DeSantis Deborah 4
4 · Celsius Holdings, Inc. · Filed Jul 14, 2026
Research Summary
AI-generated summary of this filing
Celsius (CELH) 10% Owner Deborah DeSantis Sells 450,000 Shares
What Happened
Deborah DeSantis, a 10% owner (manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust), disposed of a total of 450,000 shares of Celsius Holdings (CELH) across three transactions in July 2026. The filing shows three share dispositions of 150,000 shares each (July 10, July 13, July 14) reported at $46.25 per share (each tranche reported value $6,937,905; aggregate reported value $20,813,715). The filing also reports corresponding derivative dispositions (three items of 150,000 at $0.00) reflecting termination/settlement of the derivative contracts.
Key Details
- Transaction dates and reported prices:
- July 10, 2026 — 150,000 shares @ $46.25 (Disposed) and derivative item 150,000 @ $0.00
- July 13, 2026 — 150,000 shares @ $46.25 (Disposed) and derivative item 150,000 @ $0.00
- July 14, 2026 — 150,000 shares @ $46.25 (Disposed) and derivative item 150,000 @ $0.00
- Total shares transferred: 450,000 common shares; total reported value (sums shown on Form 4): $20,813,715.
- Shares owned after transaction: Not specified in the Form 4 provided.
- Footnotes: These dispositions settled three tranches of a prepaid variable forward (VPF) entered June 6, 2023. For each tranche, physical settlement applied because the volume-weighted average price at maturity was below the VPF Floor Price; accordingly, CD transferred the shares to the buyer and no additional payment from the buyer was required at settlement.
- Insider status: Reporting person is a 10% owner (institutional/beneficial owner), not an indication of executive-level trading; CD Financial LLC is the record holder and DeSantis shares voting and dispositive power per the filing.
- Filing date: Form 4 was filed July 14, 2026 (transactions occurred July 10–14, 2026). The filing does not indicate lateness.
Context
These transactions reflect the physical settlement of a previously entered prepaid variable forward agreement rather than an open-market sale initiated for immediate cash proceeds. For retail investors, note that settlements of structured forward contracts often involve transferring shares as contract fulfillment and do not necessarily signal the same motivational signals as a routine open-market sale by an executive.
Insider Transaction Report
- 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.