Form 4: Celsius Director's Entity Enters $372M Forward Sale Contract

An entity associated with Celsius Holdings Director Deborah DeSantis has entered into a variable prepaid forward contract involving up to 7.9 million shares of Celsius common stock for a cash payment of over $372 million.

Summary

• Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc., reported a transaction involving an entity she is associated with.
• CD Financial, LLC ("CD"), where Ms. DeSantis is a trustee of the Carl DeSantis Revocable Trust (99% beneficial interest), entered into a variable prepaid forward contract with Citigroup Global Markets Inc.
• The contract, dated August 7, 2025, obligates CD to deliver up to 7,900,000 shares of Celsius common stock (or equivalent cash) at maturity.
• CD received a cash payment of $372,347,277.72 on September 9, 2025, in exchange for this obligation.
• 7,900,000 shares of Celsius common stock were pledged to secure the obligations, with CD retaining dividend and voting rights during the pledge term.
• The contract matures in 15 approximately equal components from September 7, 2027, to September 27, 2027.
• The number of shares to be delivered at maturity depends on the volume-weighted average price of Celsius common stock relative to a Floor Price of $48.4239 and a Cap Price of $64.5652.
• CD has options for net-settlement with cash or shares, or full settlement with 100% of pledged shares for a variable cash payment.

Sentiment

Score: 6

Explanation: The transaction provides significant liquidity to a major insider while retaining some upside potential and voting rights. It's a neutral event for the company's operations but could be perceived as a slight negative due to the potential future share delivery, though it's a common financial strategy for large shareholders.

Positives

• CD Financial, LLC received a significant upfront cash payment of $372,347,277.72, providing immediate liquidity.
• CD retains dividend and voting rights for the pledged shares during the term of the pledge, allowing continued participation in company governance and income.
• The variable prepaid forward contract structure allows CD to monetize a portion of its Celsius holdings while potentially retaining some upside exposure up to the Cap Price.

Negatives

• The transaction involves a future obligation to deliver up to 7,900,000 shares of Celsius common stock, which could dilute CD's ownership stake or require a cash settlement.
• The pledged shares are subject to the terms of the contract, limiting full control over these specific shares until maturity.
• The ultimate number of shares delivered or cash equivalent received by CD is dependent on future stock price performance, introducing market risk.

Risks

• Market Price Volatility: The number of shares to be delivered or the cash equivalent at maturity is dependent on the future market price of Celsius common stock, exposing CD to market price fluctuations.
• Dilution Risk: If CD settles the contract by delivering shares, it will reduce its direct ownership percentage in Celsius Holdings, Inc.

Future Outlook

The contract establishes a future obligation for CD Financial, LLC to deliver up to 7,900,000 shares of Celsius common stock between September 7, 2027, and September 27, 2027, with the exact number of shares or cash equivalent dependent on Celsius's stock price performance relative to specified floor and cap prices.

Industry Context

Variable prepaid forward contracts are a common financial instrument used by large shareholders to monetize a portion of their holdings, gain liquidity, and hedge against potential stock price declines, while often retaining voting rights and some upside potential. This transaction reflects a strategic financial move by a significant insider rather than a direct operational or strategic update for Celsius Holdings, Inc.

Stakeholder Impact

• Shareholders: Potential for future dilution if CD Financial, LLC settles the contract with shares, which could slightly increase the float. The transaction itself does not directly impact company operations or financial performance.
• Reporting Person/CD Financial, LLC: Receives substantial immediate liquidity while retaining voting and dividend rights for a period, but faces future obligation and market price risk.

Next Steps

• CD Financial, LLC will deliver shares or cash equivalent to Citigroup Global Markets Inc. in 15 components between September 7, 2027, and September 27, 2027, based on the contract terms.

Key Dates

Recommendation

This Form 4 reports a significant insider transaction where a director's affiliated entity monetized a large block of shares through a variable prepaid forward contract. While it provides liquidity to the insider and retains some upside potential, it introduces future share delivery obligations. This is a financial engineering move by a major shareholder, not an direct operational update for Celsius Holdings. The company's fundamentals remain unchanged by this specific filing. Investors should 'hold' as the transaction itself doesn't fundamentally alter the investment thesis for Celsius, but it's a notable event for a large shareholder.

Keywords

Celsius Holdings, CELH, Deborah DeSantis, Form 4, SEC Filing, Beneficial Ownership, Variable Prepaid Forward Contract, Equity Financing, Stock Pledge, Insider Transaction, Director Transaction, Citigroup Global Markets