Celsius Holdings Executive Completes Three-Tranche Stock Settlement Under Variable Forward Sale Contract

Variable Forward Contract Settlement and Physical Delivery Terms

The disclosure indicates that Dean DeSantis, through CD Financial LLC, which is owned 99% 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 entered into on June 6, 2023, with an unaffiliated third-party buyer, and the three final settlement dates occurred on July 23, July 24, and July 27, 2026. Each tranche involved the transfer of 150,000 shares of Celsius Holdings common stock, for a total of 450,000 shares delivered during this settlement period.

According to the filing, the settlement mechanism was triggered when the volume-weighted average price of CELH common stock fell below the contract's established floor price of $41.6275 on each of the three maturity dates. Under the terms of the variable prepaid forward sale agreement, when the stock price declined below this threshold, physical settlement became mandatory, and the shares were transferred to the buyer without any additional cash payment from the counterparty. This structure represents a standard feature of variable forward contracts, where the seller's downside protection is limited to the floor price established at contract inception.

DeSantis's Ownership Structure and Beneficial Ownership Changes

The filing clarifies that Dean DeSantis holds his Celsius Holdings shares indirectly through CD Financial LLC, of which he serves as manager, and as a trustee of the Carl DeSantis Revocable Trust. The trust maintains a 99% beneficial interest in CD Financial LLC, while DeSantis shares voting and dispositive power with respect to the shares held in the entity's name. This indirect ownership structure is disclosed as a matter of regulatory compliance under Section 16 reporting requirements, which apply to officers, directors, and beneficial owners of more than 10% of a company's equity securities.

Following the three share transfers in late July, DeSantis's indirect beneficial ownership position in Celsius Holdings declined sequentially. After the July 23 settlement, his beneficially owned shares totaled 11,932,396. The July 24 transaction reduced this to 11,782,396 shares, and the final July 27 settlement brought the total to 11,632,396 shares. This reflects a cumulative reduction of 300,000 shares across the three transactions, though the filing does not provide the percentage of total company shares this represents nor does it state DeSantis's current ownership percentage after these settlements.

Contract Pricing and Floor Price Mechanics

Each of the three tranches was executed at a price of $46.2527 per share, according to the disclosure tables in the Form 4 filing. However, the significance of this pricing lies in the contrast with the floor price of $41.6275 established under the original June 2023 contract. The filing indicates that on the maturity dates for each tranche—July 22, July 23, and July 24, 2026—the volume-weighted average price of CELH common stock settled below the floor price, which triggered the physical settlement mechanism.

The difference between the contract pricing shown in the tables and the actual VWAP at settlement reflects the mechanics of a variable prepaid forward sale structure. Under such arrangements, the seller receives upfront capital or credit at the time the contract is established, and the settlement price can vary based on market conditions at maturity. In this case, because the stock price declined below the protected floor, the buyer assumed the obligation to take physical delivery of the shares at no additional cost, effectively crystallizing a loss position relative to the original contract terms for DeSantis.

Timing and Settlement Execution Across Multiple Business Days

The three tranches were settled on July 23, 24, and 27, 2026, spanning a four-day calendar period but only three business days of actual settlement activity. This staggered settlement pattern aligns with the staged nature of variable forward contracts, which often incorporate multiple tranches with different maturity dates to manage liquidity and price risk across time horizons. The filing does not disclose whether the tranches had been established at different times within the broader June 2023 contract or whether they were always contemplated as three separate settlement events from the contract's inception.

The execution of all three tranches within a single week suggests that the maturity schedule for these particular tranches had been predetermined in the original June 2023 agreement. Such scheduling is typical in prepaid variable forward transactions, as it allows both counterparties to plan for capital movements and settlement logistics in advance. The filing provides no indication of whether additional tranches from the original contract remain outstanding or whether these three settlements represented the final portions of the agreement.

Regulatory Classification and Reporting Obligations

Dean DeSantis is identified in the filing as a "Former 10% Owner" of Celsius Holdings, which indicates that while he may no longer hold exactly 10% or more of the company's outstanding shares, his current ownership position remains significant enough to require Section 16 reporting. The "Former 10% Owner" classification typically applies to individuals who previously met the 10% threshold and continue to be subject to Section 16 disclosure obligations for transactions in company securities. This classification is distinct from director or officer status, and the filing shows no indication that DeSantis held either role at the time of the transaction.

The filing was executed by DeSantis himself on July 27, 2026, the same date as the final tranche settlement. This timing reflects the regulatory requirement that Section 16 insiders file Form 4 disclosures within two business days of the transaction. The form includes standard certifications regarding the accuracy of the information provided and the legal consequences of intentional misstatements or omissions, as mandated by 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Market Context and Stock Price Performance

The filing does not contain forward-looking statements or provide context regarding Celsius Holdings' stock performance leading up to the July 2026 settlements. However, the fact that the VWAP fell below the $41.6275 floor price on all three maturity dates indicates that the company's stock traded at depressed levels relative to the floor protection established nearly three years earlier in June 2023. This suggests that between the original contract date and July 2026, Celsius Holdings experienced a significant decline in share price from the floor level, a development that affected the settlement terms DeSantis received.

The immediate share price impact was not clear from available public information contained in the filing. The disclosure focuses exclusively on the mechanics of the settlement and DeSantis's ownership changes; it does not address market reaction to the Form 4 filing or provide any analysis of whether the settlement itself was anticipated to influence share trading patterns. Investors monitoring insider transaction filings may use such information to assess sentiment among company insiders regarding future business prospects, though the Form 4 itself contains no commentary on DeSantis's rationale or timing.

Derivative Securities and Outstanding Obligations

The Form 4 filing includes a separate Table II section documenting the variable prepaid forward sale contracts as derivative securities. According to this table, DeSantis held positions in three separate "Variable Prepaid Forward Sale Contract (obligation to sell)" derivative instruments, each covering 150,000 shares of common stock underlying the derivative. These entries demonstrate that as of the filing date, following the three settlements, the number of derivative securities beneficially owned showed zero holdings after the transactions were completed.

The filing indicates that the price of each derivative security is listed as $0, a standard notation used in Form 4 reporting to show that no separate purchase or sale price applies to derivative instruments that are settled through the transfer of the underlying securities themselves. The nature of indirect beneficial ownership for these derivative holdings is noted as "See Footnote (1)," which references the explanation that CD Financial LLC held these contracts as the record holder, with DeSantis holding shared voting and dispositive power through his roles as manager and trustee.

Original Contract Terms and June 2023 Inception

The original variable prepaid forward sale contract was established on June 6, 2023, more than three years before the July 2026 settlements. The filing provides limited detail regarding the initial terms beyond the floor price of $41.6275 and the tranche structure, which contemplated settlement on three separate dates. Variable prepaid forward contracts are commonly used by corporate insiders and significant shareholders to monetize their holdings while deferring the actual sale of shares and managing tax implications, as they provide certainty regarding the minimum value to be received while allowing for participation in stock price appreciation up to a cap level, if applicable.

The disclosure does not indicate the original purchase price of the stock held by DeSantis, the total value of the prepaid forward contract at its inception, the number of tranches originally contemplated in the June 2023 agreement, or whether any tranches from the same contract had been settled prior to July 2026. Investors seeking comprehensive detail regarding the original contract's terms, the consideration provided to DeSantis at inception, and the full settlement schedule would need to consult additional sources beyond this Form 4 filing.

Implications for Beneficial Ownership Tracking and Disclosure

The completion of these three tranches results in a measured decline in DeSantis's beneficially owned share count, reducing his indirect holdings from approximately 11.93 million shares to approximately 11.63 million shares. While the filing does not state his percentage ownership of Celsius Holdings as of July 27, 2026, the reduction of 300,000 shares represents roughly 2.5% of his previously reported position. This reduction is material from the perspective of insider reporting, as it signals a substantial monetization event and a corresponding decrease in DeSantis's economic exposure to the company.

The filing mechanism employed—Form 4 disclosure of beneficial ownership changes—ensures that investors and market participants have access to information regarding significant insider transactions. The staggered nature of the three tranches and their settlement across consecutive business days may be of interest to investors monitoring insider activity patterns, as such clustering can signal predetermined settlement schedules established well in advance rather than opportunistic trading decisions made in response to market conditions.