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

Celsius Holdings Director Deborah DeSantis reported the sale of 360,000 common shares through the physical settlement of a prepaid variable forward sale contract.

Summary

• Deborah DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the disposition of 360,000 shares of common stock.
• The transactions occurred on January 16, 2026, January 20, 2026, and January 21, 2026, with 120,000 shares disposed on each date.
• These dispositions represent the full physical settlement of three tranches of a variable prepaid forward sale transaction (VPF) that was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• For each tranche, CD Financial LLC (managed by DeSantis) delivered 120,000 shares of CELH common stock.
• The buyer paid CD Financial LLC cash amounts determined by a formula based on the volume-weighted average price (Settlement Price) of CELH common stock on the maturity date.
• The contract specified a Floor Price of $29.0933 and a Cap Price of $38.7911.
• For all three tranches, the Settlement Price was greater than the Floor Price but less than the Cap Price, meaning the cash payment was calculated as the Share Number multiplied by the difference between the Settlement Price and the Floor Price.
• Following these transactions, the indirect beneficial ownership of common stock by the reporting person decreased from 12,562,396 shares to 12,322,396 shares.

Sentiment

Score: 5

Explanation: The filing reports a pre-arranged insider stock sale via a variable prepaid forward contract, which is a neutral event in terms of immediate sentiment as it was planned years in advance.

Stakeholder Impact

• Shareholders: Reduction in indirect beneficial ownership by a significant insider, which is a pre-arranged liquidity event.

Key Dates

Recommendation

The reported transactions are the physical settlement of a variable prepaid forward sale contract entered into in January 2023. This is a pre-arranged liquidity event for the insider and does not necessarily reflect a change in the insider's view on the company's future prospects. Therefore, it is generally considered a neutral event for investment recommendations.

Keywords

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