Form 4: Dean DeSantis Settles Fourth Tranche of Prepaid Variable Forward Sale Transaction

Dean DeSantis, as trustee, settled the fourth tranche of a prepaid variable forward sale transaction involving Celsius Holdings, Inc. common stock on May 12, 2025.

Summary

• On May 12, 2025, Dean DeSantis, as trustee of the Carl DeSantis Revocable Trust, settled the fourth tranche of a prepaid variable forward sale transaction (VPF) that was entered into on July 5, 2022.
• The VPF involved CD Financial LLC (CDF), which is 99% beneficially owned by the Carl DeSantis Revocable Trust.
• The settlement involved the delivery of Celsius Holdings, Inc. (CELH) common stock to an unaffiliated third-party buyer.
• The number of shares delivered was determined by a formula based on the volume-weighted average price of CELH common stock on the maturity date of the tranche.
• The formula included a Floor Price of $19.6784 and a Cap Price of $26.2379.
• On May 9, 2025, the Settlement Price was greater than the Cap Price, resulting in the transfer of a portion of the pledged shares.
• Following the reported transaction, the reporting person beneficially owns 22,474,531 shares indirectly.

Sentiment

Score: 5

Explanation: The document reports a routine transaction (settlement of a pre-existing agreement). It doesn't inherently indicate positive or negative sentiment.

Stakeholder Impact

• The transaction may have a minor impact on shareholders due to the change in beneficial ownership.
• The impact on other stakeholders (employees, customers, suppliers, creditors) is likely minimal.

Key Dates

Keywords

Celsius Holdings, CELH, Dean DeSantis, prepaid variable forward sale, VPF, CD Financial LLC, Carl DeSantis Revocable Trust, settlement, common stock, beneficial ownership, Form 4