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 three tranches of 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 16, 2025, May 19, 2025, and May 20, 2025.
• Each tranche involved the delivery of 259,800 shares of CELH common stock by CD Financial LLC (CDF), a trust in which DeSantis has a beneficial interest.
• The buyer paid CDF an amount in cash based on a formula involving 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 the three dates, the cash payment was determined by multiplying the Share Number (259,800) by $6.5595.

Sentiment

Score: 5

Explanation: The document describes a pre-arranged transaction. It's neither particularly positive nor negative, but rather a planned financial maneuver.

Industry Context

The settlement of a prepaid variable forward sale transaction is a financial strategy often used by large shareholders to monetize a portion of their holdings while retaining some potential upside. The impact on the market depends on the size of the transaction relative to the company's market capitalization and trading volume.

Stakeholder Impact

• The settlement of the VPF may have a slight dilutive effect on existing shareholders due to the shares being released into the market.

Key Dates

Keywords

Celsius Holdings, CELH, Dean DeSantis, Prepaid Variable Forward Sale, VPF, Share Settlement, SEC Form 4, Beneficial Ownership