Form 4: Celsius Director Sells 360K Shares via Forward Contract

Celsius Holdings Director Dean DeSantis settled three tranches of a prepaid variable forward sale contract, disposing of 360,000 shares of common stock.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the disposal of 360,000 shares of common stock.
• The transactions occurred on January 13, 14, and 15, 2026, with 120,000 shares disposed of on each date.
• These disposals were part of the full physical settlement of a prepaid variable forward sale transaction (VPF) that was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• The VPF obligated CD Financial LLC (managed by DeSantis) to deliver shares, and the buyer to pay cash based on the volume-weighted average price (Settlement Price) on the maturity date.
• For all three tranches, the Settlement Price was greater than the Floor Price of $29.0933 but less than the Cap Price of $38.7911.
• Following these transactions, DeSantis indirectly beneficially owns 12,682,396 shares of Celsius Holdings common stock through CD Financial LLC.

Sentiment

Score: 5

Explanation: The filing is a neutral report of a pre-scheduled insider stock transaction, which does not inherently reflect positively or negatively on the company's operational performance or future prospects.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on the insider's past transactions.

Industry Context

This filing is a routine insider transaction report and does not provide information relevant to broader industry trends or competitive landscape for Celsius Holdings, Inc.

Stakeholder Impact

• Shareholders: The disposal of shares by a significant insider could be perceived differently by investors, though it was a pre-arranged transaction and not a discretionary sale based on new information.

Key Dates

Recommendation

This Form 4 reports a pre-scheduled insider transaction (settlement of a variable prepaid forward contract) by a director and 10% owner. Such transactions are typically planned well in advance and do not necessarily reflect a change in the insider's view of the company's fundamentals or future prospects. Therefore, it provides no new information to warrant a change in investment recommendation based solely on this filing.

Keywords

Celsius Holdings, CELH, Dean DeSantis, Form 4, Insider Transaction, Stock Sale, Variable Prepaid Forward, Equity Disposal, Director Transaction, 10% Owner