Form 4: Celsius Director Settles Forward Sale, Disposes 562,500 Shares

Celsius Holdings Director Deborah DeSantis settled a pre-arranged variable prepaid forward sale, disposing of 562,500 shares of common stock over three days.

Summary

• Deborah DeSantis, a Director of Celsius Holdings, Inc., settled three tranches of a variable prepaid forward sale (VPF) contract.
• The VPF was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• The settlement occurred on November 18, 2025, November 19, 2025, and November 20, 2025.
• For each tranche, 187,500 shares of CELH common stock were delivered, totaling 562,500 shares across the three transactions.
• The settlement price on each maturity date (November 17, 18, 19, 2025) was greater than the Cap Price of $37.0234.
• CD Financial, LLC (CD), in which the reporting person has an indirect beneficial interest, received cash payments for these transactions, calculated as 187,500 shares multiplied by $9.2559 for each tranche.
• Following these transactions, the indirect beneficial ownership of CD decreased from 18,285,867 shares to 17,910,867 shares.

Sentiment

Score: 6

Explanation: The filing reports the expected settlement of a pre-arranged forward sale contract by a director. The fact that the settlement price exceeded the cap price is favorable for the seller. While a large insider sale can sometimes be viewed negatively, its pre-arranged nature mitigates concerns.

Positives

• The settlement price for the shares was greater than the Cap Price of $37.0234, indicating a favorable market price at the time of settlement for the seller.
• The transaction was part of a pre-arranged contract (Rule 10b5-1(c) plan), demonstrating planned and transparent insider trading activity.

Negatives

• A director's indirect disposal of a significant number of shares (562,500) could be perceived negatively by some investors, even if pre-arranged.

Future Outlook

NA

Industry Context

This Form 4 filing details an insider transaction, which is specific to the reporting person and Celsius Holdings, Inc. It does not provide information directly related to broader industry trends or competitive landscape.

Related Party Transactions

• The reporting person, Deborah DeSantis, is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC (CD), the entity that was the record holder of the shares and settled the VPF transaction. This establishes an indirect beneficial ownership and a related party relationship for the transaction.

Stakeholder Impact

• Shareholders: The disposal of 562,500 shares by a director's indirectly controlled entity could slightly increase the float, but given the pre-arranged nature and the company's overall market capitalization, the direct impact on share price is likely minimal. It might be perceived as a director taking profits.
• Company: The company itself is not directly selling shares; this is an insider transaction. The transaction does not directly impact the company's operations or financial position, other than the shares being transferred to a third-party buyer.

Key Dates

Recommendation

This Form 4 filing details a pre-arranged insider sale by a director, which is an expected event and does not reflect a change in the company's fundamental business operations or outlook. While a large insider sale might warrant attention, its planned nature under a Rule 10b5-1 plan suggests it's not a reaction to new, negative information. The settlement at a price above the cap price indicates a favorable market for the seller at the time of settlement. Therefore, the filing itself does not provide new information that would significantly alter an investment thesis for Celsius Holdings, Inc., warranting a 'hold' recommendation based solely on this report.

Keywords

Celsius Holdings, CELH, Deborah DeSantis, Form 4, Insider Trading, Stock Sale, Variable Prepaid Forward, VPF, Director Transaction, Equity Disposal