Form 4 for CELH Celsius Holdings, Inc.
Accepted 2025-05-09 00:00:00 ET · period of report 2025-05-07 · accession 0001829126-25-003537 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2025-05-09 | 2025-05-07+ | CELH | Milmoe William H. | 10% | J - Other | $23.02 | -633.7K | 22.69M | -3% | -$14.59M |
| DMI | 2025-05-09 | 2025-05-07+ | CELH | Milmoe William H. | 10% | J - Other | $0.00 | -779.4K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-05-08 | J | D | 211,620 | $22.98 | 22,899,727 | I See Footnote | — | — | (F1) The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. |
| 2 | Common | Common Stock | 2025-05-07 | J | D | 210,242 | $23.13 | 23,111,347 | I See Footnote | — | — | (F1) The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. |
| 3 | Common | Common Stock | 2025-05-09 | J | D | 211,861 | $22.95 | 22,687,866 | I See Footnote | — | — | (F1) The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. |
| 4 | Derivative | Variable Prepaid Forward Sale Contract (obligation to sell) | 2025-05-07 | J | D | 259,800 | $0.00 | 0 | I See Footnote | — · — to — | 259,800 Common Stock | (F3) If the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was: (a) less than or equal to $19.6784 (the "Floor Price"), CDF would deliver to the buyer all of the Pledged Shares for that tranche; (b) greater than the Floor Price but less than or equal to $26.2379 (the "Cap Price), CDF would deliver to the buyer the number of shares equal to all of the Pledged Shares for that tranche multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price; or (c) greater than the Cap Price, CDF would deliver to the buyer the number of shares equal to all of Pledged Shares for that tranche multiplied by a fraction, the numerator of which is the Floor Price plus the excess of Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. (F2) On May 7, 2025, May 8, 2025, and May 9, 2025, CDF settled the first three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied. The contract for the VPF obligated CDF to, for each such tranche, deliver to the buyer up to 259,800 shares (adjusted for stock splits) of CELH common stock (the "Pledged Shares") T+1 following the maturity of the VPF (occurring in twenty approximately equal tranches from May 6, 2025 to June 3, 2025). In physical settlement of these three tranches of the VPF, the number of Pledged Shares to be delivered for each tranche was to be determined according to the following formula. (F4) On each of May 6-May 8, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a portion of the Pledged Shares pursuant to the formula above. (F1) The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. |
| 5 | Derivative | Variable Prepaid Forward Sale Contract (obligation to sell) | 2025-05-08 | J | D | 259,800 | $0.00 | 0 | I See Footnote | — · — to — | 259,800 Common Stock | (F3) If the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was: (a) less than or equal to $19.6784 (the "Floor Price"), CDF would deliver to the buyer all of the Pledged Shares for that tranche; (b) greater than the Floor Price but less than or equal to $26.2379 (the "Cap Price), CDF would deliver to the buyer the number of shares equal to all of the Pledged Shares for that tranche multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price; or (c) greater than the Cap Price, CDF would deliver to the buyer the number of shares equal to all of Pledged Shares for that tranche multiplied by a fraction, the numerator of which is the Floor Price plus the excess of Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. (F2) On May 7, 2025, May 8, 2025, and May 9, 2025, CDF settled the first three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied. The contract for the VPF obligated CDF to, for each such tranche, deliver to the buyer up to 259,800 shares (adjusted for stock splits) of CELH common stock (the "Pledged Shares") T+1 following the maturity of the VPF (occurring in twenty approximately equal tranches from May 6, 2025 to June 3, 2025). In physical settlement of these three tranches of the VPF, the number of Pledged Shares to be delivered for each tranche was to be determined according to the following formula. (F4) On each of May 6-May 8, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a portion of the Pledged Shares pursuant to the formula above. (F1) The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. |
| 6 | Derivative | Variable Prepaid Forward Sale Contract (obligation to sell) | 2025-05-09 | J | D | 259,800 | $0.00 | 0 | I See Footnote | — · — to — | 259,800 Common Stock | (F3) If the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was: (a) less than or equal to $19.6784 (the "Floor Price"), CDF would deliver to the buyer all of the Pledged Shares for that tranche; (b) greater than the Floor Price but less than or equal to $26.2379 (the "Cap Price), CDF would deliver to the buyer the number of shares equal to all of the Pledged Shares for that tranche multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price; or (c) greater than the Cap Price, CDF would deliver to the buyer the number of shares equal to all of Pledged Shares for that tranche multiplied by a fraction, the numerator of which is the Floor Price plus the excess of Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. (F2) On May 7, 2025, May 8, 2025, and May 9, 2025, CDF settled the first three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied. The contract for the VPF obligated CDF to, for each such tranche, deliver to the buyer up to 259,800 shares (adjusted for stock splits) of CELH common stock (the "Pledged Shares") T+1 following the maturity of the VPF (occurring in twenty approximately equal tranches from May 6, 2025 to June 3, 2025). In physical settlement of these three tranches of the VPF, the number of Pledged Shares to be delivered for each tranche was to be determined according to the following formula. (F4) On each of May 6-May 8, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a portion of the Pledged Shares pursuant to the formula above. (F1) The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. |