Form 4: Celsius Holdings Insider Settles Forward Sale

A director and 10% owner of Celsius Holdings, Deborah DeSantis, settled three tranches of a prepaid variable forward sale contract, delivering 360,000 shares of common stock.

Summary

• Deborah DeSantis, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a prepaid variable forward sale contract (VPF).
• The VPF was originally entered into on January 19, 2023, by CD Financial LLC ("CD"), an entity managed by Ms. DeSantis, with an unaffiliated third-party buyer.
• Three tranches of the VPF were settled on January 13, 2026, January 14, 2026, and January 15, 2026.
• For each of these three tranches, CD elected full physical settlement, obligating it to deliver 120,000 shares of CELH common stock (adjusted for stock splits) to the buyer.
• A total of 360,000 shares of CELH common stock were delivered across the three settlement dates.
• The buyer paid CD cash based on a formula tied to the volume-weighted average price (Settlement Price) on the maturity date of each tranche.
• The cash payment formula stipulated that if the Settlement Price was between $29.0933 (Floor Price) and $38.7911 (Cap Price), CD received the product of the Share Number and (Settlement Price Floor Price).
• If the Settlement Price was greater than the Cap Price, CD would receive the product of the Share Number and $9.6978.
• For all three maturity dates (January 12, 13, and 14, 2026), the Settlement Price was greater than the Floor Price but less than the Cap Price.
• Following these transactions, the indirect beneficial ownership of CD Financial LLC (managed by Ms. DeSantis) decreased from 12,922,396 shares to 12,682,396 shares.

Sentiment

Score: 5

Explanation: The filing reports the settlement of a pre-existing variable prepaid forward sale contract by a significant insider. While it represents a reduction in beneficial ownership, the transaction was pre-planned and not a discretionary open-market sale, which mitigates negative sentiment, leading to a neutral score.

Positives

• The transaction was part of a pre-planned contract (Rule 10b5-1(c)), indicating a structured disposition rather than a reactive, discretionary sale.

Negatives

• Reduction in indirect beneficial ownership by a significant insider (Director and 10% Owner) by a total of 360,000 shares.

Risks

• Potential negative market perception associated with insider selling, even if pre-planned.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The reduction in indirect insider ownership by a Director and 10% Owner could be perceived negatively, although the pre-planned nature of the transaction lessens the impact compared to an unexpected open-market sale.

Key Dates

Recommendation

This Form 4 reports the settlement of a pre-existing variable prepaid forward sale contract by a significant insider, resulting in a reduction of their indirect beneficial ownership. As the transaction was pre-planned and not a discretionary open-market sale, it does not fundamentally alter the investment thesis for Celsius Holdings. Investors should monitor future insider activity and company performance, but this specific filing does not provide a strong signal for a change in investment strategy.

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, stock sale, Deborah DeSantis, variable prepaid forward, Rule 10b5-1(c)