Form 4: Celsius Holdings Director Settles Forward Sale Contract, Disposing of Over 500,000 Shares

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., reported the settlement of a Variable Prepaid Forward Sale Contract, resulting in the disposition of 519,594 shares of common stock.

Summary

• Dean DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), filed a Form 4 reporting changes in his beneficial ownership.
• The filing details the settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) that was originally entered into on July 5, 2022, with an unaffiliated third-party buyer.
• On May 30, 2025, 259,797 shares of CELH common stock were disposed of through full physical settlement of a VPF tranche.
• On June 2, 2025, an additional 259,797 shares of CELH common stock were disposed of through full physical settlement of two VPF tranches.
• The total number of shares disposed across these transactions is 519,594.
• The shares were held indirectly by the Reporting Person through CD Financial LLC, where the Carl DeSantis Revocable Trust (99% beneficial interest) is the record holder.
• For these settlements, the volume-weighted average price (Settlement Price) on the maturity dates (May 29, 2025, and May 30, 2025) was greater than the Cap Price of $26.2379.
• As a result, CD Financial LLC transferred the shares to the buyer, and the buyer paid CD Financial LLC a cash amount determined by the product of the Share Number (259,797) and $6.5595 (the difference between the Cap Price and the Floor Price of $19.6784).

Sentiment

Score: 5

Explanation: The filing reports the settlement of a pre-existing variable prepaid forward sale contract, which is a routine financial transaction for large shareholders. The settlement price being above the cap price is a positive for the seller, but the disposition of shares by an insider can be viewed neutrally or slightly negatively depending on investor perspective, as it's not a discretionary sale based on new information.

Positives

• The settlement price for the Variable Prepaid Forward Sale Contract tranches was above the Cap Price ($26.2379), indicating a favorable market price for Celsius Holdings shares at the time of settlement for the seller (CD Financial LLC).

Negatives

• The disposition of a significant number of shares (519,594) by a Director and 10% owner, even if pre-arranged, could be perceived by some investors as a reduction in insider exposure, though it is part of a routine financial contract settlement.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Industry Context

This filing is an insider transaction report and does not directly provide insights into broader industry trends or competitive dynamics within the energy drink market. It reflects a pre-arranged financial transaction by a significant shareholder of Celsius Holdings, Inc.

Stakeholder Impact

• Shareholders: The disposition of a significant number of shares by a Director and 10% owner, even as part of a pre-existing contract, may be noted by investors as a change in insider holdings.

Key Dates

Keywords

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