Celsius former 10% owner settles forward, moves 450K shares
DeSantis Deborah reported disposition transactions in this Form 4 filing.
Rhea-AI Filing Summary
DeSantis Deborah reported disposition transactions in this Form 4 filing.
Celsius Holdings, Inc. reporting person Deborah DeSantis, a former 10% owner, reported the physical settlement of three tranches of a prepaid variable forward sale with an unaffiliated buyer. Through CD Financial LLC, she delivered 150,000 Celsius common shares per tranche (450,000 total) on July 20–22, 2026. The tranches matured when the volume-weighted average price was below the $41.6275 Floor Price, so CD transferred the shares without additional payment from the buyer. The shares were held indirectly, with DeSantis sharing voting and dispositive power via CD and a revocable trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 900,000 shares
Other
6 txns
Insider
DeSantis Deborah
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 — 12,082,396 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 20, 2026, July 21, 2026, and July 22, 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 17, 2026, July 20, 2026, and July 21, 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
Total shares transferred: 450,000 shares
Floor Price: $41.6275
+3 more
6 metrics
Shares transferred per tranche
150,000 shares
Number of Celsius common shares delivered in each VPF tranche settled July 20–22, 2026
Total shares transferred
450,000 shares
Aggregate Celsius common shares delivered across three prepaid variable forward tranches
Floor Price
$41.6275
Contractual Floor Price for the prepaid variable forward sale transaction
Reported share price
$46.2527
Per-share price reported for the indirect common stock transactions coded "J"
Restructuring shares
900,000 shares
Total shares involved in restructuring-code (J) transactions in this Form 4
VPF tranches settled
3
Number of prepaid variable forward sale tranches physically settled with share delivery
Key Terms
Variable Prepaid Forward Sale Contract, prepaid variable forward sale transaction, volume-weighted average price, Floor Price, +2 more
6 terms
Variable Prepaid Forward Sale Contract financial
"Security title listed as "Variable Prepaid Forward Sale Contract (obligation to sell)""
prepaid variable forward sale transaction financial
"CD settled three tranches of a prepaid variable forward sale transaction (the "VPF")"
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
"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.
physical settlement financial
"On July 20, 2026, July 21, 2026, and July 22, 2026, CD settled three tranches... 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.
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 activity did CELH reporting person Deborah DeSantis disclose?
Deborah DeSantis, a former 10% owner of Celsius (CELH), reported settling three tranches of a prepaid variable forward sale. Through CD Financial LLC, she delivered 150,000 shares of common stock per tranche, physically transferring shares to an unaffiliated buyer in July 2026.
What was the Floor Price in the Celsius (CELH) prepaid variable forward sale?
The contract defined 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, triggering delivery of 150,000 shares per tranche without additional payment from the buyer.
Were Deborah DeSantis’s Celsius (CELH) VPF settlements under a Rule 10b5-1 plan?
They are not reported as Rule 10b5-1 plan trades. The filing’s Rule 10b5-1 checkbox is unchecked, and the footnotes describe the prepaid variable forward mechanics but do not reference any Rule 10b5-1 trading plan.
What price was reported for the CELH common stock transfers in this Form 4?
The indirect common stock transactions coded "J" show a reported price of $46.2527 per share. Separately, a Floor Price of $41.6275 governs the prepaid variable forward; when VWAP fell below this floor, fixed share delivery applied without additional buyer payment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
