Celsius (CELH) insider delivers shares under prepaid forward deal
Rhea-AI Filing Summary
Celsius Holdings, Inc. (CELH) reported insider activity by a director and 10% owner, Dean DeSantis, through entities he helps oversee. The filing shows indirect ownership via the Carl DeSantis Revocable Trust and CD Financial, LLC, which is the record holder of the shares.
On November 18, 19, and 20, 2025, CD settled three tranches of a variable prepaid forward sale transaction originally entered on November 3, 2022, electing full physical settlement. For each tranche, CD delivered 187,500 shares of CELH common stock to an unaffiliated buyer and received cash based on a formula using a floor price of $27.7675 and a cap price of $37.0234. Because the settlement prices on November 17, 18, and 19, 2025 were above the cap price, the buyer paid CD cash equal to the number of shares delivered multiplied by $9.2559 per share. Following these transactions, the reported indirect beneficial ownership decreased from 18,285,867 to 17,910,867 shares.
Positive
- None.
Negative
- None.
Insights
Routine Form 4 showing structured share delivery under an existing derivative contract.
This Form 4 for Celsius Holdings (CELH) details the settlement of a variable prepaid forward sale rather than an open-market sale. CD Financial, LLC, indirectly tied to director and 10% owner Dean DeSantis, delivered 187,500 shares of common stock on each of November 18, 19, and 20, 2025 as part of three tranches of a contract entered on November 3, 2022.
The economic terms center on a floor price of $27.7675 and a cap price of $37.0234. Because the settlement prices on November 17, 18, and 19, 2025 were above the cap, CD received cash equal to the share count times $9.2559 per share for each tranche. The indirect beneficial ownership reported declined from 18,285,867 to 17,910,867 shares, reflecting delivery of shares under the contract rather than a newly initiated trading decision. Overall, this is a structured, previously arranged transaction, so the information is best viewed as administratively important but not thesis-changing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 187,500 | $0.00 | -- |
| Other | Common Stock | 187,500 | $37.0234 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 187,500 | $0.00 | -- |
| Other | Common Stock | 187,500 | $37.0234 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 187,500 | $0.00 | -- |
| Other | Common Stock | 187,500 | $37.0234 | $6.94M |
Footnotes (1)
- The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), 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 November 18, 2025, November 19, 2025, and November 20, 2025, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on November 3, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CD elected full physical settlement. In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CD to deliver to the buyer 187,500 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on November 17, 2025, November 18, 2025, and November 19, 2025), and (ii) the buyer to pay CD an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $27.7675 (the "Floor Price"), but less than or equal to $37.0234 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $9.2559. On each of November 17, 2025, November 18, 2025, and November 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.
FAQ
What insider transaction did CELH report in this Form 4?
The Form 4 reports that an entity indirectly associated with director and 10% owner Dean DeSantis settled three tranches of a variable prepaid forward sale contract by delivering 187,500 shares of Celsius Holdings common stock on each of November 18, 19, and 20, 2025.
What cash consideration did CD receive when the CELH variable prepaid forward settled?
For each of the three tranches where the settlement price exceeded the $37.0234 cap price, the unaffiliated buyer paid CD Financial cash equal to the number of shares delivered for that tranche multiplied by $9.2559 per share.
How did the reported beneficial ownership in CELH change after these transactions?
After the November 18, 2025 transaction, indirect beneficial ownership was reported as 18,285,867 shares. After the November 19, 2025 transaction it was 18,098,367 shares, and after the November 20, 2025 transaction it was 17,910,867 shares.