Form 4: Celsius Director Settles Forward Contract, Sells Shares

Celsius Holdings Director Dean DeSantis settled three tranches of a prepaid variable forward sale contract, disposing of 360,000 shares of common stock.

Summary

• Director and 10% owner Dean DeSantis reported the settlement of three tranches of a prepaid variable forward sale transaction (VPF) for Celsius Holdings, Inc. common stock.
• The VPF was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• The transactions occurred on December 30, 2025, December 31, 2025, and January 2, 2026, with each tranche involving the disposition of 120,000 shares of common stock.
• The sales were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• For each of the three tranches, the reporting person elected full physical settlement, delivering 120,000 shares of CELH common stock per tranche.
• The buyer paid cash based on the volume-weighted average price (VWAP) on the maturity date (Settlement Price), which was between a Floor Price of $29.0933 and a Cap Price of $38.7911 for all three tranches.
• Following these transactions, the indirect beneficial ownership of common stock by the reporting person decreased from 14,002,396 shares to 13,762,396 shares.
• The shares are held indirectly through CD Financial LLC, where the reporting person is the manager, and the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC.

Sentiment

Score: 4

Explanation: While insider selling can be perceived negatively, the fact that these transactions were part of a pre-arranged 10b5-1 plan mitigates some of the negative sentiment, suggesting a planned liquidity event rather than a reaction to adverse company news. The overall impact is slightly negative due to the reduction in insider ownership.

Positives

• The transactions were executed under a Rule 10b5-1(c) plan, indicating they were pre-scheduled and not based on new material non-public information, which can mitigate negative market perception of insider sales.

Negatives

• A significant reduction in indirect beneficial ownership by a director and 10% owner (totaling 360,000 shares) could be interpreted by some investors as a decrease in insider confidence, despite the pre-arranged nature of the sale.

Risks

• NA

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may perceive a decrease in insider confidence due to the significant share disposition, potentially leading to short-term stock price volatility, although the 10b5-1 plan context may temper this reaction.

Key Dates

Recommendation

The filing details a significant insider sale by a director and 10% owner. While the volume of shares is notable, the transaction was executed as a pre-arranged settlement of a forward contract under a 10b5-1 plan. This suggests a planned liquidity event rather than a reactive sale based on new, negative information. Therefore, while it warrants attention, it does not fundamentally alter the investment thesis for Celsius Holdings, Inc. at this time, leading to a 'hold' recommendation.

Keywords

Celsius Holdings, CELH, Dean DeSantis, Form 4, insider transaction, stock sale, prepaid variable forward, 10b5-1 plan, director, beneficial ownership