Form 4: Director DeSantis Reduces CELH Stake via Forward Sale

Celsius Holdings Director Dean DeSantis reported the settlement of a prepaid variable forward sale contract, resulting in the disposition of 337,500 shares of common stock.

Summary

• Dean DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a Variable Prepaid Forward Sale Contract (VPF).
• The VPF was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• GRAT 1, LLC, an entity in which the Reporting Person has shared voting and dispositive control, settled three tranches of the VPF on November 21, 2025, November 24, 2025, and November 25, 2025.
• For each of these three tranches, GRAT 1 elected full physical settlement, delivering 112,500 shares of CELH common stock per tranche, totaling 337,500 shares.
• The settlement price on each maturity date (November 20, 2025, November 21, 2025, and November 24, 2025) was greater than the Cap Price of $37.0234.
• Accordingly, GRAT 1 transferred the shares and received cash payments determined by the formula, which resulted in a payment of $9.2559 per share from the buyer.
• Following these transactions, the indirect beneficial ownership of common stock by the Reporting Person decreased from 1,012,500 shares to 787,500 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing reports a pre-arranged insider transaction, which is a planned liquidity event for the individual rather than a reflection of the company's current performance or a new strategic decision.

Positives

• The transaction was executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged and systematic disposition rather than a sudden decision to sell.
• The settlement price for the shares was above the Cap Price of $37.0234, resulting in a favorable cash payment of $9.2559 per share for GRAT 1, LLC.

Negatives

• A significant reduction in indirect beneficial ownership by a director and 10% owner (337,500 shares) could be perceived negatively by some investors, potentially signaling a decrease in insider confidence, despite being a pre-arranged transaction.

Risks

• The reduction in insider ownership, even if planned, could lead to market speculation regarding the director's long-term view of the company's prospects.

Future Outlook

This filing reports past transactions and does not provide specific forward-looking statements or guidance regarding Celsius Holdings, Inc.'s operational or financial performance.

Industry Context

This filing details an insider's pre-arranged stock disposition and does not directly reflect broader industry trends or competitive dynamics. It is a specific financial event for a key stakeholder.

Related Party Transactions

• The shares were held by GRAT 1, LLC, an entity in which the Reporting Person, Dean DeSantis, has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis. The disposition of shares from GRAT 1, LLC, is considered a related party transaction in the context of the Reporting Person's beneficial ownership.

Stakeholder Impact

• Shareholders: The reduction in indirect beneficial ownership by a director and 10% owner could lead to minor market sentiment shifts, though the pre-arranged nature of the sale mitigates concerns about immediate loss of confidence.

Key Dates

Recommendation

The filing details a pre-arranged settlement of a variable prepaid forward sale contract by a director and 10% owner. This is a planned liquidity event for the insider and does not reflect a change in the company's operational performance or future prospects. While the disposition of a significant number of shares by an insider can sometimes influence market sentiment, the pre-arranged nature of the transaction suggests it is not based on new, adverse information about the company. Therefore, a 'hold' recommendation is appropriate, pending further analysis of the company's fundamentals and broader market conditions.

Keywords

Celsius Holdings, CELH, Dean DeSantis, Form 4, Insider Transaction, Stock Sale, Beneficial Ownership, Variable Prepaid Forward, Rule 10b5-1