Celsius Holdings (CELH) entity delivers stock under variable prepaid forward
Rhea-AI Filing Summary
Celsius Holdings, Inc. reports indirect dispositions linked to a variable prepaid forward sale contract on CELH stock. CD Financial LLC, managed by former 10% owner Deborah DeSantis, settled three tranches on July 31 and August 3, 2026, transferring 150,000 shares per tranche in physical settlement after the volume-weighted average price fell below the $41.6275 Floor Price, without additional payment from the buyer.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 300,000 shares
Net Sell
4 txns
Insider
DeSantis Deborah
Role
Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1 | 150,000 | $0.00 | $0.00 |
| Other | Common Stock F2, F3, F1 | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1 | 150,000 | $0.00 | $0.00 |
| Other | Common Stock F2, F3, F1 | 150,000 | $46.2527 | $6.94M |
Holdings After Transaction:
Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote);
Common Stock — 10,882,396 shares (Indirect, See Footnote)
Footnotes (3)
- F1. The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.
- F2. On July 31, 2026 and August 3, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.
- F3. On the maturity dates for each tranche (July 30, 2026 and July 31, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.
Key Figures
Shares transferred per tranche: 150,000 shares
Common stock transaction price: $46.2527 per share
Floor Price: $41.6275 per share
+3 more
6 metrics
Shares transferred per tranche
150,000 shares
Common shares delivered by CD Financial LLC for each settled tranche of the VPF
Common stock transaction price
$46.2527 per share
Price reported for indirect common stock entries on July 31 and August 3, 2026
Floor Price
$41.6275 per share
Floor Price under the variable prepaid forward; VWAP was below this at maturity
VPF tranches settled
three tranches
Footnotes state three tranches of the prepaid variable forward were settled
VPF contract date
June 6, 2023
Date CD Financial LLC entered the variable prepaid forward with a third-party buyer
Restructuring-related shares
600,000 shares
Aggregate shares involved in J-code restructuring-type transactions in this report
Key Terms
Variable Prepaid Forward Sale Contract, volume-weighted average price, Floor Price, beneficial interest, +1 more
5 terms
Variable Prepaid Forward Sale Contract financial
"settled three tranches of a prepaid variable forward sale transaction with a buyer"
volume-weighted average price financial
"on the maturity dates, the volume-weighted average price of CELH common stock was below"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Floor Price financial
"under the contract of the VPF, the Floor Price was set at $41.6275 per share"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
beneficial interest financial
"the Carl DeSantis Revocable Trust owns a 99% beneficial interest in CD"
Beneficial interest is the right to receive the economic benefits of an asset—such as dividends, interest, or sale proceeds—without necessarily holding legal title to it. For investors this matters because it determines who actually gains from an investment or trust, much like renting an apartment where the tenant enjoys living there and paying bills while the landlord holds the deed; understanding who has the beneficial interest affects income rights, voting influence, and risk exposure.
physical settlement financial
"for these tranches of the VPF, physical settlement applied with shares delivered"
Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is the Floor Price in the CELH variable prepaid forward contract?
The contract set a Floor Price of $41.6275 per share for CELH common stock. On the maturity dates, the volume-weighted average price was below this level, triggering physical settlement with share delivery instead of additional cash consideration from the buyer.
When was the variable prepaid forward on Celsius Holdings (CELH) originally entered?
CD Financial LLC entered the variable prepaid forward sale transaction on June 6, 2023 with an unaffiliated third-party buyer. Three tranches under this agreement later reached maturity and were physically settled in late July and early August 2026.
Were the reported CELH insider transactions executed under a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes do not reference any Rule 10b5-1 arrangement. The reported variable prepaid forward settlements therefore are not identified as occurring under a pre-arranged trading plan.