Form 4: Deborah DeSantis Settles Fourth Tranche of Prepaid Variable Forward Sale Transaction in Celsius Holdings
SEC Form 4
Deborah DeSantis, as trustee, settled the fourth tranche of a prepaid variable forward sale transaction involving Celsius Holdings common stock on May 12, 2025.
Summary
- On May 12, 2025, Deborah 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 Celsius Holdings, Inc. (CELH) common stock.
- The settlement was with an unaffiliated third-party buyer.
- The fourth tranche involved the potential delivery of up to 259,800 shares of CELH common stock, adjusted for stock splits.
- 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 (Settlement Price) compared to a Floor Price of $19.6784 and a Cap Price of $26.2379.
- Since the Settlement Price on May 9, 2025, was greater than the Cap Price, CDF transferred a portion of the pledged shares according to the specified formula.
- Following the transaction, Deborah DeSantis indirectly owns 22,474,531 shares.
- Deborah DeSantis directly owns 213,335 shares at a price of $22.7927.
Sentiment
Score: 5
Explanation: This is a neutral report on a pre-arranged stock transaction. It doesn't inherently indicate positive or negative sentiment towards the company's prospects.
Industry Context
This transaction reflects a specific financial strategy employed by a major shareholder, and doesn't necessarily indicate broader trends in the beverage industry or the market for Celsius Holdings' products.
Stakeholder Impact
- The settlement of the VPF tranche could have a minor impact on the stock price due to the transfer of shares.
- The transaction primarily affects the reporting person's holdings and doesn't directly impact employees, customers, or suppliers.
Key Dates
| Date | Description |
|---|---|
| July 5, 2022 | Date the prepaid variable forward sale transaction (VPF) was entered into. |
| May 9, 2025 | Settlement Price date for the fourth tranche of the VPF. |
| May 12, 2025 | Date of settlement for the fourth tranche of the VPF. |
| May 6, 2025 to June 3, 2025 | Time period for the maturity of the VPF in twenty approximately equal tranches. |
Keywords
Celsius Holdings, CELH, Deborah DeSantis, Prepaid Variable Forward Sale, VPF, Settlement, Carl DeSantis Revocable Trust, CD Financial LLC, Shares, Transaction
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