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

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). The filing shows three tranches of 150,000-share dispositions (July 28–30, 2026) and corresponding derivative-position disposals. The three reported cash-disposition lines total 450,000 shares at $46.25 per share (reported proceeds ≈ $20,813,715). The filing also lists three derivative disposals at $0 which reflect the VPF physical settlements.

Key Details

• Transaction dates and prices: July 28, 29 and 30, 2026 — three 150,000-share disposals each reported at $46.25 (total ≈ $20.8M) plus three derivative disposals at $0.
• Total shares transferred: 450,000 shares (150,000 per tranche); filing also shows corresponding derivative-position transfers for the three tranches.
• Footnotes: F2/F3 state these were three tranches of a VPF entered June 6, 2023; physical settlement applied because the volume‑weighted average price on each tranche maturity was below the contract Floor Price ($41.6275). As a result, CD transferred 150,000 shares per tranche to the buyer without additional payment on settlement.
• Ownership/authority: The reporting person is manager of CD Financial LLC and trustee of the trust that owns 99% of CD; she has shared voting and dispositive power over the reported shares (see F1).
• Shares owned after transaction: Not disclosed in this filing.
• Filing timeliness: Reported on Form 4 filed July 30, 2026 for transactions July 28–30; this appears to be within the standard two-business-day reporting window.

Context

• This was a structured settlement of a prepaid variable forward, not a standard open‑market sale by an executive. The derivative lines at $0 indicate that, because the stock’s VWAP on each tranche’s maturity date was below the VPF Floor Price, the settlement was physical (shares delivered) with no additional payment due at settlement. For retail investors, note that VPF settlements reflect prior contractual arrangements rather than a new decision to sell on the open market.