Form 4: Deborah DeSantis Reports Celsius Holdings Stock Transactions
SEC Form 4
Deborah DeSantis, a director of Celsius Holdings, reports transactions related to a prepaid variable forward sale contract.
Summary
- Deborah DeSantis, a director of Celsius Holdings, filed a Form 4 detailing transactions related to a prepaid variable forward sale transaction (VPF).
- The transactions occurred between May 7, 2025, and May 9, 2025.
- These transactions involved the settlement of the first three tranches of a VPF entered into on July 5, 2022, with an unaffiliated third-party buyer.
- The VPF obligated CD Financial LLC (CDF), in which DeSantis is a trustee, to deliver shares of Celsius common stock.
- The number of shares delivered for each tranche was determined by a formula based on the volume-weighted average price of Celsius common stock on the maturity date.
- The settlement price was greater than the cap price on each of May 6-May 8, 2025, resulting in CDF transferring a portion of the pledged shares to the buyer.
Sentiment
Score: 5
Explanation: This is a neutral disclosure of stock transactions. It doesn't inherently indicate positive or negative sentiment about the company's prospects.
Industry Context
This filing is a routine disclosure of stock transactions by a company insider, which is common in the beverage industry and other publicly traded sectors. It provides transparency into the trading activities of key personnel.
Comparison to Industry Standards
- Form 4 filings are standard practice for publicly traded companies like Celsius Holdings, similar to filings made by executives at Coca-Cola (KO), PepsiCo (PEP), and Keurig Dr Pepper (KDP).
- The prepaid variable forward sale transaction is a more complex financial instrument, but its disclosure aligns with regulatory requirements for transparency in insider trading, comparable to disclosures related to options exercises or stock grants at other companies.
Stakeholder Impact
- The transactions 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 negligible.
Key Dates
| Date | Description |
|---|---|
| 07/05/2022 | Date of the prepaid variable forward sale transaction (VPF) agreement. |
| 05/06/2025 | Settlement Price was greater than the Cap Price. |
| 05/07/2025 | Settlement Price was greater than the Cap Price; CDF settled the first tranche of the VPF. |
| 05/08/2025 | Settlement Price was greater than the Cap Price; CDF settled the second tranche of the VPF. |
| 05/09/2025 | Settlement Price was greater than the Cap Price; CDF settled the third tranche of the VPF; Date of report. |
| 06/03/2025 | Final maturity date of the VPF (occurring in twenty approximately equal tranches from May 6, 2025 to June 3, 2025). |
Keywords
Celsius Holdings, CELH, Deborah DeSantis, Form 4, Prepaid Variable Forward Sale, Stock Transaction, Beneficial Ownership, Securities
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