Form 4: Celsius Director Settles Forward Sale, Reduces Indirect Stake

Celsius Holdings Director Dean DeSantis, through an affiliated entity, settled tranches of a prepaid variable forward sale contract, resulting in the disposal of 355,374 shares of common stock.

Summary

• Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches of a prepaid variable forward sale (VPF) transaction.
• The VPF was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• The settlement occurred on December 19, 2025, December 22, 2025, and December 23, 2025, through CD Financial LLC, an entity managed by Mr. DeSantis.
• A total of 355,374 shares of CELH common stock were disposed of through full physical settlement: 115,374 shares on December 19, 2025, and 120,000 shares on both December 22, 2025, and December 23, 2025.
• The shares were transferred as part of a contract where the buyer paid CD Financial LLC a cash amount.
• The cash payment was determined by the volume-weighted average price (Settlement Price) on the maturity date relative to a Floor Price of $29.0933 and a Cap Price of $38.7911.
• Since the Settlement Price on each maturity date was greater than the Cap Price, CD Financial LLC received cash equal to the product of the number of shares and $9.6978 (Cap Price Floor Price).
• Following these transactions, the indirect beneficial ownership of Mr. DeSantis (through CD Financial LLC) decreased to 14,362,396 shares.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to a significant reduction in indirect beneficial ownership by a director and 10% owner. While the transaction was pre-arranged, insider selling can often be perceived as a lack of confidence, even if it's for diversification or liquidity purposes.

Positives

• CD Financial LLC received cash proceeds from the settlement of the VPF, indicating a successful monetization strategy for a portion of its holdings.
• The VPF structure allowed for a predetermined monetization strategy, potentially reducing market impact compared to open market sales.

Negatives

• A significant reduction in indirect beneficial ownership by a Director and 10% owner, totaling 355,374 shares.
• Insider selling, even through a pre-arranged plan, can sometimes be perceived negatively by the market as it reduces management's direct alignment with shareholder interests.

Risks

• Perception of Insider Selling: The market may interpret the reduction in a significant insider's stake as a lack of confidence, potentially leading to negative sentiment or downward pressure on the stock price.
• Reduced Insider Alignment: A decrease in beneficial ownership by a director and 10% owner could be seen as reducing the alignment of interests between management and public shareholders.

Future Outlook

N/A

Industry Context

This filing reports an insider transaction, which is a routine disclosure for publicly traded companies. While it doesn't directly relate to broader industry trends, significant insider selling can sometimes influence investor perception within the beverage or health and wellness sectors, depending on the company's specific market position and recent performance.

Stakeholder Impact

• Shareholders: A reduction in a significant insider's stake could be viewed negatively, potentially impacting investor confidence and share price.
• Management/Board: The transaction reflects a strategic decision by a key director to monetize a portion of their holdings, which is a personal financial decision but can have implications for corporate governance perception.

Key Dates

Recommendation

While the transaction represents a significant reduction in a key insider's stake, it was executed as part of a pre-arranged Variable Prepaid Forward Sale contract initiated nearly two years prior. This suggests a planned monetization strategy rather than an immediate reaction to new negative information. Investors should monitor future insider activity and company performance, but this specific filing, while reducing insider alignment, does not necessarily warrant an immediate 'sell' recommendation without further context on the company's fundamentals and market conditions. A 'hold' recommendation is appropriate to observe further developments.

Keywords

Celsius Holdings, CELH, Dean DeSantis, Insider Selling, Form 4, Beneficial Ownership, Variable Prepaid Forward Sale, VPF, Stock Disposal, Director Transaction, 10% Owner