Celsius Holdings entity settles prepaid forward
DeSantis Deborah reported disposition transactions in this Form 4 filing.
Rhea-AI Filing Summary
DeSantis Deborah reported disposition transactions in this Form 4 filing.
Celsius Holdings, Inc. reports that CD Financial LLC, managed by Deborah DeSantis, settled three tranches of a prepaid variable forward sale on Celsius common stock. CD transferred 150,000 shares per tranche, or 450,000 shares total, in physical settlement on July 23, 24 and 27, 2026, without additional payment from the buyer. The common stock entries show a transaction price of $46.2527 per share and the contract defines a VPF floor price of $41.6275, with DeSantis sharing voting and dispositive power over these indirectly held shares.
Positive
- None.
Negative
- None.
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 — 11,632,396 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 23, 2026, July 24, 2026, and July 27, 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 22, 2026, July 23, 2026, and July 24, 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
Number of VPF tranches: 3 tranches
Aggregate shares transferred: 450,000 shares
+2 more
5 metrics
Shares transferred per tranche
150,000 shares
Transferred by CD Financial LLC in each prepaid variable forward tranche
Number of VPF tranches
3 tranches
Three tranches of the prepaid variable forward were settled
Aggregate shares transferred
450,000 shares
Total Celsius common stock delivered across the three VPF tranches
Reported transaction price
$46.2527 per share
Common stock line item for each 150,000-share transfer
Floor Price
$41.6275
Floor Price defined under the prepaid variable forward contract
Key Terms
Variable Prepaid Forward Sale Contract (obligation to sell), physical settlement, volume-weighted average price, Floor Price, +2 more
6 terms
Variable Prepaid Forward Sale Contract (obligation to sell) financial
"security_title: Variable Prepaid Forward Sale Contract (obligation to sell)"
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
"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.
beneficial interest financial
"which 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction involving Celsius (CELH) and Deborah DeSantis was disclosed?
An entity managed by Deborah DeSantis, CD Financial LLC, settled three tranches of a prepaid variable forward sale on Celsius common stock. CD delivered shares it held indirectly for DeSantis to an unaffiliated buyer through physical settlement of the forward contract.
What were the key dates of the Celsius (CELH) prepaid variable forward settlement?
The three VPF tranches matured on July 22, 23 and 24, 2026. CD Financial LLC then physically settled them by transferring shares on July 23, 24 and 27, 2026, as reflected in the Form 4 transaction dates for each 150,000-share tranche.
What prices are referenced in the Celsius (CELH) prepaid forward transactions?
The filing cites a VPF Floor Price of $41.6275 and shows a common stock transaction price of $46.2527 per share for each 150,000-share transfer. It notes the volume-weighted average price on each maturity date was below the stated Floor Price.
Were the Celsius (CELH) prepaid forward settlements done under a Rule 10b5-1 plan?
The Form 4’s Rule 10b5-1 checkbox is not marked, and the notes do not reference any trading plan. This indicates the reported prepaid variable forward settlements were not affirmatively identified as being executed under a Rule 10b5-1 trading arrangement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
