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Celsius Holdings, Inc.·4

Jul 14, 11:51 AM ET

DeSantis Deborah 4

Research Summary

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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.