Celsius Holdings (NASDAQ: CELH) insider delivers 150,000-share tranches
Rhea-AI Filing Summary
Celsius Holdings, Inc. insider Dean DeSantis, through CD Financial LLC, reported indirect dispositions tied to a variable prepaid forward sale. On July 31 and August 3, 2026, CD physically settled three tranches of the contract by delivering 150,000 CELH shares per tranche to an unaffiliated buyer, with no additional payment, after the maturity-date VWAP fell below the contract Floor Price of $41.6275. These transfers were coded as "other acquisition or disposition" rather than open-market sales.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 300,000 shares
Net Sell
4 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 |
Holdings After Transaction:
Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote);
Common Stock — 10,882,396 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 31, 2026 and August 3, 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 30, 2026 and July 31, 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
Number of tranches settled: 3 tranches
Contract Floor Price: $41.6275 per share
+2 more
5 metrics
Shares delivered per tranche
150,000 shares
CELH common shares transferred in each variable prepaid forward tranche settlement
Number of tranches settled
3 tranches
Tranches of the variable prepaid forward settled on July 31 and August 3, 2026
Contract Floor Price
$41.6275 per share
Floor Price under the variable prepaid forward sale contract
Restructuring transaction shares
600,000 shares
Total shares across J-code restructuring transactions reported in this Form 4
Transaction dates
July 31, 2026; August 3, 2026
Dates CD Financial LLC settled reported variable prepaid forward tranches
Key Terms
Variable Prepaid Forward Sale Contract, physical settlement, Floor Price, volume-weighted average 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.
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.
volume-weighted average price financial
"On the maturity dates for each tranche ... the volume-weighted average price of CELH common stock"
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.
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?
Dean DeSantis reported indirect dispositions of Celsius Holdings (CELH) shares via CD Financial LLC, reflecting the physical settlement of a variable prepaid forward sale. Shares were transferred to an unaffiliated buyer under existing contract terms rather than through new open-market sales.
Was the CELH insider transaction an open-market sale?
No. The CELH transactions were coded "J" (other acquisition or disposition) and described as physical settlement of a variable prepaid forward. CD Financial transferred shares to the buyer under contract terms, with no additional payment, rather than executing standard open-market stock sales.
What price terms governed the CELH variable prepaid forward for Dean DeSantis?
The contract specified a Floor Price of $41.6275 per share. On the maturity dates, the volume-weighted average price of CELH common stock was below this level, triggering physical settlement where CD Financial delivered fixed share amounts with no extra payment from the buyer.