DeSantis Deborah 4

What Happened
Deborah DeSantis, the manager of CD Financial LLC and a trustee of the Carl DeSantis Revocable Trust (a reported 10% owner), transferred a total of 450,000 shares of Celsius Holdings, Inc. (CELH) across three days as physical settlements of tranches of a prepaid variable forward (VPF) agreement. The Form 4 reports three dispositions of 150,000 shares each on July 20, July 21 and July 22, 2026. The filing lists a per-share reference price of $46.25 (reported value $6,937,905 per tranche; aggregate listed value $20,813,715), but the filing’s footnotes state that, because the volume‑weighted average price on the tranches’ maturity dates was below the contract “Floor Price,” the physical settlements were completed without additional payment from the buyer.

Key Details

• Transaction dates and amounts: Jul 20, 2026 — 150,000 shares; Jul 21, 2026 — 150,000 shares; Jul 22, 2026 — 150,000 shares. Form 4 lists $46.25 per share and $6,937,905 per tranche (total listed $20,813,715).
• Derivative note: Each tranche also recorded a derivative disposition at $0 — reflecting physical settlement of the prepaid variable forward rather than a separate cash sale.
• Reporting person: DeSantis is manager of CD Financial LLC; the Carl DeSantis Revocable Trust owns 99% of CD (footnote F1). CD was the record holder and had shared voting/dispositive power.
• Filing date/timeliness: Form was filed July 22, 2026; the filing covers transactions July 20–22 and appears to be timely based on reported dates.
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note: F2 confirms settlement of three VPF tranches (VPF entered June 6, 2023). F3 explains VWAP on maturity dates was below the VPF floor price, so the buyer received shares in physical settlement without paying additional consideration.

Context
This was a contractual settlement of a prepaid variable forward agreement (a derivative/hedging arrangement entered in 2023), not an open‑market sale initiated at the time of settlement. For retail investors, that distinction matters: delivery under a prior financing/hedging contract can reflect terms agreed earlier rather than a contemporaneous decision to sell shares based on current views of the company. As a 10% owner acting through an entity and trust, this is institutional-level activity rather than routine executive trading.