DeSantis Deborah 4

What Happened
Deborah DeSantis, a 10% owner of Celsius Holdings (manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust), disposed of CELH shares as the counterparty settled three tranches of a prepaid variable forward (VPF). Each tranche involved delivery of 120,000 shares (three tranches = 360,000 shares) with cash received of roughly $4.65M per tranche—about $13.96M total. The filing shows cash receipts for the transactions and separate derivative-disposition entries at $0.00 reflecting the physical settlement of the VPF (delivery of shares).

Key Details

• Transaction dates and amounts:
  • 2026-01-16: Delivered 120,000 shares and received ~$4,654,932
  • 2026-01-20: Delivered 120,000 shares and received ~$4,654,932
  • 2026-01-21: Delivered 120,000 shares and received ~$4,654,932
  • Each tranche also shows a derivative disposition entry at $0.00 (reflecting settlement/delivery under the VPF).
• Total shares disposed: 360,000 CELH shares; total cash received: ~ $13.96 million.
• Shares owned after transaction: Not specified in this Form 4 filing.
• Notable footnotes:
  • The reporting person manages CD Financial LLC and is trustee of the Carl DeSantis Revocable Trust; CD is the record holder and the reporting person shares voting and dispositive power (F1).
  • These disposals were full physical settlements of three tranches of a VPF entered Jan 19, 2023; each tranche matured in mid-Jan 2026 and CD elected physical settlement (F2–F4).
  • Cash paid by the buyer was determined by the VPF formula (Settlement Price relative to a Floor and Cap); for these tranches the Settlement Price was between the Floor and Cap (F3–F4).
• Filing timeliness: Form filed 2026-01-21; the filing does not state that it is late.

Context

• A prepaid variable forward (VPF) is a financing/hedging arrangement: the seller receives cash up front (or on settlement) and, on maturity, either delivers shares or settles in cash per a formula. Here CD elected full physical settlement, so shares were delivered and cash was paid per the contract formula.
• This transaction is by a 10% owner via an affiliated record holder (CD), not a routine open-market sale by an executive; derivative-line items ($0.00) represent settling the forward contract rather than a separate free gift or option exercise.
• The filing is factual and does not state the reporting person’s motivations; purchases are typically more informative than sales, and this is a contractual settlement rather than an indication of new insider buying.