DeSantis Dean settles variable prepaid forward on Celsius Holdings (CELH)
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Celsius Holdings, Inc. reporting person DeSantis Dean, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract on CELH common stock. For each tranche, CD Financial LLC transferred 150,000 shares in physical settlement to an unaffiliated buyer.
On the July 2026 maturity dates, the contract’s volume-weighted average prices were below the $41.6275 Floor Price, so shares were delivered without additional payment from the buyer. After these settlements, CD Financial LLC held 12,982,396 CELH shares indirectly attributable to DeSantis Dean, over which he has shared 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 — 12,982,396 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 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. 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
Floor Price: $41.6275
Indirect holdings after settlements: 12,982,396 shares
+1 more
4 metrics
Shares delivered per tranche
150,000 shares
CELH common shares transferred in each July 2026 variable prepaid forward tranche
Floor Price
$41.6275
Contractual Floor Price per share under the variable prepaid forward
Indirect holdings after settlements
12,982,396 shares
CELH common stock held by CD Financial LLC after the July 14, 2026 settlement
Tranche settlement dates
July 10, 2026; July 13, 2026; July 14, 2026
Dates on which three variable prepaid forward tranches were physically settled
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
"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 the Floor Price"
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.
FAQ
What did DeSantis Dean report in his July 2026 Form 4 for CELH?
He reported that CD Financial LLC, an entity he manages, settled three tranches of a variable prepaid forward on CELH common stock, physically delivering 150,000 shares per tranche and ending with 12,982,396 CELH shares held indirectly with shared voting and dispositive power.
What is the floor price in the Celsius Holdings (CELH) prepaid forward?
The contract defines a Floor Price of $41.6275 per share. On each maturity date the volume‑weighted average CELH price was below this level, so CD Financial LLC delivered 150,000 shares per tranche in physical settlement without any additional payment from the buyer.
Does the July 2026 CELH Form 4 show open‑market insider selling?
No. The disclosure reflects settlement of a variable prepaid forward sale contract through physical delivery of shares to an unaffiliated buyer. It does not report new open‑market purchases or sales coded as standard buy (P) or sell (S) transactions.