Celsius Holdings insider settles prepaid forward in shares
Celsius Holdings, Inc. reporting person Deborah DeSantis, through CD Financial LLC, settled three tranches of a prepaid variable forward sale contract with an unaffiliated buyer.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Celsius Holdings, Inc. reporting person Deborah DeSantis, through CD Financial LLC, settled three tranches of a prepaid variable forward sale contract with an unaffiliated buyer. CD physically delivered 150,000 common shares per tranche in July 2026 and now holds 12,982,396 shares of Celsius common stock indirectly.
Insider Trade Summary
Other: 900,000 shares
Other
6 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 |
| 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 contracts (Indirect, See Footnote);
Common Stock — 12,982,396 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 10, 2026, July 13, 2026, and July 14, 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 9, 2026, July 10, 2026, and July 13, 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
Number of tranches settled: 3 tranches
Floor Price: $41.6275 per share
+2 more
5 metrics
Shares delivered per tranche
150,000 shares
Common Stock transferred in each prepaid variable forward tranche settled in July 2026
Number of tranches settled
3 tranches
Prepaid variable forward sale contract tranches settled on July 10, 13, and 14, 2026
Floor Price
$41.6275 per share
Volume-weighted average price threshold under the variable prepaid forward contract
Reported transaction price
$46.2527 per share
Price per share listed for Common Stock entries on July 10–14, 2026
Indirect holdings after settlement
12,982,396 shares
Celsius Holdings common shares held indirectly via CD Financial LLC after July 14, 2026
Key Terms
Variable Prepaid Forward Sale Contract, physical settlement, volume-weighted average price, Floor Price, +1 more
5 terms
Variable Prepaid Forward Sale Contract financial
"CD settled three tranches of a prepaid variable forward sale transaction"
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.
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
"below $41.6275 (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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction involving Celsius Holdings (CELH) did Deborah DeSantis report?
Deborah DeSantis reported that CD Financial LLC, which she manages, settled three tranches of a prepaid variable forward sale contract on Celsius Holdings stock in July 2026, physically delivering 150,000 common shares per tranche to an unaffiliated third-party buyer.
What is the variable prepaid forward sale contract referenced for Celsius Holdings (CELH)?
The reported security is a Variable Prepaid Forward Sale Contract (obligation to sell) entered on June 6, 2023. At maturity in July 2026, because the volume-weighted average price was below a $41.6275 floor price, CD settled by transferring shares to the buyer without extra payment.
What key price terms are disclosed in the Celsius Holdings (CELH) insider transaction?
The footnotes state a $41.6275 per share floor price under the prepaid variable forward contract. The Form 4 tables also list a transaction price of $46.2527 per share for the Common Stock entries dated July 10, 13, and 14, 2026.
Were the Celsius Holdings (CELH) insider transactions open-market sales?
No open-market sales are reported. Instead, CD Financial LLC physically settled three tranches of a prepaid variable forward sale contract by transferring shares to an unaffiliated buyer when the stocks volume-weighted average price was below the contracts floor price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates