Form 4: Celsius Director Settles Forward Sale Contract

Celsius Holdings Director Dean DeSantis settled a prepaid variable forward sale contract, disposing of 375,000 shares of common stock in two tranches.

Summary

• Dean DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported changes in beneficial ownership.
• The transactions involved the settlement of a prepaid variable forward sale contract (VPF) that was initially entered into on November 3, 2022.
• CD Financial, LLC ('CD'), where Mr. DeSantis is a trustee, settled two tranches of the VPF on November 26, 2025, and November 28, 2025.
• CD elected full physical settlement for these tranches, delivering 187,500 shares of CELH common stock for each tranche, totaling 375,000 shares.
• The settlement price on both maturity dates (November 25, 2025, and November 26, 2025) was greater than the Cap Price of $37.0234.
• As a result, CD received a cash payment for each tranche calculated as 187,500 shares multiplied by $9.2559, totaling approximately $1,735,481.25 per tranche.
• The total cash received by CD for these two reported transactions is approximately $3,470,962.50.
• Following these transactions, CD Financial, LLC, and indirectly Mr. DeSantis, beneficially owns 16,973,367 shares of Celsius Holdings, Inc. common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can be viewed negatively, this was a pre-arranged contract settlement. The fact that the stock price was above the Cap Price at settlement indicates favorable market conditions for the company at that time.

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 represents the planned conclusion of a pre-existing financial arrangement, rather than an immediate reaction to market conditions.

Negatives

• The disposition of 375,000 shares by a Director and 10% Owner, even if pre-arranged, could be perceived negatively by some investors as insider selling.

Risks

• Market perception of insider selling, which could lead to short-term negative sentiment or downward pressure on the stock price.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: May react to the disposition of shares by a significant insider, potentially leading to short-term sentiment shifts. However, the pre-arranged nature of the sale may mitigate concerns.
• Company: The transaction itself does not directly impact the company's operations or financial health, but reflects a planned financial event for a major shareholder.

Key Dates

Recommendation

The reported transactions are the settlement of a pre-existing Variable Prepaid Forward Sale Contract by a Director and 10% Owner. This is a planned financial event for the insider and does not necessarily reflect a change in their current view of the company's future prospects. While insider selling can sometimes signal concerns, the pre-arranged nature of this transaction suggests it's not a discretionary sale based on new information. Therefore, a 'hold' recommendation is appropriate, as this filing alone does not provide new fundamental insights to alter an investment thesis.

Keywords

Celsius Holdings, CELH, Dean DeSantis, SEC Form 4, Insider Transaction, Beneficial Ownership, Variable Prepaid Forward, Stock Sale, Corporate Governance