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Deborah DeSantis, formerly owning over 10% of Celsius Holdings Inc. (NASDAQ:CELH), sold 450,000 shares of common stock in three separate transactions from July 23 to July 27, 2026. These sales were executed through the settlement of a variable prepaid forward sale contract originally established in June 2023. The shares transferred at prices near $46.25 each, following the stock’s volume-weighted average price dropping below the contract’s floor price of $41.6275. This filing highlights notable insider activity in the energy drink company’s stock during the reported timeframe.
Key Points
- Stock Ticker: NASDAQ: CELH
- Deborah DeSantis, a former 10% owner, sold 450,000 shares in three tranches on July 23, 24, and 27, 2026
- Shares sold at approximately $46.2527 each via physical settlement of a prepaid variable forward sale contract initiated on June 6, 2023
- Post-transactions, DeSantis’s indirect beneficial ownership declined from 11,932,396 to 11,632,396 shares held through CD Financial LLC
Details of Three-Tranche Share Sale and Settlement Dates
The filing reports three distinct transactions involving Deborah DeSantis, manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust. These occurred on July 23, 24, and 27, 2026, each involving the transfer of exactly 150,000 shares, summing to 450,000 shares. CD Financial LLC, the record holder, executed these transfers as settlements of derivative securities rather than open market sales.
Each tranche was transacted at $46.2527 per share, consistent with the prepaid variable forward sale contract’s terms. The uniform pricing across all three tranches indicates prearranged settlement under the original contract rather than market-driven pricing variations. Each tranche represents a matured portion of the derivative contract established years prior.
Overview of Variable Prepaid Forward Sale Contract
The sales stem from a variable prepaid forward sale contract entered on June 6, 2023, between CD Financial LLC and an unrelated third-party purchaser. This contract obligated CD Financial LLC to sell Celsius Holdings shares on specified future dates, incorporating a floor price of $41.6275 per share that influenced settlement methods and share quantities transferred at maturity.
All three tranches settled physically, meaning shares were delivered to the buyer instead of cash payments. On the maturity dates—July 22, 23, and 24, 2026—the volume-weighted average price of CELH shares was below the floor price. Consequently, the contract required transferring a fixed 150,000 shares per tranche with no additional payment from the buyer, a typical feature of variable prepaid forward contracts where the seller bears downside risk if the stock price falls below the floor.
Changes in Beneficial Ownership and Indirect Holdings
Before the first transaction on July 23, 2026, DeSantis indirectly owned 11,932,396 shares. After transferring 150,000 shares on July 23, her holdings dropped to 11,782,396 shares. Following the July 24 tranche, ownership further decreased to 11,632,396 shares. The third tranche on July 27 reduced ownership by another 150,000 shares, with the filing reporting the cumulative post-transaction position.
All shares are held indirectly via CD Financial LLC, which holds a 99% beneficial interest in the Carl DeSantis Revocable Trust. DeSantis exercises voting and dispositive authority as both LLC manager and trust trustee. The filing classifies her as a former 10% owner, implying her stake fell below 10%, though the exact current percentage is undisclosed.
Derivative Securities and Contractual Obligations
Table II of the filing details three variable prepaid forward sale contracts, each obligating the sale of 150,000 CELH shares. The contracts report a derivative security price of $0, reflecting upfront capital received at contract inception and no ongoing premiums. Post-settlement, no derivative securities remain beneficially owned due to physical delivery satisfying all obligations.
The variable prepaid forward contracts determine final settlement—cash or shares and share quantity—based on stock price relative to floor and cap prices at maturity. Here, all tranches settled via physical delivery of 150,000 shares each because the stock price was below the floor on all maturity dates. Had the price exceeded the floor, settlement terms would differ, potentially reducing or eliminating share transfers.
Market Context and Pricing Insights
The volume-weighted average price of CELH shares fell below the $41.6275 floor on July 22, 23, and 24, 2026, indicating trading pressure or broader market challenges. The $46.2527 per share transaction price in the filing differs from the floor price, representing the contract’s original valuation set in June 2023 for share transfers under specific conditions.
The filing does not comment on reasons for the price decline or Celsius Holdings’ operational performance during this period. Investors should review company announcements, earnings reports, and market news from late July 2026 to understand the broader context. The contract terms locked in settlement conditions years earlier, preventing renegotiation based on current stock performance.
Regulatory Classification and Reporting Obligations
DeSantis is classified as a "Former 10% Owner" under the "Other" relationship category, indicating her beneficial ownership was previously above 10% but has since fallen below that threshold. She remains subject to Section 16 reporting requirements, as confirmed by the unchecked box indicating continued reporting obligations. All beneficial ownership changes, including derivative contract settlements, are disclosed via Form 4 filings.
The filing, signed by DeSantis on July 27, 2026, certifies the accuracy of the information and reminds that intentional misstatements are federal offenses.
Contract Origination and Long-Term Settlement Timeline
The prepaid variable forward sale contract was established on June 6, 2023, over three years before the July 2026 settlements. The contract outlined three tranches with maturity dates in July 2026, a typical structure for insider liquidity arrangements balancing tax and market timing considerations.
The three-year interval allowed both parties to agree on timing and settlement mechanics well in advance. Fixed floor price and share quantities per tranche provided transparency on potential outcomes, with actual share deliveries determined by Celsius Holdings’ stock performance during the settlement period.
Tranche-by-Tranche Settlement Summary
The first tranche settled on July 23, 2026, after the stock’s VWAP fell below $41.6275 on July 22, with 150,000 shares transferred without additional payment. The second tranche settled July 24 under similar conditions, and the third tranche completed settlement on July 27, based on the July 24 VWAP below the floor price.
Staggered settlement dates may reflect contract terms or operational logistics. Transaction codes "J/K" indicate derivative security settlements per SEC instructions. The consistent $46.2527 per share price across tranches confirms all were governed by the same forward contract.
Investor Considerations and Ownership Concentration
Despite selling 450,000 shares, DeSantis retains a significant indirect stake of approximately 11.6 million shares, reflecting strong insider exposure to Celsius Holdings’ future prospects. The indirect holding via CD Financial LLC and the Carl DeSantis Revocable Trust offers estate planning flexibility and potential for future transactions, all subject to Form 4 reporting.
Investors tracking insider activity may watch for further forward contracts, open market sales, or ownership changes. The variable prepaid forward contract enables liquidity and diversification without daily trading decisions, with settlement terms fixed years in advance. The floor price mechanism ensured DeSantis transferred the agreed shares at maturity, providing certainty in the transaction.
