Celsius Holdings Insider Sell‑Offs Surge: Two Co‑owners Dump 120,000 Shares Daily at $38.79 Amid High Valuation Concerns

Insider Selling Ramp‑Up at Celsius Holdings: What It Means for Shareholders

A string of recent Form 4 filings shows that Carl De Santis Dean—through his holding vehicle, CD Financial LLC—has sold 120,000 shares of Celsius Holdings (CELH) each day from January 15 to January 21, 2026. The sales were executed at roughly $38.79 per share, a level that sits well below the current market price of $55.37, yet still above the 52‑week low of $21.10. The same series of transactions is mirrored by co‑owner William Milmoe H. McGowan, underscoring a coordinated exit strategy.

The broader context is that the company’s share price has fallen 16 % from its October 2025 peak but remains roughly 30 % above its historic low. Valuation metrics are striking: a P/E of 434.37 and a P/B of 11.33 suggest that investors are still pricing in future upside, even as the stock has been under pressure. The recent sell‑offs by insiders therefore carry mixed implications.

Implications for Investors

1. Liquidity Pressure vs. Confidence The repeated sales suggest the owners are seeking liquidity, perhaps to fund other ventures or to rebalance their portfolios. While short‑term share price could dip if the market absorbs the selling pressure, the current price‑to‑earnings premium hints that the market still expects substantial growth. Investors should monitor whether the selling is a one‑off liquidation or the start of a sustained divestiture.

2. Signal of Internal Sentiment Insider selling can be a bearish signal, but it can also reflect personal financial planning rather than a view on company prospects. The fact that both owners are disposing of identical block sizes in perfect synchrony points to a strategic decision rather than panic. Analysts may interpret this as a “portfolio re‑balancing” move rather than a confidence downgrade.

3. Impact on Shareholder Equity With the company’s market cap at $14.02 billion, a 120,000‑share sell represents only 0.0008 % of outstanding shares. Even a cumulative sale of 840,000 shares over the week would be negligible from a dilution perspective. However, consistent insider sales can erode long‑term shareholder confidence if perceived as a lack of faith in the company’s future.

What This Could Mean for Celsius’s Future

• Operational Momentum: Celsius has been expanding its distribution channels, but the high valuation implies investors are already pricing in growth. If insider selling continues without a corresponding decline in fundamentals, the stock could maintain its current trajectory or even rebound if the market overreacts to the sales.

• Strategic Funding: The proceeds from sales could enable Celsius to invest in research and development or acquire complementary brands. If insiders are using the cash to fund future growth, the long‑term outlook may stay positive.

• Governance and Transparency: Continued insider transactions require robust disclosure. If the company can transparently link the proceeds to strategic initiatives, shareholder sentiment may remain stable.

Profile of De Santis Dean

De Santis Dean’s transaction history since December 2025 reveals a pattern of consistent block‑size sales of 120,000 shares on a daily basis during the winter months. Each sale is paired with an identical “Variable Prepaid Forward Sale Contract” (VPF) that obligates CD Financial to deliver the same number of shares to a third‑party buyer. The VPF mechanism effectively locks in a price floor (≈$29.09) and a cap (≈$38.79), ensuring the owner can realize a predetermined return irrespective of market swings. This structure indicates a disciplined, arbitrage‑oriented approach rather than opportunistic selling.

The owner’s ownership stake—through CD Financial—holds a 99 % beneficial interest in the trust that ultimately controls the shares, suggesting that the sales are likely part of a larger financial strategy (e.g., debt refinancing or portfolio diversification). Historically, De Santis Dean has avoided large, sporadic sales; instead, the pattern points to systematic, risk‑managed divestments.

Conclusion

The current insider sell‑off at Celsius Holdings is a noteworthy event, but its impact on the stock price and long‑term prospects is likely limited if the underlying business fundamentals remain solid. Investors should watch for any accompanying corporate announcements—such as new product launches, channel expansions, or capital‑raising activities—that could explain the proceeds and justify the pricing. For those holding CELH, the recent sales by De Santis Dean and McGowan suggest a temporary liquidity move rather than a fundamental shift in the company’s trajectory.