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

Deborah DeSantis, a director 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

• Deborah DeSantis, a director at Celsius Holdings, Inc., 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 company in which DeSantis is a trustee, to the buyer.
• The buyer paid CDF an amount in 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 the three dates, the cash payment was determined by multiplying the Share Number (259,800) by $6.5595.
• Following these transactions, DeSantis indirectly beneficially owns 20,915,731 shares of Celsius Holdings, Inc.

Sentiment

Score: 6

Explanation: The document describes a routine transaction related to a pre-existing agreement. It doesn't inherently indicate positive or negative sentiment, but the director is reducing their position which could be seen as slightly negative.

Industry Context

This transaction reflects a director's execution of a pre-existing financial arrangement, which is a common practice for managing personal investment portfolios and can provide liquidity.

Comparison to Industry Standards

• Prepaid forward sales are often used by company insiders to monetize a portion of their holdings while maintaining some exposure to the company's future performance.
• Similar transactions have been undertaken by executives at companies like Tesla and Amazon to diversify their assets.
• The specific terms of the agreement, such as the floor and cap prices, are negotiated between the insider and the financial institution facilitating the transaction.

Stakeholder Impact

• The settlement of the VPF may have a minor impact on shareholders due to the transfer of shares.
• The transaction provides liquidity to the reporting person.

Key Dates

Keywords

Celsius Holdings, CELH, Deborah DeSantis, Prepaid Variable Forward Sale, VPF, Settlement, Director, CD Financial LLC, Share Transaction, Beneficial Ownership