DeSantis Dean 4
4 · Celsius Holdings, Inc. · Filed Jul 14, 2026
Research Summary
AI-generated summary of this filing
Celsius (CELH) 10% Owner Dean DeSantis Sells 450,000 Shares
What Happened
- Dean DeSantis, a 10% owner (manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust), transferred a total of 450,000 shares of Celsius Holdings (CELH) across three settlement dates as part of a prepaid variable forward (VPF) that was entered into on June 6, 2023. The Form 4 reports three disposals of 150,000 shares each on July 10, July 13 and July 14, 2026. Each tranche is listed at $46.25 per share (150,000 × $46.25 = $6,937,905), for reported proceeds totaling $20,813,715. The filing also lists corresponding derivative dispositions of 150,000 shares for each tranche at $0.00 (these reflect closing of the derivative obligations).
Key Details
- Transaction dates and reported amounts:
- July 10, 2026: 150,000 shares disposed @ $46.25 (reported $6,937,905) and 150,000 derivative units disposed @ $0.00
- July 13, 2026: 150,000 shares disposed @ $46.25 (reported $6,937,905) and 150,000 derivative units disposed @ $0.00
- July 14, 2026: 150,000 shares disposed @ $46.25 (reported $6,937,905) and 150,000 derivative units disposed @ $0.00
- Total shares transferred: 450,000; total reported proceeds: $20,813,715.
- Shares owned after transaction: not specified in the provided filing details.
- Notable footnotes:
- F1: DeSantis is manager/trustee; CD Financial LLC is the record holder and DeSantis shares voting and dispositive power.
- F2/F3: These transactions settled three tranches of a prepaid variable forward (VPF). Physical settlement applied because the VWAP on each tranche’s maturity date was below the contract Floor Price; CD transferred the shares to the buyer and no additional payment was due at settlement.
- Filing timeliness: Form 4 filed July 14, 2026. No late-filing flag (transactionTimeliness = 'L') was provided in the supplied record.
Context
- This was a physical settlement of a prepaid variable forward contract entered in 2023, not an open-market sale initiated on the reported dates; the derivative component was closed as part of the settlement. For retail investors, note that transactions by 10% owners often reflect structured or institutional arrangements (like VPFs) rather than routine executive trading, and do not necessarily signal a simple discretionary sale decision.
Insider Transaction Report
Form 4Exit
DeSantis Dean
Other
Transactions
- OtherSwap
Common Stock
[F2][F3][F1]2026-07-10$46.25/sh−150,000$6,937,905→ 13,282,396 total(indirect: See Footnote) - OtherSwap
Common Stock
[F2][F3][F1]2026-07-13$46.25/sh−150,000$6,937,905→ 13,132,396 total(indirect: See Footnote) - OtherSwap
Common Stock
[F2][F3][F1]2026-07-14$46.25/sh−150,000$6,937,905→ 12,982,396 total(indirect: See Footnote) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F1]2026-07-10−150,000→ 0 total(indirect: See Footnote)→ Common Stock (150,000 underlying) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F1]2026-07-13−150,000→ 0 total(indirect: See Footnote)→ Common Stock (150,000 underlying) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F1]2026-07-14−150,000→ 0 total(indirect: See Footnote)→ Common Stock (150,000 underlying)
Footnotes (3)
- [F1]The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.
- [F2]On July 10, 2026, July 13, 2026, and July 14, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.
- [F3]On the maturity dates for each tranche (July 9, 2026, July 10, 2026, and July 13, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.
Signature
/s/ Dean DeSantis|2026-07-14