Form 4: Celsius Holdings Director Settles Pre-Arranged Stock Sale, Disposing of Over 500,000 Shares

Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc., settled two tranches of a pre-arranged variable prepaid forward sale contract, disposing of a total of 519,594 shares of common stock at an effective price of $26.2379 per share.

Summary

• Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of two tranches of a variable prepaid forward sale (VPF) transaction.
• The VPF was originally entered into on July 5, 2022, with an unaffiliated third-party buyer.
• On June 3, 2025, 259,797 shares of CELH common stock were disposed of.
• On June 4, 2025, an additional 259,797 shares of CELH common stock were disposed of.
• The total number of shares disposed of across both transactions is 519,594.
• The shares were disposed of at an effective price of $26.2379 per share, as the volume-weighted average price on the settlement dates was greater than the contract's Cap Price.
• Following these transactions, the indirect beneficial ownership of Deborah DeSantis (through CD Financial LLC) stands at 18,317,770 shares.
• The transactions represent full physical settlement of the VPF tranches.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a routine Form 4 filing reporting a pre-arranged insider sale. While a large sale by a 10% owner could be seen negatively, it was part of a pre-existing contract and not a discretionary sale based on new information. The company received the maximum benefit from the contract terms.

Positives

• The transactions represent the orderly settlement of a pre-arranged financial contract, indicating planned liquidity management.
• The shares were disposed of at the Cap Price of $26.2379, indicating the market price at settlement was favorable (above the Cap Price).

Negatives

• A significant disposition of shares by a 10% owner and Director could be perceived negatively by some investors, although it was part of a pre-existing contract.
• The total indirect beneficial ownership of the reporting person decreased by 519,594 shares.

Risks

• No specific risks related to the company's operations or future performance are mentioned in this Form 4 filing, as it primarily reports insider transactions.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future performance or strategic outlook, as it is solely a report of insider transactions.

Industry Context

This Form 4 filing reports an insider transaction and does not provide information related to broader industry trends or competitive landscape within the beverage or energy drink sector. It reflects a pre-arranged financial settlement by a significant shareholder.

Related Party Transactions

• The reporting person, Deborah DeSantis, is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"). CDF is the record holder of the shares and the entity that entered into the VPF transaction. This indicates a transaction involving an entity closely related to a director and 10% owner.

Stakeholder Impact

• Shareholders: The disposition of shares by a significant insider could lead to minor short-term market reactions, though the pre-arranged nature mitigates concerns about insider sentiment. It provides clarity on the settlement of a long-standing financial instrument.
• Company: The company itself is not directly impacted financially by this insider transaction, as it involves existing shares on the open market or through private contract.

Next Steps

• No specific future actions or milestones for the company are mentioned in this Form 4 filing.
• The reporting person's remaining indirect beneficial ownership is 18,317,770 shares.

Key Dates

Recommendation

Keywords

Celsius Holdings, CELH, Form 4, Insider Trading, Stock Sale, Beneficial Ownership, Deborah DeSantis, Variable Prepaid Forward, VPF, Director, 10% Owner, Share Disposition