Form 4: Dean DeSantis Settles Prepaid Variable Forward Sale Transaction with Celsius Holdings, Inc.

Dean DeSantis, a director and 10% owner of Celsius Holdings, Inc., settled a prepaid variable forward sale transaction, resulting in the transfer of shares and receipt of cash.

Summary

• Dean DeSantis, a director and 10% owner of Celsius Holdings, Inc. (CELH), settled three tranches of a prepaid variable forward sale transaction (VPF) with an unaffiliated third-party buyer.
• The VPF was initially entered into on July 5, 2022.
• The settlements occurred on May 13, 2025, May 14, 2025, and May 15, 2025.
• CDF, owned 99% by the Carl DeSantis Revocable Trust, elected full physical settlement for these tranches.
• Each tranche involved CDF delivering 259,800 shares of CELH common stock to the buyer.
• The buyer paid CDF cash based on a formula involving the volume-weighted average price of CELH common stock on the maturity date (Settlement Price), a Floor Price of $19.6784, and a Cap Price of $26.2379.
• Since the Settlement Price was greater than the Cap Price on each of May 12-May 14, 2025, the cash payment was calculated using a fixed amount of $6.5595 per share.

Sentiment

Score: 5

Explanation: The document describes a routine settlement of a pre-existing financial agreement. It is neither particularly positive nor negative.

Industry Context

This transaction is a specific financial arrangement between an individual shareholder and a third party, and its broader industry context is limited without further information on similar transactions or their prevalence.

Key Dates

Keywords

Celsius Holdings, CELH, Dean DeSantis, Prepaid Variable Forward Sale, VPF, Settlement, Share Transaction, Director, 10% Owner