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Celsius Holdings, Inc.·4

Jul 14, 11:50 AM ET

DeSantis Dean 4

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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.