Celsius (CELH) 10% Owner Deborah DeSantis Sells 300,000 Shares

What Happened
Deborah DeSantis, a 10% owner of Celsius Holdings (CELH) and manager/trustee of the record holder CD Financial LLC, disposed of CELH shares as part of the settlement of a prepaid variable forward (VPF). The filing reports two dispositions of 150,000 shares each at $46.25 per share (total reported value ≈ $13.9M). The filing also shows corresponding derivative disposition entries at $0, reflecting the VPF settlement mechanics.

Key Details

• Transaction dates: July 31, 2026 and August 3, 2026 (reported on Form 4 filed Aug 3, 2026). Transaction code: J (other acquisition/disposition).
• Reported share transfers: 150,000 shares on 7/31 and 150,000 shares on 8/3 at $46.25 each (reported values $6,937,905 per tranche; combined ≈ $13,875,810).
• Derivative entries: matching 150,000-share derivative dispositions at $0 on both dates (reflecting VPF settlement).
• Footnotes: DeSantis is manager of CD Financial LLC, which holds the shares; CD settled three tranches of a VPF entered June 6, 2023. Because the VWAP on maturity dates was below the contract "Floor Price," physical settlement required CD to transfer shares to the buyer without additional cash payment.
• Shares owned after transaction: not specified in the provided summary of the filing.
• Filing timeliness: Form 4 filed Aug 3, 2026 for transactions through July 31, 2026 — appears timely.

Context
This was not a routine open-market sale but the physical settlement of a prepaid variable forward contract (a hedging/financing arrangement). For 10% owners and institutions, VPF settlements can result in large share transfers that reflect contract terms rather than a direct decision to sell on the market. The filing is factual about the transfer and the contract-driven outcome (VWAP below the floor), and does not by itself indicate management sentiment about the stock.