Celsius Holdings insider settles stock forward contract
Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract linked to CELH common stock.
Rhea-AI Filing Summary
Celsius Holdings, Inc. reporting person Dean DeSantis, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract linked to CELH common stock. On July 23, 24 and 27, 2026, CD disposed of forward contracts referencing 150,000 shares per tranche and transferred 150,000 common shares in each tranche at $46.2527 per share, all held indirectly. The arrangement, entered on June 6, 2023 with an unaffiliated buyer, physically settled after the volume-weighted average price on the July 22–24, 2026 maturity dates fell below the $41.6275 Floor Price, so CD delivered shares without additional cash payment from the buyer.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 900,000 shares
Other
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 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
Variable prepaid forward tranches: 3 tranches
Transaction price per share: $46.2527 per share
+2 more
5 metrics
Shares transferred per tranche
150,000 shares
Common stock delivered by CD Financial LLC in each July 2026 tranche
Variable prepaid forward tranches
3 tranches
Forward sale settled on July 23, 24, and 27, 2026
Transaction price per share
$46.2527 per share
Reported for each common stock transfer row tied to the VPF settlement
Floor Price
$41.6275
Contractual Floor Price under the variable prepaid forward sale
VPF agreement date
June 6, 2023
Date CD Financial LLC entered the variable prepaid forward sale
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 (the "VPF")"
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 did Dean DeSantis report for Celsius Holdings (CELH)?
Dean DeSantis reported indirect dispositions tied to settling a variable prepaid forward sale via CD Financial LLC. Three tranches in July 2026 involved transferring common shares in connection with previously established forward contracts with an unaffiliated third-party buyer.
What prices governed the Celsius Holdings (CELH) forward sale settlement?
Each reported common stock transfer shows a transaction price of $46.2527 per share. The contract also specified a $41.6275 Floor Price; because the volume-weighted average prices on the maturity dates were below this floor, settlement occurred through share delivery without extra cash from the buyer.
Was the Celsius Holdings (CELH) forward sale under a Rule 10b5-1 trading plan?
The document-level Rule 10b5‑1 checkbox is not marked as an affirmed trading plan, and the footnotes describe the variable prepaid forward’s terms and settlement mechanics without referencing any Rule 10b5‑1 or similar pre-arranged trading plan.
When was the variable prepaid forward on Celsius Holdings (CELH) originally entered into?
The variable prepaid forward sale transaction was entered into on June 6, 2023 between CD Financial LLC and an unaffiliated third-party buyer. Three tranches then reached maturity in July 2026, leading to physical settlement through transfers of CELH common shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
