Form 4: Celsius Holdings Director Settles Large Prepaid Forward Sale, Reducing Indirect Stake by 900,000 Shares

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., completed the settlement of three tranches of a prepaid variable forward sale contract, resulting in the physical delivery of 900,000 shares of CELH common stock.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches of a prepaid variable forward sale (VPF) transaction.
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• On July 10, 2025, July 11, 2025, and July 14, 2025, GRAT 1, LLC (beneficially owned by the Estate of Carl DeSantis, where Dean DeSantis is a personal representative) physically delivered 300,000 shares of CELH common stock for each tranche, totaling 900,000 shares.
• The shares were delivered as part of a pre-existing contractual obligation, not a new open market sale.
• The cash payment received by GRAT 1 for each tranche was determined by a formula, as the volume-weighted average price on the maturity dates (July 9, 2025, July 10, 2025, July 11, 2025) was greater than the Cap Price of $40.1588. This resulted in a payment of $10.0397 per share for the 300,000 shares in each tranche.
• Following these transactions, the indirect beneficial ownership of Dean DeSantis through GRAT 1, LLC decreased from 6,000,000 shares to 5,400,000 shares.

Sentiment

Score: 5

Explanation: Neutral. The transaction is a pre-arranged settlement of a forward contract, not an open market sale driven by new information. While it reduces insider ownership, it's a planned event.

Positives

• The transaction was part of a pre-arranged contract (Rule 10b5-1(c) plan), indicating a planned divestment rather than an immediate reaction to market conditions.
• The settlement price for the VPF was above the Cap Price, meaning the maximum cash payment per share ($10.0397) was received under the terms of the contract.

Negatives

• Significant reduction in indirect beneficial ownership by a Director and 10% owner (900,000 shares).
• The shares were delivered at a pre-determined price structure, which might be below the market price at the time of delivery if the stock price was significantly above the Cap Price of $40.1588.

Risks

• Potential perception of reduced insider confidence due to the sale of a large block of shares, even if pre-arranged.
• Impact on market sentiment if investors misinterpret the nature of the transaction as an open market sale.

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 past insider transactions.

Management Comments

• The document is a Form 4 filing and does not contain direct quotes or paraphrased statements from company management, other than the signature of the reporting person, Dean DeSantis.

Industry Context

This Form 4 filing reports an insider transaction, which is specific to Celsius Holdings and its director. It does not provide information that directly relates to broader industry trends or competitor activities, other than indicating a significant insider's planned divestment of shares.

Comparison to Industry Standards

• This document reports an insider transaction (settlement of a prepaid variable forward sale contract) and does not contain financial or operational results that can be directly compared to industry standards or specific comparable companies/projects. The transaction itself is a common financial instrument used for planned share divestment.

Stakeholder Impact

• Shareholders: Reduced indirect insider ownership might be perceived negatively by some, but the pre-arranged nature mitigates concerns. The shares were delivered to an unaffiliated third-party, increasing the float.

Next Steps

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

Key Dates

Keywords

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