Form 4: Celsius Holdings Director Settles Pre-Arranged Forward Sale, Disposing of Over 779,000 Shares

Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc., has reported the settlement of three tranches of a pre-arranged variable prepaid forward sale contract, resulting in the disposition of 779,391 shares of common stock.

Summary

• Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the disposition of common stock through the settlement of a Variable Prepaid Forward Sale (VPF) contract.
• The VPF was originally entered into on July 5, 2022, with an unaffiliated third-party buyer.
• Three tranches of the VPF were settled via full physical settlement on May 27, 2025, May 28, 2025, and May 29, 2025.
• For each of these three tranches, 259,797 shares of CELH common stock were delivered, totaling 779,391 shares disposed across the three dates.
• The shares were held indirectly by CD Financial LLC (CDF), where the Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF.
• The settlement price for each tranche was greater than the Cap Price of $26.2379, resulting in CDF receiving cash equal to the Share Number multiplied by $6.5595 (the difference between the Cap Price and the Floor Price of $19.6784).
• Following these transactions, the indirect beneficial ownership of Deborah DeSantis through CDF decreased from 19,876,552 shares to 19,356,958 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a pre-planned insider transaction (Rule 10b5-1 plan) for liquidity purposes, rather than an opportunistic sale based on new information. While a large disposition, its pre-arranged nature mitigates negative signaling.

Positives

• The transactions were executed pursuant to a pre-arranged Rule 10b5-1(c) plan, indicating a structured and pre-planned approach to liquidity rather than an opportunistic sale based on new information.
• The insider received cash proceeds from the sale of shares, providing liquidity to the Carl DeSantis Revocable Trust.

Negatives

• A significant volume of shares (779,391) were disposed of by a director and 10% owner, which could be perceived by some investors as a negative signal, despite being pre-arranged.
• The disposition increases the public float of Celsius Holdings shares.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Celsius Holdings' future performance or operations.

Industry Context

This Form 4 filing details a routine insider transaction (settlement of a pre-arranged forward sale contract) and does not provide broader industry context or trends. Such transactions are common for long-term shareholders seeking liquidity or portfolio diversification.

Stakeholder Impact

• Shareholders: The disposition of a significant number of shares by a 10% owner could lead to a slight increase in the public float. While pre-arranged, some investors might view large insider sales with caution.
• Company: The transaction does not directly impact the company's operations or financial health, as it is a secondary market transaction between the insider and a third party.

Key Dates

Keywords

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