DeSantis Deborah 4
4 · Celsius Holdings, Inc. · Filed Jul 17, 2026
Research Summary
AI-generated summary of this filing
Celsius (CELH) 10% Owner Deborah DeSantis Sells 450,000 Shares
What Happened
- Deborah DeSantis (reported as a 10% owner; manager/trustee for the record holder CD Financial LLC) transferred a total of 450,000 shares of Celsius Holdings (CELH) across three tranches as part of the settlement of a previously entered prepaid variable forward (VPF). The Form 4 lists three disposals of 150,000 shares on July 15, 16 and 17, 2026 at $46.25 per share (each tranche reported proceeds of $6,937,905, total ≈ $20,813,715). The filing also shows corresponding derivative disposition entries at $0 per share reflecting physical settlement.
Key Details
- Transaction dates and prices: 150,000 shares disposed on 7/15/2026, 150,000 on 7/16/2026, 150,000 on 7/17/2026; price reported $46.25 per share; per-tranche proceeds reported $6,937,905; total reported proceeds ≈ $20,813,715.
- Derivative entries: Each tranche also shows a derivative disposition at $0 — the result of physical settlement of the VPF (see footnote).
- Filing code: Transactions reported as “Other acquisition or disposition” (code J).
- Shares owned after transaction: Not specified in this Form 4 (CD Financial LLC remains the record holder; Reporting Person shares voting/dispositive power per footnote).
- Footnotes: F1—Reporting person is manager/trustee for CD Financial LLC (record owner). F2—These transfers settled three tranches of a VPF entered June 6, 2023. F3—Physical settlement occurred because the VWAP on each maturity date was below the contract Floor Price, so shares were delivered without additional cash from the buyer.
- Timeliness: The filing date (7/17/2026) and report period (through 7/15/2026) are shown; the Form 4 does not indicate a late filing status.
Context
- These transfers were settlements of a pre-existing financing instrument (a prepaid variable forward) rather than an open-market sale, which means they reflect contract terms (physical settlement) rather than an immediate discretionary sale by an executive. For retail investors, note this is a 10% owner/institutional-related transaction — informative about ownership changes but not necessarily a direct signal of management’s view of the stock.
Insider Transaction Report
Form 4Exit
DeSantis Deborah
Other
Transactions
- OtherSwap
Common Stock
[F2][F3][F1]2026-07-15$46.25/sh−150,000$6,937,905→ 12,832,396 total(indirect: See Footnote) - OtherSwap
Common Stock
[F2][F3][F1]2026-07-16$46.25/sh−150,000$6,937,905→ 12,682,396 total(indirect: See Footnote) - OtherSwap
Common Stock
[F2][F3][F1]2026-07-17$46.25/sh−150,000$6,937,905→ 12,532,396 total(indirect: See Footnote) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F1]2026-07-15−150,000→ 0 total(indirect: See Footnote)→ Common Stock (150,000 underlying) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F1]2026-07-16−150,000→ 0 total(indirect: See Footnote)→ Common Stock (150,000 underlying) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F1]2026-07-17−150,000→ 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 15, 2026, July 16, 2026, and July 17, 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 14, 2026, July 15, 2026, and July 16, 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/ Deborah DeSantis|2026-07-17