Form 4: Celsius Director Settles Prepaid Forward Contracts, Sells Shares

Dean DeSantis, a Director and 10% owner of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale transaction, resulting in the disposition of 360,000 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 transaction (VPF).
• The VPF was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• On January 8, 2026, January 9, 2026, and January 12, 2026, CD Financial LLC (controlled by DeSantis) elected full physical settlement for each tranche.
• Each tranche involved the disposition of 120,000 shares of CELH common stock, totaling 360,000 shares across the three dates.
• The settlement price for each tranche was greater than the Floor Price of $29.0933 but less than the Cap Price of $38.7911.
• CD Financial LLC received cash payments calculated as the product of 120,000 shares and the difference between the Settlement Price and the Floor Price for each tranche.
• Following these transactions, the indirect beneficial ownership of common stock by CD Financial LLC decreased from 13,282,396 shares to 13,042,396 shares.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the disposition of a significant number of shares by a director and 10% owner. While it's a pre-arranged settlement of a financial instrument, insider selling can sometimes be perceived as a lack of confidence, even if it's for personal financial planning.

Positives

• The transaction represents a planned monetization event for the reporting person, indicating successful execution of a pre-arranged financial strategy.

Negatives

• The disposition of 360,000 shares by a Director and 10% owner could be perceived as a reduction in insider ownership, which some investors might view negatively.

Risks

• The nature of a Variable Prepaid Forward Sale Contract (VPF) involves market price exposure for the seller until settlement, though in this case, the settlement has occurred.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategy.

Industry Context

This insider transaction report reflects a pre-arranged financial strategy by a significant shareholder and director. It does not directly indicate broader industry trends but provides insight into individual insider capital management within the beverage sector.

Stakeholder Impact

• Shareholders: The disposition of shares by a significant insider could lead to a perception of reduced insider alignment or potential selling pressure, though the shares were transferred to an unaffiliated third-party buyer as part of a pre-existing contract.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this insider transaction.

Key Dates

Keywords

Celsius Holdings, CELH, Dean DeSantis, Insider Trading, Form 4, Share Disposition, Variable Prepaid Forward, Director, 10% Owner