Form 4: Celsius Holdings Director Settles Prepaid Forward Sale of 900,000 Shares

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale contract, resulting in the transfer of 900,000 shares of 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 transaction (VPF).
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• The settlements occurred on July 28, 2025, July 29, 2025, and July 30, 2025.
• Each tranche involved the physical delivery of 300,000 shares of CELH common stock, totaling 900,000 shares across the three tranches.
• The shares were held indirectly by GRAT 1, LLC, 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 a cash payment to GRAT 1 based on the difference between the Cap Price and the Floor Price ($10.0397 per share).
• Following these transactions, the indirect beneficial ownership of Dean DeSantis through GRAT 1, LLC decreased from 2,400,000 shares to 1,500,000 shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive for the seller as the transaction was executed at the cap price, indicating a favorable outcome for the pre-arranged sale. However, it represents a reduction in insider ownership, which can be viewed neutrally or slightly negatively by some investors, though it was a planned disposition.

Positives

• The settlement price for the shares was above the Cap Price of $40.1588, indicating a favorable outcome for the seller (GRAT 1, LLC) in terms of the cash received per share.
• The transaction was part of a pre-arranged plan (Rule 10b5-1(c)), indicating a structured and planned disposition rather than a discretionary sale based on immediate market conditions.

Negatives

• A significant reduction in indirect beneficial ownership by a Director and 10% owner, with 900,000 shares transferred out of their indirect holdings.

Future Outlook

The filing reports the completion of pre-arranged share dispositions and does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing details an insider's pre-arranged sale of shares, which is a routine disclosure for publicly traded companies. It does not provide broader industry context or competitive analysis.

Stakeholder Impact

• Shareholders: A reduction in indirect insider ownership, which might be interpreted differently by investors (e.g., planned liquidity vs. reduced insider confidence).

Key Dates

Keywords

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