DeSantis Deborah 4

What Happened

• Deborah DeSantis, a 10% owner (manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust), reported dispositions tied to a prepaid variable forward (VPF) entered June 6, 2023. She (through CD) transferred three tranches of 150,000 shares each—totaling 450,000 CELH shares.
• The Form 4 lists each tranche at $46.25 per share (proceeds of $6,937,905 per tranche; $20,813,715 total). Footnotes state physical settlement applied because the volume‑weighted average price on the tranches’ maturity dates was below the contract Floor Price ($41.6275), so each tranche was delivered to the VPF buyer without additional payment at settlement.

Key Details

• Transaction dates: shares transferred July 23, 2026; July 24, 2026; and July 27, 2026 (three tranches of 150,000 shares).
• Reported per‑share amount: $46.25; reported proceeds per tranche: $6,937,905; aggregate reported proceeds: $20,813,715.
• Derivative line items: each tranche also reported as a derivative disposition at $0.00 reflecting physical settlement of the VPF.
• Ownership after transaction: Not specified in this Form 4 (CD Financial LLC is the record holder; the Carl DeSantis Trust owns 99% of CD).
• Footnotes: F1 explains reporting person’s relationship to CD Financial LLC and the trust; F2/F3 describe the VPF tranches, dates, and that physical settlement applied because VWAP < Floor Price.
• Timeliness: Filing dated July 28, 2026 for transactions through July 27, 2026 — not marked late.

Context

• This was not an open‑market sale by an executive but the physical settlement of a prepaid variable forward (a derivative previously entered in 2023). Such settlements deliver shares under contract terms rather than representing a new discretionary sale signal.
• For retail investors: derivative settlements and transfers by 10% owners are often part of prearranged liquidity/hedging arrangements. They are factual disclosures of transfers, not explicit indicators of management sentiment.