DeSantis Dean 4
4 · Celsius Holdings, Inc. · Filed Jul 22, 2026
Research Summary
AI-generated summary of this filing
Celsius (CELH) 10% Owner DeSantis Sells 450,000 Shares
What Happened
- DeSantis Dean, the manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust (a 10% owner), reported the disposition of 150,000 CELH shares on each of July 20, July 21 and July 22, 2026 — a total of 450,000 shares. The Form 4 lists each tranche at $46.25 per share (each tranche reported as $6,937,905; aggregate reported amount ~$20,813,715).
- These transfers were not routine open-market sales but the physical settlement of three tranches of a prepaid variable forward (VPF) entered into on June 6, 2023. The filing also shows corresponding derivative dispositions recorded at $0, reflecting settlement of the VPF positions.
Key Details
- Transaction dates/prices: Jul 20, 2026 — 150,000 shares @ $46.25; Jul 21, 2026 — 150,000 @ $46.25; Jul 22, 2026 — 150,000 @ $46.25.
- Reported proceeds (per tranche): $6,937,905; total reported amount ≈ $20,813,715.
- Footnote highlights:
- F1: DeSantis is the manager of CD Financial LLC and trustee of a trust that owns 99% of CD; CD is the record holder and the reporting person shares voting/dispositive power.
- F2: These transfers settled three tranches of a VPF (entered 6/6/2023); physical settlement applied.
- F3: On each tranche’s maturity date the volume-weighted average price was below the contract Floor Price ($41.6275), so the VPF settled by transferring shares to the buyer; no additional payment from the buyer was due at settlement.
- Shares owned after transaction: not disclosed in the provided filing excerpt.
- Filing timeliness: Report filed 2026-07-22 for transactions through 2026-07-20–22; the filing shows no late-filing designation.
Context
- A prepaid variable forward is a financing-like derivative where the seller often received upfront cash when the contract was entered. At maturity, settlement can be in cash or shares depending on the stock price vs. contract terms. Here, because the stock’s VWAP was below the contract floor, physical settlement required delivery of shares to the buyer.
- These are transactions by a 10% owner and stem from a prior contractual arrangement, not a standard insider open-market sale. Such settlements can reflect contractual mechanics rather than a direct signal of the insider’s current view on the company.
Insider Transaction Report
Form 4Exit
DeSantis Dean
Other
Transactions
- OtherSwap
Common Stock
[F2][F3][F1]2026-07-20$46.25/sh−150,000$6,937,905→ 12,382,396 total(indirect: See Footnote) - OtherSwap
Common Stock
[F2][F3][F1]2026-07-21$46.25/sh−150,000$6,937,905→ 12,232,396 total(indirect: See Footnote) - OtherSwap
Common Stock
[F2][F3][F1]2026-07-22$46.25/sh−150,000$6,937,905→ 12,082,396 total(indirect: See Footnote) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F1]2026-07-20−150,000→ 0 total(indirect: See Footnote)→ Common Stock (150,000 underlying) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F1]2026-07-21−150,000→ 0 total(indirect: See Footnote)→ Common Stock (150,000 underlying) - OtherSwap
Variable Prepaid Forward Sale Contract (obligation to sell)
[F2][F3][F1]2026-07-22−150,000→ 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 20, 2026, July 21, 2026, and July 22, 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 17, 2026, July 20, 2026, and July 21, 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/ Dean DeSantis|2026-07-22