DeSantis Dean 4

What Happened

• Dean DeSantis, a 10% owner of Celsius Holdings (CELH) and manager/trustee of the record holder CD Financial LLC/Carl DeSantis Revocable Trust, reported multiple dispositions related to a prepaid variable forward (VPF) entered June 6, 2023. The Form 4 lists six "other disposition (J)" entries: three for 150,000 shares at $46.25 per share (each showing $6,937,905) and three derivative disposition entries of 150,000 shares at $0.00. Footnotes clarify that physical settlement applied to each tranche, and CD transferred 150,000 shares per tranche (total 450,000 shares) without additional payment because the volume-weighted average price on each maturity date was below the contract floor price. This was a disposition (settlement) rather than a purchase.

Key Details

• Transaction dates: July 15, 16 and 17, 2026 (Form 4 filed July 17, 2026).
• Reported prices: $46.25 per share for three reported dispositions (each listed as $6,937,905) plus corresponding derivative entries showing $0.00; footnote states no additional payment at settlement.
• Shares transferred: 150,000 shares per tranche; total transferred = 450,000 shares.
• Ownership/authority: Reporting person is manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust, which holds the shares (shared voting and dispositive power).
• Shares owned after the transactions: Not specified in the provided excerpt of the filing.
• Late filing: No late filing indicated in the data provided.

Context

• A prepaid variable forward (VPF) is a financing arrangement where the seller may deliver shares at maturity in exchange for previously received proceeds; here, because the stock's VWAP on each tranche maturity was below the contract floor, the contract settled physically and shares were delivered without further cash.
• As a 10% owner transaction, this reflects activity by a major shareholder via a structured financing settlement rather than an ordinary open-market sale by an executive.