Dean DeSantis Finalizes Three-Part Stock Settlement Under Celsius Holdings’ Variable Forward Contract

Details of Variable Forward Contract Settlement and Delivery Terms

According to the filing, Dean DeSantis, through CD Financial LLC—which is 99% owned by the Carl DeSantis Revocable Trust—settled three separate tranches of a variable prepaid forward sale contract on consecutive business days in late July 2026. The original contract was executed on June 6, 2023, with an unrelated third-party buyer. The final settlement dates were July 23, 24, and 27, 2026, with each tranche involving the transfer of 150,000 shares of Celsius Holdings common stock, totaling 450,000 shares delivered during this period.

The settlement was triggered because the volume-weighted average price (VWAP) of CELH stock fell below the contract’s floor price of $41.6275 on each maturity date. Under the terms of the variable prepaid forward sale agreement, when the stock price drops below this floor, physical settlement becomes mandatory, and shares are delivered to the buyer without additional cash payment. This is a typical feature of such contracts, limiting the seller’s downside protection to the predetermined floor price.

Ownership Structure and Changes in Beneficial Ownership

The filing clarifies that DeSantis holds his shares indirectly through CD Financial LLC, where he acts as manager, and as trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD Financial LLC. DeSantis shares voting and dispositive power over the shares held by this entity. This indirect ownership is disclosed in compliance with Section 16 reporting rules applicable to officers, directors, and beneficial owners of more than 10% of a company’s equity.

Following the three share transfers in late July, DeSantis’s indirect beneficial ownership declined sequentially: 11,932,396 shares after the July 23 settlement, 11,782,396 shares after July 24, and 11,632,396 shares following the July 27 settlement. This represents a cumulative reduction of 300,000 shares, though the filing does not specify the percentage of the company’s total shares or DeSantis’s current ownership percentage.

Contract Pricing and Floor Price Impact

Each tranche was executed at $46.2527 per share based on the Form 4 disclosure. However, the VWAP on the maturity dates—July 22, 23, and 24, 2026—fell below the contract floor price of $41.6275, triggering physical settlement. The discrepancy between the contract price and VWAP reflects the nature of variable prepaid forward contracts, where upfront capital is received at contract initiation, and settlement prices vary with market conditions. Since the stock price dropped below the floor, the buyer took physical delivery of shares at no extra cost, crystallizing a loss relative to the original contract terms for DeSantis.

Settlement Timing and Execution Over Multiple Days

The three tranches were settled on July 23, 24, and 27, 2026, spanning four calendar days but three business days. This staggered settlement aligns with typical variable forward contracts that incorporate multiple tranches with differing maturity dates to manage liquidity and price risk. The filing does not clarify whether these tranches were established separately or were part of the original June 2023 contract’s design.

The settlement of all three tranches within one week suggests the maturity schedule was predetermined in the initial agreement. Such scheduling is common in prepaid variable forward contracts, allowing both parties to plan capital flows and settlement logistics. The filing does not indicate if any additional tranches remain outstanding or if these were the final settlements under the contract.

Regulatory Status and Reporting Requirements

DeSantis is identified as a "Former 10% Owner" of Celsius Holdings, indicating he no longer holds 10% or more but still maintains a significant enough position to require Section 16 reporting. This classification applies to individuals who previously met the 10% threshold and remain subject to insider transaction disclosures. The filing shows no evidence that DeSantis held officer or director roles at the time of these transactions.

The Form 4 was filed by DeSantis on July 27, 2026, coinciding with the final tranche settlement. This timing complies with the regulatory mandate for Section 16 insiders to file Form 4 within two business days of transactions. The filing includes certifications regarding the accuracy of information and legal consequences for misstatements as required by U.S. securities laws.

Market Context and Stock Performance

The filing does not provide forward-looking statements or context about Celsius Holdings’ stock performance before the July 2026 settlements. However, the VWAP falling below the $41.6275 floor price on all three maturity dates indicates the stock traded significantly lower compared to the floor price set nearly three years earlier. This reflects a substantial decline in Celsius Holdings’ share price from June 2023 to July 2026, impacting the settlement terms DeSantis received.

The filing does not disclose the immediate market reaction or whether the settlement influenced trading. It focuses solely on settlement mechanics and ownership changes without commentary on DeSantis’s rationale or timing. Investors monitoring insider transactions may interpret this information as indicative of insider sentiment, though no explicit analysis is provided.

Derivative Securities and Outstanding Positions

The Form 4 includes a Table II section listing the variable prepaid forward sale contracts as derivative securities. DeSantis held three derivative positions, each covering 150,000 shares underlying the contracts. After the July 2026 settlements, the filing shows zero derivative holdings, indicating all contracts were settled.

The price for each derivative is reported as $0, a standard notation for derivatives settled through underlying share transfers. The indirect beneficial ownership of these derivatives is explained in a footnote referencing CD Financial LLC as the record holder, with DeSantis having shared voting and dispositive power as manager and trustee.

Original Contract Details and June 2023 Initiation

The variable prepaid forward sale contract was originally established on June 6, 2023, over three years before the July 2026 settlements. The filing provides limited details beyond the $41.6275 floor price and tranche structure with three settlement dates. Such contracts are commonly used by insiders to monetize holdings while deferring share sales and managing tax consequences, offering downside protection and potential upside participation.

The filing does not disclose the original stock purchase price, total contract value at inception, the number of originally planned tranches, or if any tranches had been settled prior to July 2026. Investors seeking comprehensive contract details would need to consult additional filings or sources beyond this Form 4.

Impact on Beneficial Ownership Disclosure and Monitoring

Completion of these three tranches reduced DeSantis’s beneficial ownership from approximately 11.93 million to 11.63 million shares, a decrease of about 300,000 shares or roughly 2.5% of his prior holdings. This represents a significant monetization event and corresponding decrease in his economic exposure to Celsius Holdings.

The Form 4 disclosure ensures transparency for investors and market participants regarding insider transactions. The staggered settlements over consecutive business days may interest observers tracking insider activity, as such clustering typically reflects predetermined schedules rather than opportunistic trades based on market conditions.