Form 4: Celsius Holdings Director Settles $36 Million Forward Sale of Shares

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., settled a pre-arranged variable prepaid forward sale contract, disposing of 900,000 shares of common stock valued at the contract's cap price of $40.1588 per share.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), settled three tranches of a variable prepaid forward sale transaction (VPF) through GRAT 1, LLC.
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• A total of 900,000 shares of CELH common stock were disposed of across three separate transactions on July 23, 2025, July 24, 2025, and July 25, 2025, with 300,000 shares transferred on each date.
• GRAT 1 elected full physical settlement for these tranches.
• The shares were disposed of at a contractual price of $40.1588 per share, which was the Cap Price of the VPF.
• The Settlement Price on the maturity dates (July 22, 2025, July 23, 2025, and July 24, 2025) was greater than the Cap Price of $40.1588.
• As a result, GRAT 1 received a cash payment of $10.0397 per share (Cap Price minus Floor Price of $30.1191) from the buyer for the transferred shares.
• Following these transactions, the indirect beneficial ownership of Dean DeSantis through GRAT 1, LLC, decreased from 3,300,000 shares to 2,700,000 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While it's an insider sale, it's the settlement of a pre-arranged forward contract, not an open market sale driven by new information. The fact that the settlement occurred at the Cap Price is favorable for the seller, but the reduction in insider ownership could be viewed neutrally to slightly negatively by the market.

Positives

• The settlement of the variable prepaid forward sale contract occurred at the Cap Price of $40.1588 per share, indicating that the market price of Celsius Holdings stock was favorable (above the Cap Price) at the time of settlement for the seller.
• The transaction represents the successful execution of a pre-planned liquidity event for the insider, providing a defined cash return based on the contract terms.

Negatives

• The disposition of 900,000 shares by a Director and 10% owner reduces the overall insider beneficial ownership in Celsius Holdings, Inc.

Risks

• A reduction in insider beneficial ownership, even if pre-planned, could be perceived by some investors as a decrease in management's direct alignment with shareholder interests, potentially leading to negative sentiment.

Future Outlook

NA

Industry Context

This filing details a specific insider transaction related to a pre-existing financial contract and does not provide broader insights into industry trends or competitive landscape for the beverage sector.

Stakeholder Impact

• Shareholders: The transaction results in a reduction of indirect beneficial ownership by a significant insider (Director and 10% owner), which could be interpreted as a slight decrease in direct alignment, though it was a pre-planned liquidity event.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this specific filing.

Key Dates

Recommendation

This Form 4 filing details a pre-planned insider transaction (settlement of a forward sale contract) and does not provide new information regarding the company's operational performance, financial health, or strategic direction. While it reduces insider ownership, it's a scheduled event rather than a discretionary sale based on new sentiment. Therefore, it does not warrant a change in investment recommendation based solely on this disclosure; a 'hold' stance is appropriate pending further comprehensive financial reporting.

Keywords

Celsius Holdings, CELH, Dean DeSantis, Insider Transaction, SEC Form 4, Stock Sale, Variable Prepaid Forward Sale, VPF, Beneficial Ownership, Director, 10% Owner