Form 4: Celsius Director Settles Forward Sale of 375K Shares

A Celsius Holdings director settled a prepaid variable forward sale contract, delivering 375,000 shares of common stock at a cap price of $37.0234.

Summary

• Deborah DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), settled two tranches of a prepaid variable forward sale transaction (VPF).
• The VPF was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• On December 5, 2025, 187,500 shares of common stock were disposed of directly at a price of $37.0234 per share.
• On December 8, 2025, an additional 187,500 shares of common stock were disposed of directly at a price of $37.0234 per share.
• The total number of shares delivered in full physical settlement across these two dates was 375,000.
• The settlement price on the maturity dates (December 4 and December 5, 2025) was greater than the Cap Price of $37.0234, resulting in CD Financial, LLC (the record holder) receiving cash equal to the Share Number multiplied by $9.2559.
• Following these transactions, the indirect beneficial ownership of the reporting person through the Carl DeSantis Revocable Trust decreased to 16,035,867 shares.

Sentiment

Score: 5

Explanation: The transaction is the settlement of a pre-existing variable prepaid forward sale contract, indicating a planned liquidity event rather than a new discretionary sale. While it represents a reduction in insider holdings, the pre-arranged nature and the fact that the settlement price was above the cap price suggest a neutral to slightly positive outcome for the seller under the terms of the contract.

Positives

• The settlement price was above the Cap Price of $37.0234, indicating a favorable stock performance for the seller relative to the contract terms.
• The transaction was part of a pre-arranged plan (Rule 10b5-1(c)), suggesting a planned liquidity event rather than a reaction to recent news.

Negatives

• A significant number of shares (375,000) were disposed of by a director and 10% owner, which could be perceived negatively by some investors as a reduction in insider holdings.

Future Outlook

This Form 4 does not contain forward-looking statements or guidance; it is a report of a past transaction.

Industry Context

This filing is a standard insider transaction report and does not provide information to analyze broader industry trends or competitors.

Related Party Transactions

• The transaction involves the settlement of a Variable Prepaid Forward Sale Contract by CD Financial, LLC, which is 99% beneficially owned by the Carl DeSantis Revocable Trust. Deborah DeSantis, the reporting person, is a trustee of this trust and has shared voting and dispositive power over the shares.

Stakeholder Impact

• Shareholders: A reduction in insider ownership by a significant shareholder could be perceived as a slight negative, though the pre-arranged nature mitigates this.

Key Dates

Recommendation

This Form 4 reports the settlement of a pre-arranged variable prepaid forward sale contract by a director and 10% owner. Such transactions are typically planned well in advance and do not necessarily reflect a change in the insider's view of the company's future prospects. While it reduces insider ownership, the pre-scheduled nature and the fact that the settlement occurred at a price above the contract's cap price suggest a neutral event for the company's operational outlook. Investors should hold and monitor future company performance and broader market trends rather than reacting solely to this planned insider transaction.

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Stock Sale, Director, 10% Owner, Prepaid Variable Forward, Equity Settlement