Form 4: Celsius Holdings Director Settles Pre-Arranged Forward Sale, Disposing of Over Half a Million Shares

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., has settled two tranches of a pre-arranged 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), reported the disposition of 519,594 shares of common stock over two days.
• The transactions occurred on June 3, 2025, and June 4, 2025, with 259,797 shares disposed on each date.
• These dispositions represent the full physical settlement of two tranches of a Variable Prepaid Forward Sale Contract (VPF) that was originally entered into on July 5, 2022, with an unaffiliated third-party buyer.
• The shares were held indirectly through CD Financial LLC, where the Carl DeSantis Revocable Trust holds a 99% beneficial interest, and Dean DeSantis serves as a trustee with shared voting and dispositive power.
• The VPF had a Floor Price of $19.6784 and a Cap Price of $26.2379.
• On both settlement dates (June 2 and June 3, 2025), the volume-weighted average price (Settlement Price) of CELH common stock was greater than the Cap Price.
• As per the VPF terms, CD Financial LLC transferred the shares and received a fixed cash payment of $6.5595 per share (Cap Price minus Floor Price), totaling approximately $3,408,999.92 for both tranches.
• Following these transactions, the indirect beneficial ownership of the reporting person (through the trust/LLC) decreased to 18,317,770 shares.

Sentiment

Score: 6

Explanation: While a large insider sale can be perceived negatively, this transaction was a pre-arranged derivative settlement from 2022, indicating a planned liquidity event rather than a reactive sale based on new negative sentiment. The fact that the company's stock price performed above the VPF's cap price is a positive indicator of its valuation.

Positives

• The transaction was part of a pre-arranged plan (Variable Prepaid Forward Sale Contract entered in 2022), indicating a planned liquidity event rather than a reactive sale to recent market conditions.
• The fact that the settlement price was above the Cap Price ($26.2379) suggests strong performance of Celsius Holdings' stock, triggering the maximum cash payout terms for the seller under the VPF structure.

Negatives

• A significant disposition of 519,594 shares by a Director and 10% owner, even if pre-arranged, can be perceived negatively by the market as it reduces insider ownership.
• The cash proceeds to the seller were capped at $6.5595 per share, meaning the seller did not fully participate in the upside beyond the Cap Price of $26.2379, despite the market price being higher.

Risks

• Potential negative market perception due to a large insider sale, which could put downward pressure on the stock price, despite the pre-arranged nature of the transaction.
• Reduced alignment of interests between the insider and common shareholders due to the decrease in beneficial ownership.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is an insider transaction report.

Industry Context

This filing reflects a planned liquidity event by a significant insider in the beverage industry, specifically in the energy drink sector where Celsius Holdings operates. Such pre-arranged sales are common for long-term shareholders seeking to diversify or realize gains, and do not necessarily indicate a change in the company's operational outlook or industry trends.

Related Party Transactions

• The shares disposed were held indirectly by Dean DeSantis through CD Financial LLC, in which the Carl DeSantis Revocable Trust holds a 99% beneficial interest. Dean DeSantis is a trustee of this trust and has shared voting and dispositive power over the shares. The transaction itself was with an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders: The disposition of a significant number of shares by a 10% owner, even if pre-arranged, could lead to short-term negative market sentiment. However, the pre-planned nature mitigates concerns about immediate insider bearishness. Reduced insider ownership might slightly decrease the perceived alignment of interests between the insider and common shareholders.

Key Dates

Recommendation

Keywords

Celsius Holdings, CELH, Dean DeSantis, Insider Trading, Form 4, SEC Filing, Stock Disposition, Variable Prepaid Forward Sale, VPF, Share Sale, Director Transaction, 10% Owner