Form 4: Celsius Holdings Director Sells 900,000 Shares Through Pre-Arranged Forward Contract Settlement

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., reported the sale of 900,000 shares of common stock over three days in June 2025, stemming from the physical settlement of a variable prepaid forward sale contract.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the disposition of 900,000 shares of CELH common stock.
• The sales occurred in three tranches of 300,000 shares each on June 23, 2025, June 24, 2025, and June 25, 2025.
• Each tranche was disposed of at a price of $40.1588 per share.
• These transactions represent the full physical settlement of a Variable Prepaid Forward Sale Contract (VPF) that GRAT 1, LLC, entered into on August 1, 2022, with an unaffiliated third-party buyer.
• GRAT 1, LLC is beneficially owned 100% by the Estate of Carl DeSantis, for which Dean DeSantis is a personal representative with shared voting and dispositive control.
• Following these transactions, the indirect beneficial ownership of Dean DeSantis, through GRAT 1, LLC, decreased from an initial 9,600,000 shares to 9,000,000 shares as reported in the filing.
• The settlement price for each tranche on the maturity dates (June 20, 2025, June 23, 2025, and June 24, 2025) was greater than the Cap Price of $40.1588, leading to the transfer of shares and cash payment to GRAT 1.

Sentiment

Score: 6

Explanation: The document reports the settlement of a pre-arranged Variable Prepaid Forward Sale Contract by a director and 10% owner. While the disposition of a significant number of shares might be viewed with slight caution, the fact that the settlement price was above the Cap Price ($40.1588) indicates strong stock performance for Celsius Holdings, Inc. at the time of settlement, which is a positive indicator. The transaction itself is a planned financial event rather than a discretionary sale based on new information.

Positives

• The settlement price for the Variable Prepaid Forward Sale Contract (VPF) was greater than the Cap Price of $40.1588, indicating strong stock performance for Celsius Holdings, Inc. at the time of settlement.

Negatives

• A significant number of shares (900,000) were disposed of by a Director and 10% owner, which, despite being pre-arranged, represents a reduction in insider ownership and could be perceived negatively by some investors.

Risks

• Insider selling, even if pre-arranged, can sometimes be interpreted by the market as a lack of confidence, potentially leading to negative investor sentiment.
• The reduction in the reporting person's indirect beneficial ownership reduces their direct financial alignment with future stock price appreciation.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The disposition of shares was conducted by GRAT 1, LLC, an entity beneficially owned by the Estate of Carl DeSantis, for which the reporting person, Dean DeSantis, serves as a personal representative with shared voting and dispositive control.

Stakeholder Impact

• Shareholders: The disposition of shares by a significant insider could lead to minor concerns about insider confidence, but the pre-arranged nature and favorable settlement price mitigate this. The reduction in the float could be seen as a minor positive or neutral.

Key Dates

Keywords

Celsius Holdings, CELH, SEC Form 4, Insider Trading, Beneficial Ownership, Stock Sale, Prepaid Forward Contract, Director, 10% Owner, Dean DeSantis, GRAT 1 LLC, Equity Disposition