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

Celsius Holdings Director Dean DeSantis settled a pre-arranged variable prepaid forward sale contract, disposing of 562,500 shares of common stock.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of a Variable Prepaid Forward Sale Contract (VPF).
• The VPF, originally entered into on November 3, 2022, involved the disposition of 562,500 shares of CELH common stock across three tranches.
• On November 13, 2025, 187,500 shares were disposed of at a reported price of $37.0234.
• On November 14, 2025, another 187,500 shares were disposed of at a reported price of $37.0234.
• On November 17, 2025, the final 187,500 shares were disposed of at a reported price of $37.0234.
• The reported price of $37.0234 represents the Cap Price in the VPF agreement, and the settlement involved full physical delivery of shares.
• For these transactions, the settlement price on each maturity date was greater than the Cap Price, resulting in CD Financial, LLC receiving a cash amount equal to the Share Number multiplied by $9.2559 (Cap Price of $37.0234 minus Floor Price of $27.7675).
• Following these transactions, the indirect beneficial ownership of common stock by the reporting person decreased from 18,848,367 shares to 18,473,367 shares.
• The shares are indirectly owned through CD Financial, LLC, where the Carl DeSantis Revocable Trust holds a 99% beneficial interest, and Dean DeSantis serves as a trustee with shared voting and dispositive power.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a pre-arranged insider sale, which is a factual event with no immediate positive or negative implications for the company's operational performance. While a large insider sale can sometimes be viewed negatively, its pre-planned nature mitigates this.

Positives

• The transaction was part of a pre-arranged Variable Prepaid Forward Sale Contract (VPF) entered into in 2022, indicating a planned disposition rather than an immediate reaction to market conditions.
• The settlement price for the tranches was greater than the Cap Price of $37.0234, suggesting a favorable market price for the shares at the time of settlement, leading to a specific cash payment calculation for the seller.

Negatives

• A significant reduction in indirect beneficial ownership by a director and 10% owner, totaling 562,500 shares, could be perceived as a decrease in insider confidence, even if pre-arranged.

Risks

• The filing reports a completed transaction and does not detail specific ongoing risks to the company's operations or financial health.

Future Outlook

The filing reports past transactions and does not provide any forward-looking statements or guidance regarding the company's future performance or strategy.

Industry Context

This Form 4 filing reports an insider transaction and does not provide information relevant to broader industry trends or competitor analysis.

Related Party Transactions

• The Variable Prepaid Forward Sale Contract was settled with an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders: A large insider sale, even if pre-arranged, might lead to questions about insider confidence, though the Rule 10b5-1 plan context often lessens this concern. It reduces the total shares indirectly held by a significant owner.

Next Steps

• The filing does not mention any specific future actions, events, or milestones for the company or the reporting person beyond the completion of this VPF settlement.

Key Dates

Keywords

Celsius Holdings, CELH, Dean DeSantis, Form 4, Insider Trading, Stock Sale, Beneficial Ownership, Variable Prepaid Forward, VPF, Director Transaction