Form 4: Celsius Director Settles Forward Sale, Reduces Stake

Celsius Holdings Director Deborah DeSantis settled a prepaid variable forward sale contract, resulting in the disposition of 375,000 shares of common stock.

Summary

• Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement 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 November 26, 2025, and November 28, 2025, three tranches of the VPF were settled through full physical settlement.
• This involved the disposition of 187,500 shares of CELH common stock on each date, totaling 375,000 shares.
• The shares were transferred from CD Financial, LLC, an entity in which the Carl DeSantis Revocable Trust (where the reporting person is a trustee) holds a 99% beneficial interest.
• The settlement price on both November 25, 2025, and November 26, 2025, was greater than the Cap Price of $37.0234.
• As a result, CD Financial, LLC received cash payments calculated as the product of 187,500 shares and $9.2559 (Cap Price Floor Price), amounting to an estimated $1,735,481.25 per tranche.
• Following these transactions, the indirect beneficial ownership of common stock decreased to 16,973,367 shares.

Sentiment

Score: 5

Explanation: The transaction is a pre-arranged settlement of a forward contract, not a discretionary sale, which typically carries less negative sentiment than an unexpected insider sale. However, it still represents a reduction in insider ownership.

Positives

• CD Financial, LLC received an estimated total cash payment of $3,470,962.50 from the settlement of the forward sale contract.

Negatives

• A Director and 10% owner reduced their indirect beneficial ownership in the company by 375,000 shares.

Future Outlook

This Form 4 filing reports past transactions and does not contain any forward-looking statements or guidance.

Industry Context

This filing reports an insider transaction, which is a routine disclosure for directors and significant shareholders. It does not directly relate to broader industry trends but provides insight into the ownership structure and potential liquidity events for major stakeholders in Celsius Holdings, Inc.

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, the entity that executed the VPF. This establishes a related party relationship for the beneficial ownership, though the counterparty to the VPF was an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders: The reduction in indirect beneficial ownership by a director and 10% owner could be perceived differently by investors. While pre-arranged, it still means fewer shares held by a significant insider.
• Company: The company itself is not directly impacted by this transaction, as it's a secondary market transaction between a shareholder and a third party.

Key Dates

Recommendation

The reported transactions are the scheduled settlement of a Variable Prepaid Forward Sale Contract (VPF) initiated in 2022, not a discretionary sale based on new information. While it reduces insider ownership, it does not necessarily signal a change in the company's fundamentals or future prospects. Investors should consider this a pre-planned liquidity event for a significant shareholder rather than a bearish signal.

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, stock disposition, Deborah DeSantis, prepaid variable forward, VPF, beneficial ownership, director, 10% owner