Form 4: Celsius Director Sells 360,000 Shares via Forward Contract

Celsius Holdings Director Deborah DeSantis settled a prepaid variable forward sale transaction, resulting in the disposal of 360,000 shares of common stock over three days in early 2026.

Summary

• Deborah DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a prepaid variable forward sale transaction (VPF).
• The VPF was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• The settlement occurred in three tranches on January 5, 2026, January 6, 2026, and January 7, 2026.
• Each tranche involved the physical delivery of 120,000 shares of CELH common stock, totaling 360,000 shares.
• The shares were disposed of at a price of $38.7911 per share, which was the Cap Price used in the settlement formula.
• Following these transactions, the indirect beneficial ownership of common stock by the reporting person decreased from 13,642,396 shares to 13,402,396 shares.
• The settlement terms involved a cash payment to CD Financial LLC (managed by DeSantis) based on the volume-weighted average price (Settlement Price) of CELH common stock on the maturity date, relative to a Floor Price of $29.0933 and a Cap Price of $38.7911.
• On the maturity dates (January 2, 2026, January 5, 2026, and January 6, 2026), the Settlement Price was greater than the Floor Price and less than the Cap Price.

Sentiment

Score: 4

Explanation: While the transaction is a pre-planned settlement of a forward contract, the disposal of a significant number of shares by a director and 10% owner can be perceived as a slight negative by the market, potentially indicating a move towards diversification or a lack of further upside conviction, even if it's for personal financial planning.

Positives

• The transaction was part of a pre-planned variable prepaid forward sale contract, indicating a structured approach to managing holdings rather than an abrupt, reactive sale.

Negatives

• A significant disposal of 360,000 shares by a Director and 10% Owner could be perceived negatively by the market, potentially signaling a lack of confidence or a move towards diversification away from the company's stock.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

Insider transactions, particularly sales by significant shareholders or directors, are closely watched by the market as they can sometimes indicate management's perception of future company prospects or personal financial planning. This transaction is a settlement of a pre-existing contract, which is a common financial instrument used by large shareholders for diversification or liquidity planning.

Comparison to Industry Standards

• The use of a Variable Prepaid Forward (VPF) contract is a standard financial instrument for large shareholders to monetize a portion of their holdings, manage risk, and potentially defer taxes, while retaining some upside exposure up to a certain cap. This is a common practice among executives and significant owners in various industries for wealth management and diversification. No specific comparable companies or projects are mentioned in the filing.

Stakeholder Impact

• Shareholders might interpret the significant insider selling as a signal, potentially leading to negative sentiment or increased scrutiny of the company's future prospects, even though it was a pre-planned transaction.

Key Dates

Recommendation

The filing reports a pre-planned settlement of a variable prepaid forward contract by a director and 10% owner, resulting in the disposal of 360,000 shares. While insider selling can sometimes be a negative signal, this transaction was part of a contract initiated in 2023, suggesting a structured approach to managing personal wealth rather than a reactive sale based on new information. Given the pre-planned nature and the absence of other company-specific news, a 'hold' recommendation is appropriate, advising investors to maintain their current position while monitoring future company performance and insider activity.

Keywords

Celsius Holdings, CELH, insider trading, Form 4, stock sale, director, 10% owner, Deborah DeSantis, variable prepaid forward, VPF, equity disposal