Form 4: Celsius Director Settles Prepaid Forward Sale

Celsius Holdings Director Dean DeSantis settled tranches of a prepaid variable forward sale, disposing of 360,000 shares of common stock.

Summary

• Dean 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 January 19, 2023, with an unaffiliated third-party buyer.
• Three tranches of the VPF were settled on January 5, 2026, January 6, 2026, and January 7, 2026.
• For each tranche, CD Financial LLC, managed by DeSantis, delivered 120,000 shares of CELH common stock.
• The total number of shares disposed across these three transactions is 360,000.
• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating they were pre-scheduled.
• Following these transactions, the indirect beneficial ownership of common stock by the reporting person is 13,402,396 shares.

Sentiment

Score: 5

Explanation: The transaction is a pre-scheduled settlement of a forward sale, not a new discretionary sale, which mitigates negative sentiment. However, it still represents a significant reduction in insider ownership.

Positives

• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-scheduled disposition rather than a new, discretionary sale.

Negatives

• A significant disposition of 360,000 shares by a director and 10% owner, even if pre-scheduled, reduces insider ownership.

Risks

• Reduced insider ownership could be perceived negatively by some investors, potentially signaling a lack of confidence, although the pre-scheduled nature mitigates this.

Future Outlook

This Form 4 does not contain forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future performance or strategic direction.

Industry Context

This filing reports an insider transaction, which is a routine disclosure. While large insider sales are often monitored for market sentiment, this specific transaction is the settlement of a pre-arranged plan, which typically has less immediate market impact than a discretionary sale.

Related Party Transactions

• The transaction involves Dean DeSantis, a director and 10% owner, disposing of shares through CD Financial LLC, an entity he manages and in which the Carl DeSantis Revocable Trust (where he is a trustee) holds a 99% beneficial interest. The shares were transferred to an unaffiliated third-party buyer as part of a pre-existing Variable Prepaid Forward Sale contract.

Stakeholder Impact

• Shareholders: A reduction in insider ownership might be viewed with caution, though the pre-scheduled nature lessens the immediate impact. The transaction itself does not directly impact the company's operations or financial health.

Key Dates

Recommendation

The filing details a pre-scheduled insider stock disposition as part of a Variable Prepaid Forward Sale. While it reduces insider ownership, the transaction was planned well in advance (January 2023) and executed under a Rule 10b5-1(c) plan, meaning it does not reflect a new discretionary decision by the insider regarding the company's current prospects. Therefore, this specific filing alone does not provide new information to warrant a change from a 'hold' position, as the market would likely have anticipated such a settlement.

Keywords

Celsius Holdings, CELH, Dean DeSantis, Insider Trading, Form 4, Stock Sale, Prepaid Forward Sale, Director, 10% Owner, Equity Disposition