Celsius holder settles prepaid forward contract
Rhea-AI Filing Summary
Celsius Holdings, Inc. insider filings show that CD Financial LLC, an entity managed by Dean DeSantis and majority-owned via the Carl DeSantis Revocable Trust, settled three tranches of a prepaid variable forward sale transaction entered on June 6, 2023 with an unaffiliated buyer.
On July 7, 8, and 9, 2026, CD physically settled these tranches by transferring 150,000 shares of Celsius common stock for each tranche after the volume-weighted average price on the applicable maturity dates fell below the $41.6275 floor price, with no additional payment from the buyer. Following these transactions, entities associated with DeSantis reported indirect ownership of 13,432,396 Celsius common shares with shared voting and dispositive power.
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) | 150,000 | $0.00 | $0.00 |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | $0.00 |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | $0.00 |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
Holdings After Transaction:
Variable Prepaid Forward Sale Contract (obligation to sell) — 0 contracts (Indirect, See Footnote);
Common Stock — 13,432,396 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 7, 2026, July 8, 2026, and July 9, 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 6, 2026, July 7, 2026, and July 8, 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 per tranche delivered: 150,000 shares
Total tranches settled: 3 tranches
Floor Price: $41.6275 per share
+4 more
7 metrics
Shares per tranche delivered
150,000 shares
Common stock transferred in physical settlement for each VPF tranche
Total tranches settled
3 tranches
Prepaid variable forward sale transaction settled on July 7–9, 2026
Floor Price
$41.6275 per share
Contractual floor price under the prepaid variable forward
Post-transaction holdings
13,432,396 shares
Indirect Celsius common stock reported after final transaction
Restructuring shares
900,000 shares
Shares involved in J-code restructuring entries in summary
Contract entry date
June 6, 2023
Date prepaid variable forward sale contract was entered
Maturity dates
July 6–8, 2026
Maturity dates used to determine VWAP vs. floor price
Key Terms
prepaid variable forward sale transaction, physical settlement, Floor Price, volume-weighted average price, +1 more
5 terms
prepaid variable forward sale transaction financial
"CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023"
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
"the volume-weighted average price of CELH common stock was 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 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.
beneficial interest financial
"the Carl DeSantis 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What restructuring did Dean DeSantis report in this CELH Form 4?
The filing reports settlement of three tranches of a prepaid variable forward sale transaction. CD Financial LLC transferred 150,000 Celsius shares per tranche to an unaffiliated buyer in physical settlement, restructuring an existing forward contract rather than recording a new open-market trade.
What floor price was used in the Celsius (CELH) variable prepaid forward contract?
The contract used a floor price of $41.6275 per share. On each maturity date, the volume-weighted average price of Celsius common stock was below this floor, triggering physical settlement with a fixed 150,000-share transfer for each of the three tranches.
Were these Celsius (CELH) transactions open-market buys or sells?
No, the transactions relate to settlement of a prepaid variable forward sale contract. They are coded as “J” (other acquisition or disposition) and reflect physical settlement mechanics, not new open-market purchases or sales at prevailing market prices by the reporting person.
AI-generated analysis. How Rhea-AI works. Not financial advice.
