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

Celsius Holdings Director Dean DeSantis settled a prepaid variable forward sale transaction, disposing of 360,000 shares of common stock across three tranches in January 2026.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of a prepaid variable forward sale transaction.
• The transactions involved the disposition of 120,000 shares of CELH common stock on January 16, 2026, January 20, 2026, and January 21, 2026, totaling 360,000 shares.
• The shares were held indirectly through CD Financial LLC, where DeSantis serves as manager, and the Carl DeSantis Revocable Trust.
• The settlement represents the full physical settlement of a Variable Prepaid Forward Sale Contract (VPF) originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• For each tranche, the buyer paid CD Financial LLC an amount in cash determined by the volume-weighted average price (Settlement Price) on the maturity date.
• The Settlement Price for all three tranches was greater than the Floor Price of $29.0933 but less than or equal to the Cap Price of $38.7911.
• Following these transactions, the indirect beneficial ownership of common stock decreased from 12,562,396 shares to 12,322,396 shares.

Sentiment

Score: 5

Explanation: Neutral. This Form 4 reports the settlement of a pre-arranged variable prepaid forward sale contract by a director, which is a routine insider transaction and not indicative of new company performance or strategic shifts.

Positives

• NA

Negatives

• The transactions resulted in a reduction of 360,000 shares in the indirect beneficial ownership of a Director and 10% owner, which can sometimes be perceived negatively by investors as a decrease in insider alignment.

Risks

• NA

Future Outlook

This Form 4 filing does not provide any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing reports an insider transaction, which is specific to the reporting person's holdings and does not directly reflect broader industry trends or competitive dynamics.

Stakeholder Impact

• Shareholders: The reduction in a significant insider's indirect ownership could be viewed with mixed sentiment, though it stems from a pre-arranged contract.

Key Dates

Keywords

Celsius Holdings, CELH, Dean DeSantis, Form 4, Insider Transaction, Stock Sale, Forward Contract, Beneficial Ownership