Form 4: Celsius Holdings Director Settles Large Pre-Arranged Stock Sale, Shares Exceed Cap Price

Dean DeSantis, a Director and 10% Owner of Celsius Holdings, Inc., has settled a significant Variable Prepaid Forward Sale Contract, disposing of 779,391 shares of common stock at a price exceeding the contract's cap.

Summary

• Dean DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a Variable Prepaid Forward Sale Contract (VPF) that was originally entered into on July 5, 2022.
• The VPF involved three tranches, which were settled on May 21, 2025, May 22, 2025, and May 23, 2025.
• Each tranche resulted in the physical delivery of 259,797 shares of CELH common stock, totaling 779,391 shares disposed across the three settlements.
• The shares were held indirectly by Dean DeSantis through CD Financial LLC ('CDF'), an entity in which the Carl DeSantis Revocable Trust holds a 99% beneficial interest.
• The settlement price for each tranche was greater than the Cap Price of $26.2379, leading to a cash payment to CDF calculated as the Share Number multiplied by $6.5595 (the difference between the Cap Price and the Floor Price of $19.6784).
• Following these transactions, the reporting person's indirect beneficial ownership of Celsius Holdings, Inc. common stock is reported as 259,797 shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a large insider sale occurred, it was pre-arranged under a Rule 10b5-1 plan, and the favorable settlement terms (stock price exceeding the cap) indicate strong performance for Celsius Holdings' shares.

Positives

• The settlement price for all three tranches of the Variable Prepaid Forward Sale Contract exceeded the Cap Price of $26.2379, indicating strong market performance for Celsius Holdings, Inc. shares during the settlement period.
• The transaction was executed pursuant to a Rule 10b5-1 plan, which signifies a pre-arranged sale not based on immediate market timing or new information.

Negatives

• The disposition of a significant number of shares (779,391) by a Director and 10% owner, even if pre-arranged, can sometimes be perceived negatively by investors as a reduction in insider ownership.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may note the significant reduction in indirect beneficial ownership by a Director and 10% owner, although the pre-arranged nature of the sale mitigates concerns about immediate market timing.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Stock Sale, Beneficial Ownership, Dean DeSantis, Variable Prepaid Forward, Rule 10b5-1