DeSantis Deborah 4

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.