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

Deborah DeSantis, as trustee, settled three tranches of a prepaid variable forward sale transaction involving Celsius Holdings, Inc. common stock between May 13 and May 15, 2025.

Summary

• Deborah DeSantis, as trustee of the Carl DeSantis Revocable Trust, 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.
• Each tranche involved the delivery of 259,800 shares of Celsius Holdings, Inc. (CELH) common stock.
• The settlement price was greater than the cap price of $26.2379 on each of the settlement dates.
• The buyer paid CDF an amount in cash determined by a formula based on the share number and the difference between the settlement price and the floor price ($19.6784) or $6.5595 if the settlement price was greater than the cap price.

Sentiment

Score: 5

Explanation: The document is a routine regulatory filing related to the settlement of a previously established financial transaction. It doesn't inherently convey positive or negative sentiment about the company's prospects.

Industry Context

This filing relates to the settlement of a financial instrument (prepaid variable forward sale) used by insiders to manage their holdings in Celsius Holdings. These transactions are often used for hedging or monetization purposes.

Comparison to Industry Standards

• Prepaid variable forward sales are a relatively common strategy employed by corporate insiders to monetize or hedge their stock holdings without immediately triggering tax liabilities.
• Similar transactions have been undertaken by insiders at companies like Tesla (TSLA) and Amazon (AMZN), although the specific terms and conditions vary widely based on individual circumstances and market conditions.
• The pricing parameters (floor price, cap price) are negotiated between the insider and the counterparty, reflecting factors such as the company's stock volatility, interest rates, and the desired level of downside protection.

Stakeholder Impact

• The settlement of the VPF may have a minor impact on the float of CELH shares, but the overall impact is likely to be limited given the relatively small number of shares involved compared to the company's total outstanding shares.

Key Dates

Keywords

Celsius Holdings, CELH, Deborah DeSantis, prepaid variable forward sale, VPF, settlement, common stock, Carl DeSantis Revocable Trust, CD Financial LLC, transaction