Form 4: Celsius Director Sells Shares via Prepaid Forward Contract

Celsius Holdings Director Dean DeSantis settled tranches of a prepaid variable forward sale contract, disposing of 240,000 shares of common stock.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches from a prepaid variable forward sale (VPF) contract.
• The VPF contract was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• On December 24, 2025, 120,000 shares of common stock were disposed of through the settlement of the first tranche.
• On December 29, 2025, an additional 120,000 shares of common stock were disposed of through the settlement of the second and third tranches.
• These transactions were conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged disposition.
• Following these transactions, the indirect beneficial ownership of Dean DeSantis (through CD Financial LLC) is 14,122,396 shares.
• The settlement involved full physical delivery of shares, with the buyer paying cash based on a formula tied to the stock's volume-weighted average price (Settlement Price) relative to a Floor Price of $29.0933 and a Cap Price of $38.7911.
• For these specific tranches, the Settlement Price on December 23, 2025, and December 26, 2025, was greater than the Floor Price but less than the Cap Price. This means the cash payment to CD Financial LLC was calculated as the Share Number multiplied by the difference between the Settlement Price and the Floor Price.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a pre-planned insider share disposition, which is a routine event. While a large sale by an insider can sometimes be viewed negatively, the pre-arranged nature (10b5-1 plan) mitigates immediate concerns about management's current view of the company's prospects.

Positives

• The disposition of shares was executed under a Rule 10b5-1(c) plan, which was established on January 19, 2023, indicating a pre-planned liquidity event rather than a reaction to recent market or company-specific news.

Negatives

• A significant number of shares (240,000) were disposed of by a director and 10% owner, which could be perceived negatively by some investors as a reduction in insider ownership.

Risks

• The market may interpret the disposition of a substantial number of shares by a significant insider as a lack of confidence, potentially leading to short-term downward pressure on the stock price.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance, focusing solely on an insider's share disposition.

Industry Context

This Form 4 filing reports an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide information directly related to broader industry trends or competitive landscape, but rather reflects a pre-planned financial arrangement by a significant shareholder.

Comparison to Industry Standards

• This filing details an insider's share disposition via a prepaid variable forward contract, a common financial instrument used by large shareholders for liquidity and risk management. There are no specific company or project comparisons within the filing itself.
• The transaction is consistent with standard practices for managing large equity positions, similar to how executives at companies like Apple or Microsoft might use 10b5-1 plans to diversify holdings over time.

Stakeholder Impact

• Shareholders: May perceive the sale by a significant insider as a negative signal, potentially leading to short-term price volatility. However, the pre-planned nature (10b5-1) suggests a long-term financial strategy rather than a reaction to immediate company performance.

Key Dates

Recommendation

The filing reports a pre-planned insider sale by a director and 10% owner, Dean DeSantis, through a variable prepaid forward contract. While the disposition of 240,000 shares is significant, it was executed under a Rule 10b5-1 plan established in January 2023, indicating a pre-determined liquidity event rather than a reaction to recent company performance or market conditions. This mitigates the immediate negative signal often associated with insider sales. The company's underlying fundamentals are not addressed in this filing, therefore, a 'hold' recommendation is appropriate as this transaction alone does not provide sufficient new information to alter a fundamental investment thesis, but it warrants monitoring for any further insider activity or company-specific news.

Keywords

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