Form 4: Celsius Director Sells 562,500 Shares via Forward Contract

Celsius Holdings Director Dean DeSantis reported the sale of 562,500 shares of common stock over three days in November 2025, settling a prepaid variable forward sale contract.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the disposition of 562,500 shares of common stock.
• The sales occurred in three tranches of 187,500 shares each on November 18, 19, and 20, 2025.
• These transactions represent the full physical settlement of a prepaid variable forward sale contract (VPF) originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• The shares were held indirectly through CD Financial, LLC, where DeSantis is a trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest.
• The settlement price for each tranche was greater than the Cap Price of $37.0234, resulting in CD receiving cash payments based on a formula (Share Number * $9.2559).
• Following these transactions, the indirect beneficial ownership of Dean DeSantis stands at 17,910,867 shares.

Sentiment

Score: 5

Explanation: Neutral. The transaction is a pre-planned settlement of a forward contract, which is a routine financial event for large shareholders. While it's a large sale, it doesn't necessarily reflect a change in confidence, especially given its pre-arranged nature. The favorable settlement price (above cap) is a positive for the seller.

Positives

• The settlement price for the forward contract was above the Cap Price of $37.0234 for all three tranches, indicating a favorable market price for the shares at the time of settlement for the seller.

Negatives

• A significant disposition of 562,500 shares by a director and 10% owner, even if pre-planned, could be perceived negatively by some investors, potentially signaling a reduction in insider confidence or a move to diversify holdings.

Risks

• Large insider sales, even if pre-planned, can sometimes be interpreted by the market as a lack of confidence, potentially leading to negative sentiment or downward pressure on the stock price.
• The reduction in beneficial ownership by a significant shareholder could dilute the alignment of interests between management/large owners and other shareholders over time.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports past insider transactions.

Industry Context

This Form 4 filing reports an insider transaction and does not provide information directly related to broader industry trends or competitive landscape. It reflects a pre-planned financial transaction by a significant shareholder rather than an operational update.

Comparison to Industry Standards

• This filing reports an insider transaction (sale of shares) and does not contain information that allows for a direct comparison to industry-specific operational or financial benchmarks. Insider sales are common across industries for various personal financial planning reasons, and a pre-planned sale via a forward contract is a standard financial instrument for managing large equity positions.

Stakeholder Impact

• Shareholders: The sale by a significant insider could lead to questions about future stock performance or insider confidence, potentially causing short-term price volatility. However, as a pre-planned transaction, its impact might be limited.

Key Dates

Recommendation

The filing details a pre-planned insider sale by a director and 10% owner, settling a forward contract. While the volume is significant, the pre-arranged nature mitigates immediate concerns about a sudden loss of insider confidence. The transaction itself does not provide new fundamental information about Celsius Holdings' operational performance or future prospects. Investors should hold and monitor future company performance and other market indicators rather than reacting solely to this scheduled insider transaction.

Keywords

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