Celsius (CELH) 10% Owner Dean DeSantis Sells 450,000 Shares

What Happened

• Dean DeSantis, a 10% owner of Celsius Holdings, transferred a total of 450,000 shares of CELH across three settlement dates (150,000 shares each on July 28, 29 and 30, 2026). The filing reports a per-share amount of $46.25 (≈ $6,937,905) for each tranche (total reported value ≈ $20,813,715). These transfers were settlements of three tranches of a prepaid variable forward (VPF) entered into June 6, 2023, and are recorded as dispositions (not open-market sales).

Key Details

• Transaction dates: July 28, 2026; July 29, 2026; July 30, 2026.
• Reported per-share amount in the filing: $46.25 for each 150,000-share tranche (each tranche shown as $6,937,905; total ≈ $20.8M). The filing also shows corresponding derivative entries reported at $0.00 reflecting the VPF settlement.
• Why physical settlement: On each tranche’s maturity date the volume-weighted avg. price was below the contract Floor Price ($41.6275); accordingly, physical settlement applied and CD Financial LLC (record holder) transferred the shares to the buyer without additional payment at maturity.
• Shares owned after transaction: Not specified in this filing.
• Footnotes: Reporting person is manager/trustee of CD Financial LLC (record holder). Transactions arose from settlement of a prepaid variable forward entered June 6, 2023.
• Filing timeliness: Report filed July 30, 2026 for transactions July 28–30, 2026; no late filing flag indicated.

Context

• This was not an open-market sale by an executive but the scheduled settlement of a prepaid variable forward (a derivative financing arrangement). For VPFs, transfers on maturity can reflect contract terms (including physical settlement) rather than active directional trading. As a 10% owner, DeSantis’s transfers reflect institutional/contract settlement activity rather than a routine insider buy/sell signal.