Form 4: Celsius Director Plans Sale of 100,000 Shares

A director and 10% owner of Celsius Holdings, Deborah DeSantis, has filed a Form 4 indicating a pre-planned sale of 100,000 common shares at $47.50 per share, effective July 31, 2025.

Summary

• Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported a planned disposition of common stock.
• The transaction involves the sale of 100,000 shares at a price of $47.50 per share.
• The transaction date for the planned sale is July 31, 2025.
• The sale is being made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged transaction.
• Following this transaction, the reporting person will indirectly beneficially own 17,717,770 shares of Celsius Holdings common stock.
• The indirect ownership is through the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CDF, the record holder of the shares.
• The reporting person has shared voting and dispositive power over these indirectly held shares.

Sentiment

Score: 6

Explanation: The sale by a director and 10% owner is generally a slight negative signal. However, the fact that it's a pre-planned Rule 10b5-1 transaction and the insider retains a very substantial holding mitigates much of the negative sentiment, making it closer to neutral/slightly positive due to transparency.

Positives

• The sale is part of a pre-arranged Rule 10b5-1 plan, which suggests the transaction is not based on new, non-public negative information.
• The reporting person retains a very substantial indirect beneficial ownership of 17,717,770 shares, indicating continued significant alignment with the company's long-term performance.

Negatives

• A director and 10% owner selling shares, even if pre-planned, can sometimes be perceived negatively by the market as it reduces insider ownership.

Risks

• Potential negative market perception due to an insider sale, which could lead to short-term stock price volatility.

Future Outlook

NA

Industry Context

This filing is specific to insider transactions and does not directly relate to broader industry trends, though Celsius operates in the competitive energy drink market. Insider sales are common across all industries.

Related Party Transactions

• The shares are indirectly owned through the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CDF, the record holder of the shares. This indicates a transaction involving a trust associated with a key insider.

Stakeholder Impact

• Shareholders may interpret the insider sale as a slight negative signal, though the Rule 10b5-1 plan and large remaining holding should temper concerns. Could lead to minor short-term price fluctuations.

Next Steps

• The planned sale of 100,000 shares is scheduled for July 31, 2025.

Key Dates

Recommendation

While an insider sale by a director and 10% owner could be a negative signal, this transaction is part of a pre-arranged Rule 10b5-1 plan, which suggests it's not based on new, adverse information. Furthermore, the reporting person retains a very substantial indirect beneficial ownership of over 17.7 million shares, indicating continued alignment with the company's long-term success. The sale represents a small fraction of the total beneficial ownership. Therefore, the filing does not present a strong reason to change an existing position, warranting a 'hold' recommendation.

Keywords

Celsius Holdings, CELH, Insider Trading, Form 4, Stock Sale, Director, 10% Owner, Rule 10b5-1, Deborah DeSantis, Beverage Industry