Form 4: Celsius Director Settles Prepaid Forward Sale

Celsius Holdings Director Deborah DeSantis settled tranches of a prepaid variable forward sale contract, delivering 240,000 shares of common stock.

Summary

• Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale contract (VPF) that was originally entered into on January 19, 2023.
• The transactions involved the full physical settlement of the VPF tranches with an unaffiliated third-party buyer.
• On December 24, 2025, 120,000 shares of CELH common stock were delivered.
• On December 29, 2025, an additional 120,000 shares of CELH common stock were delivered.
• The cash payment to CD Financial LLC (CD), an entity through which the reporting person indirectly holds shares, was determined by a formula based on the volume-weighted average price (Settlement Price) on the maturity date.
• For both December 23, 2025, and December 26, 2025, the Settlement Price was greater than the Floor Price of $29.0933 but less than the Cap Price of $38.7911.
• Accordingly, CD transferred the specified number of CELH shares and received cash amounts calculated as (Settlement Price Floor Price) multiplied by the Share Number.
• Following these transactions, the indirect beneficial ownership of the reporting person is 14,122,396 shares.

Sentiment

Score: 6

Explanation: Neutral to slightly negative. While the transaction was pre-planned and executed within contract terms, the disposition of a significant number of shares by a director and 10% owner could be viewed with slight caution by some investors, even if it's for personal financial planning and not a reflection of company performance.

Positives

• The transactions were executed pursuant to a pre-arranged Rule 10b5-1(c) plan, indicating a planned and orderly disposition of shares.
• The settlement prices for the tranches were above the contract's Floor Price, indicating a favorable outcome for the seller within the terms of the VPF.

Negatives

• The disposition of a significant number of shares (240,000) by a director and 10% owner, even if pre-planned, could be perceived by some investors as a reduction in insider confidence.

Risks

• Potential for market perception of reduced insider ownership, which could lead to minor negative sentiment, despite the pre-planned nature of the transaction.
• Future share price volatility could impact the value of the remaining 14,122,396 indirectly held shares.

Future Outlook

NA

Industry Context

This transaction represents an insider sale, which is a common occurrence in the market for personal financial planning. It does not directly reflect broader industry trends or competitive dynamics within the functional beverage sector but is specific to the financial arrangements of a significant shareholder.

Related Party Transactions

• The transaction involves CD Financial LLC and the Carl DeSantis Revocable Trust, entities through which the reporting person, Deborah DeSantis, indirectly holds shares. This constitutes a related party transaction in the context of beneficial ownership reporting.

Stakeholder Impact

• Shareholders: The disposition of shares by a significant insider could lead to minor concerns about insider confidence, though the pre-planned nature under Rule 10b5-1(c) mitigates this. It also adds shares to the market, potentially increasing liquidity.

Key Dates

Recommendation

This Form 4 reports the settlement of a pre-planned variable prepaid forward sale contract by a director and 10% owner. Such transactions are typically for personal financial planning and do not necessarily reflect a change in the insider's view of the company's fundamental prospects. While a large number of shares were disposed of, the pre-arranged nature under Rule 10b5-1(c) suggests it was an expected event. Therefore, this filing alone does not provide sufficient new information to warrant a change in investment recommendation; a 'hold' stance is appropriate pending further operational or financial updates from Celsius Holdings.

Keywords

Celsius Holdings, CELH, Deborah DeSantis, Form 4, Insider Transaction, Prepaid Variable Forward, Stock Sale, Director Ownership, 10b5-1 Plan