Form 4: Insider Reduces Stake in Beverage Innovator Through Pre-Arranged Sale

A significant shareholder and director of Celsius Holdings, Inc. completed the pre-arranged sale of 900,000 shares of common stock over three days in July 2025, generating over $9 million.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of a Variable Prepaid Forward Sale (VPF) contract.
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• The settlement occurred in three tranches on July 15, 2025, July 16, 2025, and July 17, 2025.
• For each tranche, 300,000 shares of CELH common stock were delivered, totaling 900,000 shares.
• The shares were indirectly held by GRAT 1, LLC, an entity where the reporting person has shared voting and dispositive control as one of two personal representatives of the Estate of Carl DeSantis.
• The settlement price for each tranche was greater than the Cap Price of $40.1588, resulting in GRAT 1 receiving cash based on the difference between the Cap Price and the Floor Price ($10.0397 per share).
• Total cash proceeds from these three tranches amounted to approximately $9,035,730 (900,000 shares * $10.0397/share).
• Following these transactions, the indirect beneficial ownership of common stock held by GRAT 1, LLC decreased from 5,400,000 shares (prior to the first tranche settlement) to 4,500,000 shares.

Sentiment

Score: 5

Explanation: Neutral. While it is a large insider sale, it was pre-arranged and executed at a favorable price for the seller, indicating a planned liquidity event rather than a reactive divestment due to a negative outlook. The impact on the company's operations or future is not directly implied.

Positives

• The Variable Prepaid Forward Sale contract allowed the seller to realize proceeds based on a favorable price outcome, as the settlement price exceeded the Cap Price of $40.1588.
• The transaction was part of a pre-arranged plan (Rule 10b5-1(c)), indicating a structured approach to liquidity rather than a reactive sale.

Negatives

• A significant reduction in indirect beneficial ownership by a director and 10% owner, totaling 900,000 shares, could be perceived negatively by the market.

Risks

• The reduction in insider ownership might be interpreted by some investors as a decrease in management's conviction or alignment with shareholder interests, potentially impacting investor confidence.

Future Outlook

The document does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on the insider's past transaction.

Industry Context

This Form 4 filing details an insider transaction and does not provide information directly related to broader industry trends or competitive landscape within the functional beverage sector. It reflects a pre-planned liquidity event for a significant shareholder rather than a strategic corporate move.

Stakeholder Impact

• Shareholders: The reduction in insider ownership might be viewed with caution, though the pre-arranged nature mitigates immediate negative interpretations.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Beneficial Ownership, Share Sale, Variable Prepaid Forward, CELH, Celsius Holdings, Director Transaction, 10b5-1 Plan, Equity Disposal