Form 4: Celsius Director Sells 355K Shares via Prepaid Forward Contract

Celsius Holdings Director Deborah DeSantis settled a pre-arranged variable prepaid forward sale contract, disposing of 355,374 shares of common stock over three days in December 2025.

Summary

• Deborah DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a Variable Prepaid Forward Sale (VPF) contract.
• The VPF, originally entered into on January 19, 2023, involved the physical settlement of 355,374 shares of CELH common stock across three tranches.
• On December 19, 2025, 115,374 shares were delivered.
• On December 22, 2025, 120,000 shares were delivered.
• On December 23, 2025, 120,000 shares were delivered.
• The settlement price for each tranche was greater than the Cap Price of $38.7911, resulting in a cash payment to CD Financial LLC based on the difference between the Cap Price and the Floor Price of $29.0933, multiplied by the number of shares.
• Following these transactions, the indirect beneficial ownership of the reporting person through CD Financial LLC decreased from an initial 14,602,396 shares (before the first settlement) to 14,362,396 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can be perceived negatively, this was a pre-arranged transaction (VPF) initiated almost two years prior, indicating a planned financial strategy rather than a reaction to recent company performance or outlook.

Positives

• The transaction was part of a pre-arranged Variable Prepaid Forward Sale contract, indicating a planned disposition rather than an immediate reaction to market conditions.

Negatives

• A significant disposition of 355,374 shares by a Director and 10% owner could be perceived negatively by some investors, as it reduces insider ownership.

Risks

• Reduced insider ownership might be interpreted by some investors as a lack of confidence, although this was a pre-arranged transaction.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Industry Context

This insider transaction is specific to Celsius Holdings and does not directly relate to broader industry trends or competitors, beyond the general market perception of insider selling.

Stakeholder Impact

• Shareholders might view the reduction in insider ownership as a slight negative, though the pre-arranged nature of the sale mitigates concerns about immediate confidence in the company.

Next Steps

• The reported transactions are completed settlements of a pre-existing contract. No further actions or milestones are mentioned in this filing.

Key Dates

Recommendation

The insider sale was executed as part of a pre-arranged Variable Prepaid Forward Sale contract, which typically indicates a long-term financial planning strategy rather than a reaction to current company performance or a change in outlook. While a reduction in insider ownership is generally not a strong buy signal, the planned nature of this transaction suggests it should not be interpreted as a negative indicator for the company's fundamentals. Investors should hold and monitor future company performance and other insider activity.

Keywords

Celsius Holdings, CELH, Form 4, Insider Sale, Stock Disposition, Deborah DeSantis, Variable Prepaid Forward, Beneficial Ownership