Celsius Holdings (CELH) insider delivers 150,000-share tranches in forward deal
Rhea-AI Filing Summary
Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, reported settling three tranches of a variable prepaid forward sale contract linked to Celsius common stock. On July 28–30, 2026, CD physically delivered 150,000 shares per tranche, or 450,000 shares in total, to an unaffiliated buyer. The volume-weighted average prices on the maturity dates were below the contract Floor Price of $41.6275, so the buyer made no additional payment. All entries are indirect dispositions by CD Financial LLC under this forward-sale structure.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 450,000 shares
Net Sell
6 txns
Insider
DeSantis Dean
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 shares (Indirect, See Footnote);
Common Stock — 11,182,396 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 28, 2026, July 29, 2026, and July 30, 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 27, 2026, July 28, 2026, and July 29, 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
Total shares delivered: 450,000 shares
Per-share transaction value: $46.2527 per share
+3 more
6 metrics
Shares delivered per tranche
150,000 shares
Physical settlement shares transferred by CD Financial LLC in each of three tranches
Total shares delivered
450,000 shares
Sum of three 150,000-share tranches delivered July 28–30, 2026
Per-share transaction value
$46.2527 per share
Listed price for each 150,000-share non-derivative disposition on July 28–30, 2026
Contract Floor Price
$41.6275
Floor Price under the variable prepaid forward sale contract for CELH common stock
Number of tranches settled
3 tranches
Three tranches of the variable prepaid forward settled on July 28, 29, and 30, 2026
VPF agreement date
June 6, 2023
Date the variable prepaid forward sale transaction was originally entered into
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 $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.
beneficial interest financial
"Revocable Trust, 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider activity did Dean DeSantis report for CELH in this Form 4?
Dean DeSantis, via CD Financial LLC, reported three indirect dispositions tied to a variable prepaid forward sale contract on Celsius common stock, each involving 150,000 shares physically delivered on July 28, 29, and 30, 2026, to an unaffiliated buyer.
What is the floor price mentioned in the CELH forward sale contract?
The forward sale contract set a Floor Price of $41.6275 per share. On each tranche’s maturity date, the volume-weighted average price of CELH common stock was below this level, which triggered physical settlement with share delivery and no additional cash payment from the buyer.
Were the CELH Form 4 transactions open-market sales or contract settlements?
They were contract settlements, not open-market sales. The filing describes them as settlements of a variable prepaid forward sale contract, with CD Financial LLC transferring shares in physical settlement under transaction code J, categorized as other acquisition or disposition.