement price for each tranche was greater than the Cap Price of $26.2379, resulting in the seller (CD Financial LLC, beneficially owned by the Reporting Person) receiving cash equal to the Share Number multiplied by $6.5595 (Cap Price Floor Price).
• The Reporting Person's indirect beneficial ownership of CELH common stock, held through CD Financial LLC, decreased from an initial 21,695,131 shares (before the May 16, 2025 transaction) to 20,655,943 shares following these three transactions.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive for the seller due to the favorable settlement price exceeding the cap. However, it's a disposition of shares by a significant insider, which can be perceived neutrally or slightly negatively by the market, though it was pre-arranged. The filing itself is a routine amendment correcting minor details.

Positives

• The settlement price for the variable prepaid forward sale contract tranches exceeded the Cap Price of $26.2379, indicating a favorable market price for the shares at the time of settlement for the seller.
• The transaction was part of a pre-arranged Rule 10b5-1 plan, indicating a planned disposition rather than a reactive sale.

Negatives

• A significant disposition of 779,391 shares by a director and 10% owner, even if pre-arranged, represents a reduction in insider ownership.

Risks

• No new risks are identified in this amendment; it pertains to the execution of a pre-existing financial instrument.

Future Outlook

This filing is a historical report of a completed transaction and does not contain forward-looking statements or guidance regarding Celsius Holdings' future performance or outlook.

Industry Context

This Form 4/A filing reports an insider transaction related to the settlement of a pre-existing financial instrument. It does not provide information directly related to broader industry trends in the beverage or energy drink sector, nor does it offer insights into Celsius Holdings' competitive positioning beyond the fact of a significant insider holding.

Comparison to Industry Standards

• This document reports an insider transaction and does not contain financial or operational results that can be directly compared to industry benchmarks or specific comparable companies/projects.
• The transaction itself, a variable prepaid forward sale, is a common financial instrument used for planned share dispositions by large shareholders.

Stakeholder Impact

• Shareholders: The disposition of a significant number of shares by a 10% owner and director could be interpreted by some as a reduction in insider confidence, although it was part of a pre-arranged plan.
• The company itself: The transaction does not directly impact Celsius Holdings' operations or financial health, as it is a transaction between a shareholder and a third party.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4/A, SEC filing, insider trading, beneficial ownership, stock disposition, variable prepaid forward, Deborah DeSantis, Carl DeSantis Revocable Trust, CD Financial LLC, Rule 10b5-1