Celsius Holdings Insider Sells 450,000 Shares Through Variable Forward Contract Settlement

Three-Tranche Share Disposition and Settlement Timeline

The disclosure documents three separate transactions involving the disposition of common stock by Deborah DeSantis, the manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust. The transactions occurred on consecutive business days: July 23, 2026, July 24, 2026, and July 27, 2026. In each transaction, exactly 150,000 shares were transferred, totaling 450,000 shares across the three dates. The filing indicates that CD Financial LLC, which holds the shares as the record holder, facilitated these transactions through the settlement of derivative securities rather than through open market sales.

The shares were disposed of at a transaction price of $46.2527 per share, according to the filing. This pricing reflects the mechanics of the prepaid variable forward sale contract that governed these transactions. The relatively uniform pricing across all three tranches suggests the transactions were pre-arranged under the terms of the original forward contract rather than executed at varying market prices. Each tranche settlement represents the maturation of a separate component of the larger derivative agreement established years earlier.

Variable Prepaid Forward Sale Contract Framework

The filing reveals that the three share dispositions stem from a variable prepaid forward sale contract entered into on June 6, 2023, between CD Financial LLC and an unaffiliated third-party buyer. Under the terms of this derivative security, CD had obligated itself to sell shares of Celsius Holdings common stock at specified future dates. The forward contract included a floor price mechanism set at $41.6275 per share, which plays a critical role in determining the settlement method and quantity of shares transferred on each maturity date.

Physical settlement was applied to all three tranches, meaning shares were transferred to the buyer rather than any cash settlement occurring. The filing states that on the maturity dates for each tranche—July 22, 2026, July 23, 2026, and July 24, 2026—the volume-weighted average price of Celsius Holdings common stock was below the $41.6275 floor price. When the stock price falls below the floor price, the contract mechanics required the transfer of a fixed number of shares (150,000 per tranche in this case) without additional payment from the buyer to CD Financial LLC. This structure is typical of variable prepaid forward contracts, where the seller assumes downside risk if the stock declines below specified thresholds.

Beneficial Ownership Changes and Indirect Holdings

The filing documents changes in Deborah DeSantis's beneficial ownership of Celsius Holdings common stock following each transaction. Prior to the first transaction on July 23, 2026, her indirect beneficial ownership stood at 11,932,396 shares. After the disposition of the first tranche of 150,000 shares, this figure decreased to 11,782,396 shares. Following the second tranche on July 24, 2026, beneficial ownership further declined to 11,632,396 shares. The third tranche on July 27, 2026 would have reduced ownership by an additional 150,000 shares, though the filing presents the cumulative position following all reported transactions.

All shares are held indirectly through CD Financial LLC, which the filing identifies as holding a 99% beneficial interest in the Carl DeSantis Revocable Trust. The reporting person shares voting and dispositive power with respect to these shares as both manager of the LLC and trustee of the trust. The indirect holding structure is common among insider executives and significant shareholders seeking to organize their personal investments through legal entities that provide liability protection and estate planning benefits. The filing notes that DeSantis is classified as a former 10% owner rather than a current 10% owner, suggesting her percentage stake may have fallen below the 10% threshold, though the exact current ownership percentage was not disclosed in this filing.

Derivative Securities and Contract Obligations

Table II of the filing documents the derivative securities associated with these transactions, specifically three variable prepaid forward sale contracts each representing an obligation to sell 150,000 shares of Celsius Holdings common stock. These contracts are listed with a price of derivative security recorded as $0, which reflects the structure of prepaid forward contracts where the buyer provides upfront capital in exchange for future share delivery, eliminating ongoing premium payments. The contracts show zero derivative securities beneficially owned following the transactions because physical settlement resulted in the complete satisfaction of the contractual obligations for each tranche.

The variable nature of these forward contracts means that the final settlement—whether through cash or share delivery and the specific number of shares transferred—is determined by the stock price at maturity relative to the floor and cap prices embedded in the agreement. In this instance, all three tranches settled through physical delivery of exactly 150,000 shares each because the stock price fell below the floor price on each maturity date. Had the stock price remained above the floor price, the settlement mechanics would have been different, potentially resulting in no share transfer or a smaller number of shares being delivered.

Market Context and Pricing Analysis

The volume-weighted average price (VWAP) of Celsius Holdings shares fell below the $41.6275 floor price on all three maturity dates specified in the contract—July 22, 23, and 24, 2026. This suggests that the stock experienced trading pressure or broader market headwinds during this period. The transaction price of $46.2527 per share recorded in the disposition table differs from the floor price, reflecting the original terms of the prepaid forward contract negotiated in June 2023. At that time, the $46.2527 price represented the agreed-upon valuation for shares that would be transferred under certain settlement conditions.

The filing does not provide commentary on the reasons for the stock price movement below the floor price or on Celsius Holdings' business performance during this period. Investors examining this disclosure should consider reviewing concurrent company announcements, quarterly earnings reports, or market news from late July 2026 to understand the broader context of the share price movement. The forward contract structure itself has locked in these settlement terms regardless of market conditions, meaning neither DeSantis nor the counterparty could renegotiate terms based on current stock performance.

Regulatory Classification and Reporting Status

The filing classifies Deborah DeSantis under the "Other" relationship category, specifically designating her as a "Former 10% Owner" of Celsius Holdings. This classification indicates that while she may have held 10% or greater beneficial ownership at some point in the past, she no longer meets that threshold at the time of this filing. However, investors should note that she continues to be subject to Section 16 reporting obligations and must disclose material changes in her beneficial ownership through Form 4 filings. The checkbox indicating whether the reporting person is "no longer subject to Section 16" was not checked, confirming her continued obligation to report insider transactions.

The nature of the transactions—fulfillment of a pre-planned derivative contract—is disclosed through the Form 4 mechanism, which captures all changes in beneficial ownership by reporting persons regardless of whether those changes result from open market purchases and sales, option exercises, gift transfers, or other mechanisms. The filing's completion and signature by DeSantis on July 27, 2026, represents her certification of the accuracy of the information presented, with the standard warning that intentional misstatements or omissions constitute federal criminal violations.

Contract Establishment and Long-Term Timeline

The prepaid variable forward sale contract underlying these transactions was originally established on June 6, 2023, more than three years before the settlement transactions disclosed in this filing. The original contract contemplated three tranches with maturity dates that ultimately occurred in July 2026. This extended timeline between contract inception and settlement is typical for structured financial arrangements involving public company securities, particularly when those arrangements are designed to provide liquidity to insider shareholders while managing tax and market timing considerations.

The three-year gap between the June 2023 contract date and the July 2026 settlement suggests that DeSantis and the counterparty to the forward contract negotiated terms that would provide certainty regarding timing and mechanics of share disposition well in advance of actual settlement. The contract's floor price and fixed share quantities per tranche were established at inception, meaning both parties had full visibility into the potential settlement outcomes based on future stock price movements. The subsequent trading results—with all three tranches settling through physical share delivery at the floor price—were not predetermined but rather resulted from Celsius Holdings' actual stock performance during the relevant period.

Tranche-by-Tranche Settlement Details

The first tranche settled on July 23, 2026, following the stock's volume-weighted average price falling below $41.6275 on July 22, 2026. CD Financial LLC transferred 150,000 shares to the counterparty buyer on this date without any additional payment received from the buyer. The second tranche followed immediately on July 24, 2026, with settlement occurring after July 23, 2026's VWAP fell below the floor price. Again, 150,000 shares were transferred at the contractually specified price with no additional consideration. The third tranche completed the settlement sequence on July 27, 2026, with the maturity date having been July 24, 2026, when the stock price again closed below the floor price threshold.

The staggered settlement dates across three business days may reflect either the original contract terms or operational procedures for executing the physical transfer of such significant share quantities. The filing documents that each transaction was conducted under codes "J/K" in the transaction code field, which according to SEC instructions typically indicates options exercise or similar derivative security settlements. The consistent $46.2527 per share pricing across all three tranches confirms that each was governed by the same forward contract terms rather than separate transactions negotiated at different times or prices.

Investor Implications and Ownership Concentration

While DeSantis's ownership stake decreased by 450,000 shares through these transactions, she maintained a substantial beneficial ownership position of approximately 11.6 million shares following the three dispositions. This level of ownership, even after the reductions, represents significant insider exposure to Celsius Holdings' future performance. The indirect holding structure through CD Financial LLC and the Carl DeSantis Revocable Trust provides flexibility for estate planning and potential future gifting or disposition strategies, though any such transactions would also require Form 4 disclosure reporting.

Investors monitoring insider trading activity at Celsius Holdings may be watching to determine whether DeSantis intends to execute additional forward contracts, engage in direct open market sales, or maintain her current ownership level going forward. The variable prepaid forward contract mechanism allows insiders to address liquidity needs or diversification objectives without making daily trading decisions or attempting to time the market, as the settlement terms were locked in years in advance. The contract's floor price mechanism ensured that regardless of stock price movements, DeSantis would transfer the agreed-upon number of shares at maturity, providing predictability and closure to the obligation.