Form 4: Celsius Holdings Insider Settles Forward Sale Contract

Dean DeSantis, a 10% owner of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale contract, resulting in the disposition of 337,500 shares of common stock.

Summary

• Dean DeSantis, as one of two personal representatives of the Estate of Carl DeSantis, holds shared voting and dispositive control over shares held by GRAT 1, LLC.
• GRAT 1, LLC settled three tranches of a prepaid variable forward sale transaction (VPF) with an unaffiliated third-party buyer.
• The VPF was originally entered into on November 3, 2022.
• The settlements occurred on December 2, 2025, December 3, 2025, and December 4, 2025.
• Each tranche involved the full physical settlement of 112,500 shares of Celsius Holdings, Inc. (CELH) common stock.
• A total of 337,500 shares were transferred to the buyer across the three tranches.
• The buyer paid GRAT 1, LLC cash based on the Settlement Price relative to a Floor Price of $27.7675 and a Cap Price of $37.0234.
• For all three tranches, the Settlement Price was greater than the Cap Price, resulting in GRAT 1, LLC receiving a cash amount equal to the Share Number multiplied by $9.2559 for each tranche.
• Following these transactions, GRAT 1, LLC's indirect beneficial ownership decreased by 337,500 shares, leaving 225,000 shares indirectly owned.

Sentiment

Score: 6

Explanation: The filing reports the expected settlement of a pre-existing forward sale contract by an entity associated with a 10% owner. The settlement occurred at a price favorable to the seller (above the cap price), reflecting positive performance of the underlying stock at the time of settlement. While it represents a disposition of shares by an insider-related entity, it was a pre-planned event.

Positives

• The settlement prices for all three tranches of the prepaid variable forward sale contract were above the Cap Price of $37.0234, indicating a favorable financial outcome for GRAT 1, LLC from the transaction.

Negatives

• The disposition of 337,500 shares by an entity associated with a 10% owner could be perceived as a reduction in insider exposure to Celsius Holdings, Inc. stock.

Risks

• NA

Future Outlook

NA

Industry Context

NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: A significant disposition of shares by an entity associated with a 10% owner could be interpreted by investors as a reduction in insider confidence or as a pre-planned portfolio rebalancing.

Next Steps

• NA

Key Dates

Recommendation

This Form 4 reports a pre-planned settlement of a forward sale contract by an entity associated with a 10% owner. While it involves a significant disposition of shares, it was an expected event and not a discretionary sale based on new information. The favorable settlement price for the seller (above the cap) reflects positive stock performance at the time of settlement. Without additional context on the company's fundamentals or future prospects, this filing alone does not warrant a change from a 'hold' position, as it primarily reflects a past, structured financial transaction rather than a new strategic or operational development.

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, beneficial ownership, forward sale contract, Dean DeSantis, GRAT 1, stock disposition