Form 4: Celsius Holdings Director Settles Significant Pre-Arranged Forward Sale Contracts

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., reported the settlement of three tranches of a pre-existing variable prepaid forward sale contract, resulting in the disposition of 779,391 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 Variable Prepaid Forward (VPF) sale transaction.
• The VPF was originally entered into on July 5, 2022, with an unaffiliated third-party buyer.
• On May 27, 2025, May 28, 2025, and May 29, 2025, 259,797 shares of CELH common stock were disposed of on each date, totaling 779,391 shares.
• The shares were transferred by CD Financial LLC (CDF), an entity in which the reporting person, as a trustee of the Carl DeSantis Revocable Trust, holds a 99% beneficial interest.
• The settlement involved full physical delivery of the shares.
• The Settlement Price on each maturity date (May 23, 2025, May 27, 2025, and May 28, 2025) was greater than the Cap Price of $26.2379.
• As a result, CDF received cash payments calculated as the Share Number multiplied by $6.5595 (the difference between the Cap Price of $26.2379 and the Floor Price of $19.6784).
• The estimated total cash received for these three tranches is approximately $5,112,990.65.
• Following these transactions, the indirect beneficial ownership of Dean DeSantis (through CDF) decreased from 19,876,552 shares to 19,356,958 shares.

Sentiment

Score: 6

Explanation: The transaction is a pre-planned settlement of a forward contract, which is less indicative of negative sentiment than an open-market sale. The fact that the settlement price was above the cap price means the seller received the maximum fixed payout under the contract, which is a positive outcome for the seller. However, any large insider disposition can be viewed with some caution by investors.

Positives

• The transaction represents the settlement of a pre-existing, planned contract (entered in July 2022), rather than a new, discretionary open-market sale, which can be viewed as less indicative of a change in insider sentiment.
• The fact that the settlement price exceeded the Cap Price means the seller received the maximum fixed cash payout per share under the terms of the VPF contract, indicating a favorable outcome for the seller based on the stock's performance relative to the contract's parameters.

Negatives

• A significant disposition of shares by a director and 10% owner, totaling 779,391 shares, could be perceived negatively by some investors as a reduction in insider ownership, regardless of the pre-planned nature of the transaction.

Risks

• Potential investor perception risk due to a large insider share disposition, which might lead to speculation about insider confidence, even though it was a pre-planned contract settlement.

Future Outlook

The document does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is a regulatory filing focused on insider ownership changes.

Industry Context

This filing is specific to an insider transaction and does not provide broader industry context. However, Celsius Holdings operates in the competitive energy drink and functional beverage market, which has seen significant growth and innovation.

Comparison to Industry Standards

• This document reports an insider transaction (Form 4) and does not contain financial results or operational metrics that can be directly compared to industry standards or specific comparable companies/projects.
• Insider transactions are typically evaluated based on their nature (e.g., planned vs. unplanned, open market vs. pre-arranged contract) and the overall insider ownership trends within a company and its peers in the beverage industry.

Stakeholder Impact

• Shareholders: The disposition of a significant number of shares by a director and 10% owner could lead to questions about insider confidence, although it was a pre-planned contract settlement.

Next Steps

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

Key Dates

Recommendation

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Share Disposition, Variable Prepaid Forward, VPF, Dean DeSantis, Beneficial Ownership, Energy Drink, Beverage Industry