Celsius Holdings Insider Share Dispositions Through Prepaid Forward Sale Contract Settlement

Contract Structure and Settlement Mechanics at Celsius

The transactions documented in this disclosure stem from a variable prepaid forward sale contract originally established on June 6, 2023, between CD Financial LLC and an unaffiliated third-party buyer. Under the terms of this derivative security arrangement, the contract was structured to settle across three separate tranches, each maturing on consecutive dates in mid-July 2026. The reporting person, Deborah DeSantis, serves as both manager of CD Financial LLC and a trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in the operating company that holds the Celsius Holdings shares subject to the arrangement. This structure created shared voting and dispositive power over the securities involved in the transaction.

Physical settlement of the contract occurred on the maturity dates of each tranche, with the settlement mechanism triggered by comparing the volume-weighted average price of CELH common stock against the floor price established in the original contract terms. The disclosure indicates that on the maturity dates for all three tranches—July 14, 15, and 16, 2026—the volume-weighted average price of Celsius common stock fell below the floor price of $41.6275 per share. When the market price drops below this contractual floor, the physical settlement provision required CD Financial LLC to transfer shares to the buyer without any additional cash payment from the buyer, effectively meaning the shares were transferred at the lower market price rather than at the floor price level.

Share Transfer Sequence and Beneficial Ownership Changes

Across the three-day settlement period, DeSantis's entity transferred a total of 450,000 common shares to the third-party buyer, distributed evenly as 150,000 shares per tranche on July 15, 16, and 17, 2026. Each transaction occurred at a price of $46.2527 per share, as reflected in the transaction records. The timing of these three sequential dispositions resulted in a corresponding reduction in the total beneficial ownership held indirectly through the CD Financial LLC and Carl DeSantis Revocable Trust structure. Following the July 15 transaction, the reporting person's beneficial ownership totaled 12,832,396 shares held indirectly. After the July 16 settlement, this figure decreased to 12,682,396 shares, and following the final settlement on July 17, beneficial ownership stood at 12,532,396 shares.

The indirect ownership structure documented in the disclosure remains significant in terms of voting and dispositive control over the remaining shares. Despite the 450,000-share reduction from the forward contract settlement, the reporting person's beneficial ownership of Celsius common stock remained substantial. All shares involved in the transaction and remaining in beneficial ownership are held through CD Financial LLC on a direct basis in the formal records, with the nature of indirect beneficial ownership specified as arising through the management role of the reporting person and her trustee status with respect to the Carl DeSantis Revocable Trust.

Derivative Security Classification and Contract Terms

The variable prepaid forward sale contract qualifies as a derivative security under securities law frameworks and required separate disclosure in Table II of the beneficial ownership report. This category of financial instrument represents an obligation to sell common shares under specified conditions, which differs from standard equity ownership captured in Table I. The contract structure incorporated pricing mechanics tied to the company's actual trading levels, with the floor price of $41.6275 serving as a key parameter. The immediate consequence of this floor price structure was that when Celsius common stock traded below this level on the settlement dates, the contract terms dictated physical delivery of shares without compensation adjustment.

Prior to settlement, the variable prepaid forward sale contract represented a contingent obligation to deliver common shares. The reporting person disclosed zero derivative securities beneficially owned following the completion of settlement on July 17, 2026, indicating that all tranches of the contract had been fully executed and the derivative obligation had been satisfied. The original contract entered into on June 6, 2023, thus functioned as a predetermined mechanism for share disposition, with the settlement outcomes determined by the trading performance of Celsius common stock relative to the contractual floor price during the specified maturity windows.

Reporting Person Role and Ownership Context at Celsius Holdings

The disclosure identifies Deborah DeSantis as a former 10% owner of Celsius Holdings, reflecting her historical significant shareholder status in the beverage company. Celsius Holdings operates in the functional energy drink and hydration beverage market, competing against established brands in the rapidly growing category of performance and wellness-oriented drinks. The company's business model centers on the development, marketing, and distribution of its Celsius branded product line, which positions it within a high-growth consumer beverage segment that has attracted substantial investor interest in recent years. DeSantis's beneficial ownership of 12.5 million shares as of the final settlement date, while reduced from the former 10% threshold, indicates continued material equity exposure to the company.

The reporting person's shared control through the trust-managed entity structure provides insight into how large institutional shareholders and insiders organize their equity holdings for operational and succession planning purposes. The Carl DeSantis Revocable Trust's ownership of CD Financial LLC, combined with DeSantis's role as manager and trustee, demonstrates common estate planning and asset management strategies employed by significant company shareholders. The use of variable prepaid forward sale contracts, as documented in this transaction, represents a sophisticated approach to managing large concentrated positions while locking in price floors, a strategy that allows shareholders to monetize or derisk their holdings over time without immediate outright sales at potentially unfavorable prices.

Pricing and Market Conditions During Settlement Period

The transactions settled at a price of $46.2527 per share, which represented a level above the contract's floor price of $41.6275 per share. However, the volume-weighted average prices on the three maturity dates—July 14, 15, and 16, 2026—were determined to be below the floor level, which triggered the physical settlement mechanism under the contract terms. This apparent discrepancy reflects the difference between the individual transaction prices recorded in the settlement of the forward contract and the volume-weighted average prices used to determine which settlement method would apply. The disclosure states that on the maturity dates for each tranche, the volume-weighted average price of CELH common stock fell below the $41.6275 floor, meaning the buyer was entitled to receive shares without paying additional compensation.

The settlement price and market conditions during mid-July 2026 provide context for understanding the economic outcome of the forward contract. The reporting person and the buyer had entered into the arrangement nearly three years prior on June 6, 2023, locking in the floor price mechanism to protect against significant downside moves. When the stock price on the settlement dates fell below this floor, it activated the provision requiring physical delivery of shares without cash adjustment, effectively completing the contract obligation based on the predetermined terms established at origination. The disclosure does not provide information about CELH's share price performance during the broader period from contract inception to settlement.

Beneficial Ownership Structure and Control Mechanics

The disclosure details a layered ownership structure in which the reporting person maintains indirect beneficial ownership through two entities: CD Financial LLC and the Carl DeSantis Revocable Trust. According to the explanatory footnotes, the reporting person is identified as the manager of CD Financial LLC and also serves as a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC. This arrangement means that the Carl DeSantis Revocable Trust is the economic owner of substantially all of CD Financial LLC's assets, while the reporting person exercises management and trustee responsibilities that include shared voting and dispositive power over the shares held in CD Financial LLC's name. CD Financial LLC, in turn, is the record holder of the Celsius common shares subject to the beneficial ownership report.

Shared voting and dispositive power, as noted in the disclosure, means that the reporting person does not have exclusive control over voting decisions or decisions regarding the sale or disposition of the shares, but rather shares this power with other parties, presumably other trustees or the trust structure itself. This type of arrangement is common in estate planning and family wealth management contexts, ensuring that large share blocks are held under structured governance frameworks rather than in a single individual's sole name. The continuation of this structure through the settlement of the forward contract indicates that CD Financial LLC remained the record holder even as the transaction transferred 450,000 shares to the third-party buyer, maintaining the overall organization of beneficial ownership relationships.

Transaction Code and Regulatory Compliance Indicators

Each of the three transactions conducted on July 15, 16, and 17, 2026, is classified under transaction codes designated as "J/K" in the disclosure, which typically represents a transaction under Rule 10b5-1. Rule 10b5-1(c) provides an affirmative defense to insider trading liability when a person enters into a binding contract, instruction, or written plan for the purchase or sale of securities in good faith, at a time when the person is not aware of material nonpublic information. The filing form itself includes a checkbox inquiry regarding whether the transaction was made pursuant to such a plan, though the disclosure does not indicate whether that box was marked for these transactions. The use of Rule 10b5-1 codes suggests that the forward contract and its settlement were potentially established or structured in compliance with these regulatory provisions.

The reporting person filed the disclosure on July 17, 2026, the same date as the final transaction, which aligns with the Section 16(a) requirement that officers, directors, and 10% owners file reports of their transactions within two business days of the transaction date. The disclosure was signed by Deborah DeSantis on July 17, 2026, certifying the accuracy of the information presented. The form includes standard regulatory warnings regarding the criminal penalties for intentional misstatements or omissions, reflecting the legal significance of insider trading reports and the importance of accurate beneficial ownership disclosure to market participants and regulators.

Implications for Celsius Holdings Shareholders and Market Participants

The disclosure of these share transfers provides market participants with updated information regarding the ownership structure and insider transactions at Celsius Holdings. While the reporting person remains a significant shareholder with beneficial ownership of over 12.5 million shares following the settlement, the reduction of 450,000 shares to an unaffiliated third party represents a meaningful change in the insider shareholding profile. Investors tracking insider ownership patterns at Celsius may view this transaction as evidence of the reporting person's execution of a long-standing derivative contract rather than as a new voluntary sale decision, given the contract's origination date of June 6, 2023. The distinction between pre-arranged forward contracts and contemporaneous market sales is material to market perception and analysis of insider trading behavior.

The beneficial ownership information disclosed in this report contributes to the broader public record regarding concentration of equity ownership at Celsius Holdings. With the reporting person's remaining beneficial ownership of approximately 12.5 million shares, investors analyzing the company's ownership structure can track significant stockholder positions and understand the potential voting influence and economic interests of major insiders. The prepaid variable forward sale contract mechanism also illustrates how large shareholders manage concentrated positions through financial engineering, using floor prices and staged settlement schedules to structure exit strategies or risk management approaches over extended time periods.

Historical Context and Forward Contract Utilization Trends

Variable prepaid forward sale contracts, as exemplified by the arrangement documented in this disclosure, have become increasingly common tools among corporate insiders and large shareholders seeking to manage concentrated equity positions without triggering immediate taxable events or market sales. The reporting person's use of such a contract, established on June 6, 2023, with a three-year term and staged three-tranche settlement structure, reflects market practices in equity collar and forward sale arrangements. These instruments allow shareholders to hedge downside risk by establishing floor prices while retaining economic exposure to upside appreciation until the settlement date, creating a defined financial outcome pathway. The floor price of $41.6275 established in the June 2023 contract would have represented either a calculation based on market conditions at that time or a negotiated price level between the reporting person and the buyer.

The settlement outcomes documented in this disclosure reveal that Celsius common stock trading fell below the contractual floor on the three maturity dates, which resulted in physical delivery of shares without additional cash payments. This outcome is consistent with market behavior during periods when stock prices may decline or remain below historical levels. The reporting person's willingness to complete the settlement as required under the contract terms, transferring the full 450,000 shares despite the market price conditions, demonstrates adherence to the binding nature of the forward contract. The disclosure does not indicate whether the reporting person maintained any residual economic interest in the transferred shares or participated in any subsequent transactions related to the buyer's receipt of the securities.