Celsius Holdings Insider Dean DeSantis Executes Prepaid Forward Sale Settlement Over Three Days in July

Celsius Holdings and DeSantis Background in the Energy Drink Market

Celsius Holdings, Inc. is a publicly traded company known for its fitness energy drink brand, which has established a significant presence in the functional beverage market. The company's products are marketed toward consumers focused on fitness, performance, and wellness, positioning the brand within the competitive energy drink sector that has experienced substantial growth over recent years. DeSantis held a former 10% owner status with the company, reflecting his previous substantial stake in the organization prior to recent transactions.

The reporting person serves as manager of CD Financial LLC, which holds shares in Celsius through a structure that provides him shared voting and dispositive power. This ownership arrangement is documented through the Carl DeSantis Revocable Trust, which maintains a 99% beneficial interest in CD Financial LLC. The cascading ownership structure is common among institutional and insider shareholders seeking to maintain control and tax efficiency in their equity positions.

Forward Sale Contract Terms and June 2023 Origination

The variable prepaid forward sale contract at the center of these transactions was originally established on June 6, 2023, between DeSantis's entity and an unaffiliated third-party buyer. This type of derivative instrument allows shareholders to lock in sale prices for future stock transfers while maintaining interim ownership and control of shares. The contract specified a floor price of $41.6275 per share, which served as a protective threshold in determining settlement methodology.

The forward sale contract was structured to mature in three separate tranches, with settlement dates occurring on July 15, 16, and 17, 2026. Each tranche involved 150,000 shares of CELH common stock. The multi-tranche structure allowed for staged liquidity and risk management across the three-day settlement period. Physical settlement provisions were embedded in the contract terms, requiring actual share delivery when certain price conditions were met at maturity.

Settlement Mechanics and Floor Price Calculations

According to the disclosure, the volume-weighted average price of CELH common stock on the three maturity dates fell below the contract's $41.6275 floor price threshold. Specifically, on July 14, 2026 (maturity date for the first tranche), July 15, 2026 (maturity date for the second tranche), and July 16, 2026 (maturity date for the third tranche), the VWAP remained below the established floor. This price movement triggered physical settlement provisions in the derivative agreement.

Under the contract terms, when the stock price falls below the floor price at maturity, the buyer receives the contractually specified number of shares without making additional cash payments to the seller. In each of the three tranches, DeSantis's entity transferred exactly 150,000 shares to the buyer as required by the settlement mechanics. This arrangement protected the buyer from downside price movement while limiting the seller's upside participation beyond the floor price level established three years prior to settlement.

Beneficial Ownership Reduction Across Settlement Dates

The three-day settlement period resulted in a measurable reduction in DeSantis's beneficial ownership of Celsius common stock. Following the first settlement on July 15, 2026, his indirect beneficial ownership position decreased to 12,832,396 shares from the prior level. After the second settlement on July 16, 2026, the position further declined to 12,682,396 shares, reflecting the cumulative impact of the 150,000-share transfer completed on that date.

Upon completion of the third and final settlement on July 17, 2026, DeSantis's beneficial ownership stood at 12,532,396 shares. The aggregate reduction of 450,000 shares across the three-day period represented the completion of the multi-year forward sale arrangement. All three tranches were settled through physical delivery of common stock at the same weighted average price of $46.2527 per share, indicating consistent market conditions across the three business days.

Derivative Securities and Contract Obligation Status

The disclosure documents three separate variable prepaid forward sale contracts, one for each settlement tranche dated July 15, 16, and 17, 2026. Each derivative instrument reflected an obligation to sell 150,000 shares of common stock underlying the contract. Prior to settlement, these derivative positions were recorded with zero derivative securities beneficially owned following each transaction, consistent with the physical settlement approach where actual shares are transferred rather than retained as derivative instruments.

The indirect ownership structure through CD Financial LLC means that while DeSantis exercises shared voting and dispositive power over the shares, the record ownership remains with the entity. This distinction between record holder and beneficial owner is material for understanding control relationships and reporting obligations under securities regulations. The settlement of these forward contracts through physical delivery eliminated the derivative positions while simultaneously reducing the underlying common stock position held through the CD Financial structure.

Price Comparison and Market Context for Settlement

The weighted average settlement price of $46.2527 per share represents the effective price at which DeSantis's shares were transferred to the buyer across the three tranches. This price exceeded the floor price of $41.6275 that was contractually specified in the June 2023 agreement, indicating that the stock performed above the minimum protection level despite falling below that floor at the precise maturity dates. The differential between the floor price and the settlement price illustrates how forward contracts can provide value even when price conditions shift between contract origination and execution.

DeSantis's beneficial ownership stake in Celsius at the time of these settlements remained substantial at over 12.5 million shares following completion of all three tranches. The three-year period between contract initiation in June 2023 and settlement in July 2026 encompasses a significant interval in the functional beverage market's evolution and Celsius's competitive positioning. The forward sale structure allowed DeSantis to manage liquidity while maintaining exposure to the company during this period of market development.

Reporting Obligations and Insider Disclosure Requirements

The Form 4 disclosure filed on July 17, 2026, documents DeSantis's transactions as required under Section 16 of the Securities Exchange Act of 1934. The reporting requirement applies to officers, directors, and persons holding ten percent or greater beneficial ownership in publicly traded companies. DeSantis's classification as a former ten percent owner triggers these periodic reporting obligations, ensuring that material changes in insider shareholdings are made available to investors and the broader market.

The detailed tabulation of transaction codes, security amounts, and ownership changes provides transparency regarding insider activity and potential motivations behind share movements. Investors monitor insider transactions for signals about management confidence, liquidity needs, or strategic shifts in company direction. The completion of a multi-year forward sale contract represents a predetermined, contractually binding action rather than a discretionary trading decision, distinguishing it from other forms of insider share dispositions.

Structure and Control Implications of the CD Financial Arrangement

The Carl DeSantis Revocable Trust maintains a 99% beneficial interest in CD Financial LLC, which serves as the record holder of the Celsius shares subject to this report. DeSantis's role as both manager of CD Financial and trustee of the revocable trust establishes clear lines of control and decision-making authority over the shareholdings. This layered ownership structure is commonly employed by high-net-worth individuals and former company insiders to maintain privacy, facilitate estate planning, and manage tax obligations.

The shared voting and dispositive power arrangement means that DeSantis retains practical control over share voting and sale decisions, even though CD Financial LLC is the formal record owner. This distinction has implications for understanding who bears the economic consequences of price movements and who exercises control rights such as voting in shareholder meetings. The disclosure of this arrangement in the Form 4 filing ensures that interested parties can trace the actual beneficial ownership chain and identify the person or entity directing the shareholding decisions.

Forward Sale Contracts as Risk Management Tools for Insiders

Variable prepaid forward sale contracts represent a sophisticated financial instrument that insiders use to hedge exposure to their company's stock while deferring actual sale transactions. By entering into such contracts, shareholders can effectively lock in sale prices and manage downside risk without immediately liquidating their positions. The June 2023 initiation of this contract allowed DeSantis to establish parameters around a future sale while preserving his voting rights and upside participation through the settlement period.

The floor price mechanism incorporated into this contract provided protection to the buyer against significant price declines while establishing DeSantis's minimum acceptable sale price in economic substance. The three-year interval between contract origination and maturity gave DeSantis extended exposure to Celsius's business performance and stock price movements. The ultimate settlement price of $46.2527 reflects market conditions at the specific maturity dates rather than a rate locked in at contract inception, demonstrating how variable prepaid forwards differ from standard forward contracts with fixed exercise prices.

Implications for Celsius Stock and Insider Ownership Monitoring

The completion of this insider transaction reduces DeSantis's visible beneficial ownership stake in Celsius to approximately 12.5 million shares, a level that remains highly significant even after the 450,000-share reduction. Monitoring insider shareholding levels provides one data point for investors evaluating insider confidence and long-term commitment to the company. The settlement of a contractually obligated transaction differs from discretionary open-market sales and should be interpreted accordingly when assessing management sentiment and strategic direction.

The immediate share price impact was not clear from available public information. Future share price movements and volume patterns following the completion of these insider settlements may provide additional context regarding market absorption of the supply and investor sentiment toward Celsius shares. The completion of a multi-year hedging arrangement also signals potential changes in DeSantis's future capital allocation decisions and management of his ownership position in the energy drink company.