Form 4: Celsius Director Settles Forward Sale of 360,000 Shares

Celsius Holdings Director Deborah DeSantis completed the physical settlement of a pre-arranged variable prepaid forward sale of 360,000 common shares over three tranches.

Summary

• Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches of a variable prepaid forward sale (VPF) transaction.
• The VPF was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• On December 30, 2025, December 31, 2025, and January 2, 2026, CD Financial LLC, managed by Ms. DeSantis, physically settled 120,000 shares of CELH common stock for each tranche.
• A total of 360,000 shares were delivered to the buyer as part of these settlements.
• The cash payment received by CD Financial LLC for each tranche was determined by a formula, as the volume-weighted average price (Settlement Price) on the maturity dates (December 29, 2025, December 30, 2025, and December 31, 2025) was greater than the Floor Price of $29.0933 but less than or equal to the Cap Price of $38.7911.
• Following these transactions, the indirect beneficial ownership of Ms. DeSantis through CD Financial LLC decreased from 14,002,396 shares to 13,762,396 shares.

Sentiment

Score: 6

Explanation: The filing reports a significant insider share disposition, which can be viewed negatively. However, it is the execution of a pre-arranged financial instrument (VPF) from 2023, suggesting a planned rather than reactive sale. The settlement price being between the floor and cap indicates a moderate outcome for the VPF terms.

Positives

• The transaction represents the orderly execution of a pre-arranged financial plan (Variable Prepaid Forward Sale) established in January 2023, indicating structured financial management by the reporting person.

Negatives

• A significant number of shares (360,000) were disposed of by a director and 10% owner, which could be perceived as a reduction in insider ownership, although it was part of a pre-existing plan.

Future Outlook

NA

Industry Context

This filing is an insider transaction report and does not provide information directly related to broader industry trends or competitors. It reflects a pre-planned financial activity of a key insider.

Related Party Transactions

• The reporting person, Deborah DeSantis, is the manager of CD Financial LLC and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares, and Ms. DeSantis has shared voting and dispositive power.

Stakeholder Impact

• Shareholders may view the disposition of a significant number of shares by a director and 10% owner as a reduction in insider confidence, although it was part of a pre-arranged plan. The impact on other stakeholders like employees, customers, suppliers, or creditors is not directly addressed by this type of filing.

Key Dates

Recommendation

While the disposition of a substantial number of shares by a director and 10% owner might typically signal a 'sell' recommendation, this transaction is the scheduled settlement of a Variable Prepaid Forward Sale contract initiated in 2023. This indicates a pre-planned financial strategy rather than a reactive sale based on new information about the company's prospects. Investors should consider this a neutral event in terms of immediate company performance, maintaining a 'hold' position unless other fundamental factors change.

Keywords

Celsius Holdings, CELH, Deborah DeSantis, Form 4, Insider Trading, Stock Sale, Variable Prepaid Forward, Share Disposition, Director Transaction, 10% Owner