Form 4: Celsius Holdings Director Settles Significant Variable Prepaid Forward Sale of Shares

Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc., settled two tranches of a pre-existing variable prepaid forward sale contract, resulting in the disposal of 519,594 shares of common stock.

Summary

• Deborah DeSantis, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported changes in beneficial ownership of common stock.
• The transactions involved the settlement of three tranches of a variable prepaid forward sale transaction (VPF) that was originally entered into on July 5, 2022, with an unaffiliated third-party buyer.
• On May 30, 2025, 259,797 shares of common stock were disposed of directly by CD Financial LLC (where the reporting person is a trustee of the Carl DeSantis Revocable Trust, holding a 99% beneficial interest), with a reported price of $26.2379 per share.
• Following this transaction, the indirect beneficial ownership of common stock decreased to 18,837,364 shares.
• On June 2, 2025, an additional 259,797 shares of common stock were disposed of directly by CD Financial LLC, also with a reported price of $26.2379 per share.
• The document states that following the June 2, 2025 transaction, the indirect beneficial ownership remained at 18,837,364 shares, which appears to be a discrepancy as it should have further decreased by 259,797 shares.
• The VPF settlement involved full physical delivery of shares. For these tranches, the settlement price on the maturity dates (May 29, 2025 and May 30, 2025) was greater than the Cap Price of $26.2379.
• As per the VPF terms, when the settlement price exceeded the Cap Price, CD Financial LLC transferred the shares and received cash equal to the product of the share number (259,797) and $6.5595 (which is the Cap Price minus the Floor Price of $19.6784).

Sentiment

Score: 5

Explanation: The sentiment is neutral. While it represents a significant disposal of shares by an insider, it is the settlement of a pre-existing, pre-planned variable prepaid forward contract, rather than a discretionary sale indicating a change in management's confidence in the company.

Negatives

• The disposal of a significant number of shares (519,594 in total) by a director and 10% owner, even if pre-planned, could be perceived negatively by some investors as it represents a reduction in insider ownership.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This document is an insider transaction report and does not provide information relevant to broader industry trends or competitor analysis.

Related Party Transactions

• The transactions involve Deborah DeSantis, a Director and 10% owner, through CD Financial LLC, which is beneficially owned by the Carl DeSantis Revocable Trust. The VPF was entered into with an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders: The disposal of a significant block of shares by a major insider could lead to a perception of reduced insider alignment, although it was a pre-planned contract settlement. The shares entering the market could exert minor downward pressure on the stock price in the short term.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, beneficial ownership, stock sale, variable prepaid forward, VPF, Deborah DeSantis