Director DeSantis Pledges 7.9M CELH Shares in $372M Forward Deal
Rhea-AI Filing Summary
Deborah DeSantis, as trustee of the Carl DeSantis Revocable Trust, reported a variable prepaid forward transaction tied to Celsius Holdings, Inc. common stock. The report shows CD Financial, LLC entered into a contract with Citigroup Global Markets Inc. that can require delivery of up to 7,900,000 shares of CELH (or equivalent cash) in 15 approximately equal installments from Sept. 7, 2027 to Sept. 27, 2027. In exchange, CD will receive a cash payment of $372,347,277.72 on Sept. 9, 2025. CD pledged the 7.9 million shares to secure the obligation but retained voting and dividend rights during the pledge. The contract describes tiered settlement mechanics based on a Floor Price of $48.4239 and a Cap Price of $64.5652, and allows net or share settlement subject to conditions.
Positive
- CD will receive $372,347,277.72 in cash on September 9, 2025 under the variable prepaid forward contract
- Reporting person retains voting and dividend rights in the pledged shares during the term, preserving governance influence
- Contract allows net-settlement or cash/ share settlement options, providing flexibility to CD for final settlement
Negative
- 7,900,000 shares are pledged as collateral and may be delivered to the purchaser at maturity, creating potential future share supply
- Settlement mechanics could materially reduce CD's retained share count depending on market prices relative to the Floor ($48.4239) and Cap ($64.5652)
- Large insider-held block is encumbered, which could be viewed as a material change in ownership structure
Insights
TL;DR: A large prepaid forward unlocks ~$372.3M cash now while leaving up to 7.9M CELH shares subject to future delivery.
The transaction materially changes the economic exposure of a major insider holder by converting concentrated equity into a sizeable cash position today while preserving voting and dividend rights during the term. The prepaid forward structure transfers downside/ upside exposure via formulaic delivery mechanics tied to a $48.4239 floor and $64.5652 cap, which will affect the eventual number of shares delivered. For investors, the key facts are the 7.9 million shares pledged and the $372.35M cash received. This is a sizeable, market-moving block that could lead to share supply depending on settlement elections and market prices in 2027.
TL;DR: The reporting person retains voting/dividend rights but has pledged shares as collateral for a large cash-forward arrangement.
The filing discloses that the Reporting Person is a trustee with shared voting and dispositive power over the record holder, CD Financial, LLC. Although CD retains voting and dividend rights under the pledge, the Pledged Shares secure contractual delivery obligations and may be delivered under defined scenarios at maturity. Governance implications include the presence of a significant encumbered block and the potential for substantial share transfers or cash net-settlement in 2027 depending on settlement prices.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Forward sale contract (obligation to sell) | 7,900,000 | $0.00 | -- |
Footnotes (1)
- The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), 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 August 7, 2025, CD entered into a variable prepaid forward contract with Citigroup Global Markets Inc, as purchaser. The contract obligates CD to deliver to the purchaser up to 7,900,000 shares of Celsius Holdings, Inc. ("Celsius") common stock (or, at CD's election, an equivalent amount of cash based on the market price of Celsius common stock) at the maturity of the contract (occurring in 15 approximately equal components from September 7, 2027 to September 27, 2027). In exchange for assuming this obligation, CD will receive a cash payment of $372,347,277.72 on September 9, 2025. CD pledged 7,900,000 shares of Celsius common stock (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provides that, under the default settlement method, the number of shares of Celsius common stock that CD would be obligated to deliver to the purchaser in respect of each maturity date would be determined as follows: (a) if the volume-weighted average price of Celsius common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $48.4239 (the "Floor Price"), CD will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $64.5652 (the "Cap Price), CD will deliver to the purchaser the number of shares equal to 100% of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and; (c) if such Settlement Price is greater than the Cap Price, CD will deliver to the purchaser the number of shares equal to 100% of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. Subject to certain conditions, CD may also elect to (x) net-settle the contract with cash or shares or (y) fully settle the contract with 100% of the Pledged Shares in exchange for a variable cash payment determined based on the relevant Settlement Price.
