Celsius Holdings (CELH) entity delivers shares under variable prepaid forward
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract on CELH common stock. On July 15–17, 2026, CD transferred 150,000 shares per tranche to an unaffiliated buyer at $46.2527 per share after the volume-weighted average prices on the maturity dates were below the contract $41.6275 Floor Price, resulting in physical share settlement without additional payment. Following these dispositions, CD continued to hold 12,532,396 CELH shares indirectly, with DeSantis sharing voting and dispositive power.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
DeSantis Dean
Role
Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | -- |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | -- |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | -- |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
Holdings After Transaction:
Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote);
Common Stock — 12,532,396 shares (Indirect, See Footnote)
Footnotes (1)
- 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. On July 15, 2026, July 16, 2026, and July 17, 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. On the maturity dates for each tranche (July 14, 2026, July 15, 2026, and July 16, 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 delivered per tranche: 150,000 shares
Per-share reported price: $46.2527 per share
Floor Price under VPF: $41.6275 per share
+3 more
6 metrics
Shares delivered per tranche
150,000 shares
CD Financial LLC transferred 150,000 CELH common shares in each of three tranches on July 15–17, 2026
Per-share reported price
$46.2527 per share
Reported price for each 150,000-share common stock disposition on July 15–17, 2026
Floor Price under VPF
$41.6275 per share
Floor Price in the variable prepaid forward; VWAP on maturity dates was below this level
Indirect holdings after settlement
12,532,396 shares
CELH common stock indirectly held by CD Financial LLC after the July 17, 2026 transactions
VPF agreement date
June 6, 2023
Date CD Financial LLC entered the prepaid variable forward sale transaction with an unaffiliated buyer
Maturity dates of VPF tranches
July 14–16, 2026
Maturity dates when VWAP was tested against the $41.6275 Floor Price for settlement
Key Terms
Variable Prepaid Forward Sale Contract, volume-weighted average price, Floor Price, physical settlement, +1 more
5 terms
Variable Prepaid Forward Sale Contract financial
"CD settled three tranches of a prepaid variable forward sale transaction"
volume-weighted average price financial
"the volume-weighted average price of CELH common stock was below $41.6275"
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""
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.
physical settlement financial
"For these three tranches of the VPF, physical settlement applied"
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.
dispositive power financial
"The Reporting Person has shared voting and dispositive power with respect to such shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Celsius Holdings (CELH) report for Dean DeSantis?
Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward on CELH stock. On July 15–17, 2026, CD delivered 150,000 shares per tranche to an unaffiliated buyer in physical settlement of the contract.
What was the floor price in the variable prepaid forward on CELH stock?
The contract set a Floor Price of $41.6275 per CELH share. On the July 14–16, 2026 maturity dates, the volume-weighted average prices were below this level, so the forward was physically settled with share delivery and no additional payment from the buyer.
When was the variable prepaid forward on Celsius (CELH) stock originally entered into?
CD Financial LLC entered the prepaid variable forward sale transaction on June 6, 2023 with an unaffiliated third-party buyer. The contract later matured in three tranches with physical settlement occurring on July 15, 16, and 17, 2026.