Form 4: Celsius Holdings Insider Settles Forward Sale Contract

Deborah DeSantis, a 10% owner of Celsius Holdings, Inc., settled tranches of a prepaid variable forward sale contract, resulting in the transfer of 562,500 shares of common stock.

Summary

• Deborah DeSantis, a 10% owner and trustee of the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale contract (VPF) with an unaffiliated third-party buyer.
• The VPF was originally entered into on November 3, 2022, and the transactions were made pursuant to a Rule 10b5-1(c) plan.
• The settlements occurred on November 21, 2025, November 24, 2025, and November 25, 2025.
• For each of the three tranches, 187,500 shares of CELH common stock were delivered, totaling 562,500 shares.
• The settlement price for each tranche (on November 20, 2025, November 21, 2025, and November 24, 2025) was greater than the Cap Price of $37.0234.
• CD Financial, LLC (CD), which is 99% beneficially owned by the Carl DeSantis Revocable Trust, was obligated to deliver the shares and received cash payments based on the contract terms.
• Following these transactions, the indirect beneficial ownership of common stock held by the reporting person through CD Financial, LLC decreased from an initial 17,910,867 shares to 17,348,367 shares.

Sentiment

Score: 6

Explanation: The transaction represents the settlement of a pre-existing variable prepaid forward sale contract, indicating a planned reduction in a portion of the insider's holdings rather than a reactive sale. The settlement price being above the cap price suggests a favorable outcome for the seller based on the contract terms. However, any significant insider selling, even if planned, can sometimes be viewed with slight caution by the market.

Positives

• The settlement price for all tranches was greater than the Cap Price of $37.0234, indicating a favorable market price for the shares at the time of settlement based on the contract terms.
• The transaction was part of a pre-arranged plan (Rule 10b5-1(c)), suggesting a structured approach to managing holdings rather than an immediate reaction to market conditions.

Negatives

• A significant number of shares (562,500) were disposed of by a 10% owner, which could be perceived as a reduction in insider confidence, although it was part of a pre-existing contract.

Risks

• The disposal of a substantial number of shares by a 10% owner, even if pre-planned, could lead to negative market perception regarding insider confidence in the company's future prospects.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The disposal of 562,500 shares by a 10% owner could be perceived as a slight negative, though the pre-planned nature mitigates immediate concerns about insider confidence.

Key Dates

Recommendation

This Form 4 reports the settlement of a pre-existing, pre-planned variable prepaid forward sale contract by a significant insider. While it involves the disposal of a substantial number of shares, it was not a discretionary sale based on new information. The fact that the settlement price was above the cap price indicates a favorable outcome for the seller under the terms of the contract. This type of transaction typically has a neutral to slightly negative impact on sentiment, but does not fundamentally alter the investment thesis for Celsius Holdings. Investors should continue to monitor the company's operational performance and broader market trends rather than reacting solely to this pre-scheduled insider transaction.

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, stock sale, variable prepaid forward, VPF, Deborah DeSantis, 10b5-1 plan