Form 4: Celsius Holdings Director Sells 562,500 Shares via Forward Contract

Celsius Holdings Director Dean DeSantis disposed of 562,500 shares of common stock through the physical settlement of a prepaid variable forward sale transaction.

Summary

• Dean DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the disposal of 562,500 shares of common stock.
• The transactions occurred on November 21, 2025, November 24, 2025, and November 25, 2025, with 187,500 shares disposed on each date.
• These disposals were part of the full physical settlement of three tranches of a prepaid variable forward sale transaction (VPF) entered into on November 3, 2022, with an unaffiliated third-party buyer.
• The VPF obligated CD Financial, LLC (CD), where the reporting person is a trustee of the beneficial owner, to deliver shares and the buyer to pay cash.
• The settlement price on each maturity date (November 20, 2025, November 21, 2025, and November 24, 2025) was greater than the Cap Price of $37.0234.
• Consequently, CD transferred the shares and received a cash amount determined by the formula, which was the product of the share number (187,500) and $9.2559 for each tranche.
• Following these transactions, the indirect beneficial ownership of common stock by the reporting person decreased to 17,348,367 shares.

Sentiment

Score: 5

Explanation: The filing reports the settlement of a pre-arranged variable prepaid forward sale contract, resulting in a significant disposal of shares by a director. While pre-planned, large insider sales can sometimes be viewed with caution by investors, though the terms of the contract settlement were favorable to the seller.

Positives

• The settlement price for the variable prepaid forward sale contract was greater than the Cap Price of $37.0234 on all maturity dates, indicating a favorable outcome for the seller (CD Financial, LLC) based on the contract terms established in 2022.
• CD Financial, LLC received cash payments as part of the settlement, providing liquidity from the pre-arranged sale of shares.

Negatives

• A significant volume of shares (562,500) was disposed of by a director and 10% owner, which, despite being pre-planned, could be perceived negatively by some investors.
• The transactions represent a reduction in the insider's beneficial ownership in the company.

Risks

• Large insider sales, even if pre-planned, can sometimes lead to negative market sentiment or speculation regarding the company's future prospects, potentially impacting share price.
• A reduction in insider ownership might be interpreted by some as a decrease in management's conviction in the company's long-term value, although this transaction was part of a pre-existing financial instrument.

Future Outlook

The filing, an insider transaction report, does not provide explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing reports an insider transaction by a director and 10% owner of Celsius Holdings, Inc., a company operating in the functional beverage and energy drink market. While the transaction itself is specific to the insider's financial planning, it occurs within the broader context of the company's performance and market position in a competitive industry.

Related Party Transactions

• The transactions involve CD Financial, LLC, which is the record holder of the shares. The reporting person, Dean DeSantis, is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC. This establishes a related party relationship for the reported transactions.

Stakeholder Impact

• Shareholders: The disposal of a significant number of shares by a director and 10% owner, even if pre-planned, could lead to market speculation and potentially influence short-term share price movements.
• Company: The transaction itself does not directly impact the company's operations or financial health, as it is a secondary market transaction by an insider.

Key Dates

Recommendation

The filing details a significant, pre-planned disposal of shares by a director and 10% owner through a variable prepaid forward contract. While the transaction was structured in 2022 and settled favorably for the seller (above the cap price), the sheer volume of shares sold (562,500) by a key insider could introduce short-term market uncertainty. Investors should monitor future insider activity and company performance, but this specific transaction, being pre-arranged, does not inherently signal a change in the company's fundamental outlook, thus a 'hold' recommendation is appropriate.

Keywords

Celsius Holdings, CELH, Dean DeSantis, Insider Transaction, Form 4, Stock Sale, Prepaid Variable Forward, Equity Disposal, Director Transaction, Beneficial Ownership