Form 4: Celsius Holdings Director and 10% Owner Sells 900,000 Shares Through Pre-Arranged Forward Contract

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., has reported the sale of 900,000 shares of common stock over three days in June 2025, fulfilling obligations under a pre-existing variable prepaid forward sale contract.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the disposal of 900,000 shares of common stock.
• The sales occurred in three tranches of 300,000 shares each on June 17, 2025, June 18, 2025, and June 20, 2025.
• These transactions were conducted as full physical settlements of a Variable Prepaid Forward Sale (VPF) contract entered into on August 1, 2022, with an unaffiliated third-party buyer.
• The shares were held indirectly through GRAT 1, LLC, where the Reporting Person, Dean DeSantis, serves as one of two personal representatives of the Estate of Carl DeSantis, holding 100% beneficial ownership interest in GRAT 1, LLC.
• Following these transactions, the indirect beneficial ownership of common stock by the Reporting Person through GRAT 1, LLC, decreased from 10,500,000 shares to 9,900,000 shares.
• For each tranche, the contract obligated GRAT 1 to deliver 300,000 shares and the buyer to pay cash based on the volume-weighted average price (Settlement Price) of CELH common stock on the maturity date.
• The VPF contract had a Floor Price of $30.1191 and a Cap Price of $40.1588.
• On each maturity date (June 16, 2025, June 17, 2025, and June 18, 2025), the Settlement Price was greater than the Cap Price, resulting in GRAT 1 receiving a cash payment of $10.0397 per share for the transferred shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large insider sale could be seen as negative, this transaction is the pre-arranged settlement of a financial instrument, not a discretionary sale based on new information about the company's performance. It reflects a planned monetization strategy by a significant shareholder.

Negatives

• A significant reduction in indirect beneficial ownership by a Director and 10% owner, even if pre-arranged, could be perceived negatively by some investors as it reduces insider alignment.

Future Outlook

The document reports the settlement of pre-existing financial instruments and does not provide forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future performance or strategic outlook.

Industry Context

This Form 4 filing details an insider transaction, specifically the settlement of a pre-arranged variable prepaid forward sale contract by a significant shareholder. Such transactions are common mechanisms for large shareholders to monetize positions over time in a structured manner, and while they reflect a change in ownership, they do not directly indicate changes in the company's operational performance or broader industry trends.

Stakeholder Impact

• Shareholders: The reduction in indirect beneficial ownership by a Director and 10% owner may lead to market speculation regarding insider confidence, although the transaction was pre-arranged.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, Insider Trading, Stock Sale, Dean DeSantis, Beneficial Ownership, Prepaid Forward Contract, Share Disposal