Welcome to our dedicated page for Celsius Holdings SEC filings (Ticker: CELH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Form 4 filing overview (CELH, 14 Jul 2025): 10% owner Dean DeSantis, acting as co-representative of the Estate of Carl DeSantis, reported the physical settlement of three tranches of a prepaid variable forward sale (VPF) originally executed on 1 Aug 2022 by GRAT 1, LLC.
- Dates settled: 10 Jul 2025, 11 Jul 2025, 14 Jul 2025
- Shares delivered: 300,000 per tranche, total 900,000 CELH common shares (adjusted for splits)
- Settlement mechanics: Buyer paid cash based on a formula; because the volume-weighted average price on each maturity date exceeded the Cap Price of $40.1588, GRAT 1 received the maximum per-share cash amount (Cap–Floor spread of $10.0397).
- Price reference: Cap Price stated as $40.1588; no per-share sale price reported beyond formula disclosure.
- Post-transaction holdings: Indirect ownership via GRAT 1 fell from 6.0 million to 5.4 million shares.
- Ownership status: Shares are held indirectly; reporting person maintains shared voting and dispositive power.
The filing documents a planned, derivative-linked disposition by a large insider rather than an open-market sale, but it nonetheless reduces insider exposure by 15%. No new derivative positions were opened; the VPF obligations are now fully settled for these tranches.
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.