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

What Happened

• Dean DeSantis, reported as a 10% owner (manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust), disposed of a total of 450,000 shares of Celsius Holdings (CELH) in connection with settlement of a prepaid variable forward (VPF) contract.
• The Form 4 lists transfers of 150,000 shares on July 31, 2026 and 150,000 shares on August 3, 2026 reported at $46.25 per share (each line showing $6,937,905). The filing also includes derivative-related disposal entries for 150,000 shares on each of those dates reported at $0.00 per share.
• Footnotes state these were physical settlements of three VPF tranches (150,000 shares each). The VWAP on maturity dates was below the contract Floor Price, so each tranche was settled by transferring shares to the buyer without additional payment under the contract.

Key Details

• Transaction dates and prices: July 31, 2026 and August 3, 2026; entries at $46.25/share ($6,937,905 each) and corresponding derivative entries at $0.00/share.
• Total shares transferred: 450,000 (three tranches of 150,000 shares each per footnote).
• Proceeds reported on two cash-priced lines total $13,875,810; footnotes state physical settlement applied and that VWAP was below the Floor Price (meaning the contract required delivery of shares without additional payment).
• Shares owned after transaction: not specified in the excerpt of the filing.
• Filing timeliness: Reported period ended July 31, 2026; Form filed Aug 3, 2026 (appears timely).
• Footnotes summary: F1—DeSantis manages CD Financial LLC and is trustee of trust that beneficially owns CD (CD is record holder); F2/F3—these transfers settled tranches of a prepaid variable forward with physical settlement because the VWAP was below the Floor Price.

Context

• This was not an open-market purchase but settlement of a derivative contract (prepaid variable forward). Physical settlement means shares were delivered to the buyer rather than cash netting.
• As a 10% owner acting through an affiliated entity, this is institutional/contract settlement activity rather than necessarily signaling a managerial decision about company prospects. The filing is factual; it does not state motivations.