Celsius Holdings 10% owner delivers 900k shares, retains 6.3m stake
Rhea-AI Filing Summary
Form 4 snapshot: On 9 July 2025, William H. Milmoe – co-personal representative of the Estate of Carl DeSantis and a 10 % owner of Celsius Holdings (CELH) – reported the physical settlement of three tranches of a variable prepaid forward (VPF) originally executed on 1 Aug 2022.
- Settlement dates: 7 Jul, 8 Jul and 9 Jul 2025.
- Shares delivered: 300,000 CELH shares per tranche, totalling 900,000 shares.
- Settlement mechanics: Because the stock’s settlement price exceeded the $40.1588 cap, GRAT 1, LLC (the estate’s entity) delivered the shares and received cash equal to 300,000 × $10.0397 for each tranche (≈ $3.0 m per tranche).
- Post-transaction holdings: Indirect beneficial ownership declined from roughly 7.2 m to 6.3 m shares, but the estate still exceeds the 10 % threshold.
- Transaction code J/K: Indicates derivative-linked, non-open-market settlement under a pre-existing contract rather than discretionary insider selling.
Investor take-away: The filing documents a planned delivery of shares tied to a 2022 derivative agreement; it does not signal a change in management sentiment. While the 900 k-share reduction equates to only ~0.4 % of CELH’s basic shares outstanding, continued VPF maturities could add incremental supply. The estate remains a significant long-term holder, mitigating concerns about a full exit.
Positive
- Insider alignment maintained: Reporting person still holds approximately 6.3 million CELH shares, remaining a significant long-term stakeholder.
- Pre-planned transaction: Sales were executed under a 2022 VPF contract, reducing the likelihood of negative signaling related to company outlook.
Negative
- Sizeable share delivery: 900,000 shares (≈0.4 % of shares outstanding) were transferred, modestly increasing public float.
- Stake reduction: Estate’s indirect holdings declined by about 12.5 %, pointing to ongoing monetisation that could continue with future VPF tranches.
Insights
TL;DR Planned VPF settlement trims estate’s stake by 900 k shares; limited market impact but watch future tranches.
The disclosed sales stem from a variable prepaid forward signed in 2022, not opportunistic insider selling. Although the estate monetised ~US$9 m and reduced its holdings by ~12.5 % (900 k of ~7.2 m shares), it still controls 6.3 m shares, remaining above the 10 % owner threshold. The delivered shares equal roughly 0.4 % of CELH’s outstanding float, so near-term supply pressure should be modest. Because the settlement occurred at the cap price of $40.1588, upside sharing above that level is capped, suggesting the estate continues to hedge exposure. Overall impact is neutral: the transaction was pre-programmed, does not alter company fundamentals, and leaves a substantial insider position outstanding.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 300,000 | $0.00 | $0.00 |
| Other | Common Stock | 300,000 | $40.1588 | $12.05M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 300,000 | $0.00 | $0.00 |
| Other | Common Stock | 300,000 | $40.1588 | $12.05M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 300,000 | $0.00 | $0.00 |
| Other | Common Stock | 300,000 | $40.1588 | $12.05M |
Footnotes (4)
- F1. The Reporting Person is one of the two personal representatives of the Estate of Carl DeSantis, which holds a one hundred percent (100%) beneficial ownership interest in GRAT 1, LLC ("GRAT 1"). Accordingly, the Reporting Person has shared voting and dispositive control over the shares held by GRAT 1, LLC..
- F2. On July 7, 2025, July 8, 2025, and July 9, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 elected full physical settlement.
- F3. In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on July 3, 2025, July 7, 2025, and July 8, 2025), and (ii) the buyer to pay GRAT 1 an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $10.0397.
- F4. On each of July 3, 2025, July 7, 2025, and July 8, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above.
AI-generated analysis. How Rhea-AI works. Not financial advice.
