Celsius Holdings (NASDAQ: CELH) insider delivers 450,000 shares in forward sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
DeSantis Deborah reported disposition transactions in this Form 4 filing.
CD Financial LLC, an entity managed by Deborah DeSantis, settled three tranches of a prepaid variable forward sale tied to Celsius Holdings, Inc. (CELH) stock. On July 15–17, 2026, CD delivered 150,000 CELH shares per tranche (total 450,000) to an unaffiliated buyer in physical settlement after the stock’s volume-weighted average price was below the contract $41.6275 Floor Price, with no additional payment from the buyer. After these deliveries, CD indirectly held 12,532,396 CELH shares and the corresponding forward-sale derivative positions for these tranches were removed.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
DeSantis Deborah
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: 150000.0000 shares
Total common shares delivered: 450000 shares
Floor Price under VPF: $41.6275
+3 more
6 metrics
Shares delivered per tranche
150000.0000 shares
Common Stock transferred in each tranche of the prepaid variable forward sale settled July 15–17, 2026
Total common shares delivered
450000 shares
Three tranches of 150,000 CELH shares each delivered by CD Financial LLC in physical settlement
Floor Price under VPF
$41.6275
Contractual Floor Price for the variable prepaid forward sale; VWAP was below this on each maturity date
Reported common stock price
$46.2527 per share
Transaction price per share reported for each 150,000-share Common Stock disposition entry
Shares held after settlement
12532396.0000 shares
Indirect CELH Common Stock holdings by CD Financial LLC following the July 17, 2026 tranche
VPF contract date
June 6, 2023
Date CD entered into the prepaid variable forward sale with an unaffiliated third-party buyer
Key Terms
Variable Prepaid Forward Sale Contract, physical settlement, volume-weighted average price, Floor Price
4 terms
Variable Prepaid Forward Sale Contract financial
"CD settled three tranches of a prepaid variable forward sale transaction with a third-party buyer."
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
"On the maturity dates 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 was $41.6275."
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction involving CELH did Deborah DeSantis report?
An entity managed by Deborah DeSantis settled three tranches of a prepaid variable forward sale, delivering 150,000 CELH shares per tranche (total 450,000) to an unaffiliated buyer and retaining 12,532,396 CELH shares indirectly after the transactions.
What is the Floor Price in the CELH prepaid variable forward sale?
The contract for the CELH prepaid variable forward sale set a Floor Price of $41.6275 per share. The volume-weighted average price on each maturity date was below this level, triggering delivery of 150,000 shares per tranche without additional payment from the buyer.
Were the CELH transactions reported as part of a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox was not marked as applicable, and the footnotes describe settlement of a prepaid variable forward sale with an unaffiliated buyer, rather than transactions executed under a pre-arranged 10b5-1 trading plan.