Form 4: Celsius Holdings Director Settles Large Forward Sale Contract, Reducing Indirect Stake

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., reported the settlement of a pre-arranged variable prepaid forward sale contract, resulting in the transfer of 900,000 shares of common stock from an entity he controls.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of a Variable Prepaid Forward Sale Contract (VPF).
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• The settlement occurred in three tranches on June 26, 2025, June 27, 2025, and June 30, 2025.
• Each tranche involved the physical delivery of 300,000 shares of CELH common stock, totaling 900,000 shares.
• The shares were transferred from GRAT 1, LLC, an entity where Dean DeSantis has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis.
• The settlement price for each tranche was greater than the Cap Price of $40.1588, resulting in GRAT 1 receiving cash determined by a formula based on the Cap Price and Floor Price ($30.1191).
• Following these transactions, the indirect beneficial ownership of CELH common stock held by GRAT 1, LLC, decreased from 8,700,000 shares to 8,100,000 shares.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant reduction in indirect beneficial ownership by a key insider, even though it's a pre-arranged transaction. While expected, large insider sales can sometimes be perceived as a lack of future confidence, though the cash proceeds are a positive for the selling entity.

Positives

• The settlement of the Variable Prepaid Forward Sale Contract (VPF) was executed as planned, indicating fulfillment of a pre-arranged financial obligation.
• GRAT 1, LLC, the entity controlled by the reporting person, received cash proceeds from the settlement, as the settlement price exceeded the Cap Price of $40.1588.

Negatives

• The transactions resulted in a reduction of 900,000 shares of Celsius Holdings common stock indirectly beneficially owned by Dean DeSantis through GRAT 1, LLC.
• The indirect beneficial ownership decreased from 8,700,000 shares to 8,100,000 shares.

Risks

• A significant reduction in indirect beneficial ownership by a Director and 10% owner could be perceived negatively by the market, potentially signaling a lack of confidence, even if it's a pre-arranged transaction.
• The sale of a large block of shares, even through a forward contract, could put downward pressure on the stock price if the market interprets it as a lack of future growth potential by a key insider.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports on past insider transactions.

Industry Context

This Form 4 filing reports an insider transaction specific to Celsius Holdings, Inc. and does not provide broader industry context or trends. Insider sales, even pre-arranged, are common across industries for various personal financial planning reasons, but their impact is company-specific.

Comparison to Industry Standards

• This document reports a specific insider transaction (settlement of a VPF) by a director and 10% owner of Celsius Holdings, Inc.
• As a Form 4 filing, it does not provide financial results or operational metrics that can be directly compared to industry standards or competitors like PepsiCo (which distributes Celsius products), Monster Beverage, or Red Bull.
• The transaction itself is a standard mechanism for managing equity exposure, and similar pre-arranged sales plans (Rule 10b5-1 plans) are common among executives and large shareholders across publicly traded companies.

Related Party Transactions

• The shares were held by GRAT 1, LLC, an entity where the reporting person, Dean DeSantis, has shared voting and dispositive control as one of the two personal representatives of the Estate of Carl DeSantis. This establishes a related party relationship for the beneficial ownership of the shares.
• The Variable Prepaid Forward Sale Contract itself was entered into with an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders: The reduction in indirect beneficial ownership by a Director and 10% owner could be interpreted by some shareholders as a negative signal, potentially impacting investor sentiment. The sale of a large block of shares, even pre-arranged, could create a perception of reduced insider alignment.

Next Steps

• The document does not explicitly mention any future actions, events, or milestones for the company or the reporting person beyond the completion of these specific VPF settlements.

Key Dates

Keywords

Celsius Holdings, CELH, Dean DeSantis, SEC Form 4, Insider Transaction, Stock Sale, Variable Prepaid Forward, VPF, Beneficial Ownership, Director, 10% Owner, GRAT 1 LLC