Form 4: Celsius Director Sells Shares via Forward Contract

Celsius Holdings Director Dean DeSantis settled a prepaid variable forward sale contract, resulting in the disposal of 562,500 shares of common stock over three days in December 2025.

Summary

• Dean DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the disposal of common stock.
• The transactions occurred on December 2, 2025, December 3, 2025, and December 4, 2025.
• A total of 562,500 shares of common stock were disposed of (187,500 shares on each of the three dates).
• These disposals were part of the settlement of a prepaid variable forward sale transaction (VPF) entered into on November 3, 2022, with an unaffiliated third-party buyer.
• The VPF involved full physical settlement, where CD Financial, LLC (beneficially owned by the reporting person) delivered shares and received cash.
• The cash received was determined by a formula based on the volume-weighted average price (Settlement Price) relative to a Floor Price of $27.7675 and a Cap Price of $37.0234.
• On each settlement date (December 1, 2025, December 2, 2025, and December 3, 2025), the Settlement Price was greater than the Cap Price.
• Consequently, CD Financial, LLC transferred 187,500 shares for each tranche and received cash calculated as 187,500 shares multiplied by $9.2559 (the difference between the Cap Price and Floor Price).
• Following these transactions, the indirect beneficial ownership of common stock decreased from 16,785,867 shares to 16,410,867 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While it involves a significant insider selling shares, it was a pre-planned transaction under a 10b5-1 plan, which mitigates the negative perception often associated with insider sales. The fact that the settlement price was above the cap price indicates strong stock performance at the time of settlement.

Positives

• The settlement price for the shares was above the Cap Price of $37.0234, indicating strong stock performance at the time of settlement.
• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-planned sale rather than a reaction to recent events.

Negatives

• A significant disposal of 562,500 shares by a Director and 10% owner, even if pre-planned, could be perceived with caution by some investors.

Future Outlook

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

Industry Context

This insider transaction report reflects a pre-planned sale by a significant shareholder and director of Celsius Holdings, Inc., a company in the beverage industry, specifically known for its energy drinks. Such transactions are common for long-term investors managing their portfolios and do not inherently indicate a shift in broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders may interpret the disposal of a significant number of shares by a director and 10% owner with varying perspectives, ranging from a routine portfolio management decision to a potential signal about future company prospects, despite it being a pre-planned transaction.

Key Dates

Keywords

Celsius Holdings, CELH, Dean DeSantis, Insider Transaction, Form 4, Stock Sale, Prepaid Variable Forward, 10b5-1 Plan, Beneficial Ownership