DeSantis Dean 4

What Happened
Dean DeSantis (10% owner; manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust) settled three tranches of a prepaid variable forward (VPF) and delivered a total of 360,000 CELH shares in January 2026. Each tranche involved delivery of 120,000 shares and cash paid to CD: each tranche is reported at $38.79 per share and $4,654,932 in cash, for a combined cash receipt of $13,964,796. The Form 4 shows corresponding derivative dispositions recorded at $0 per share because the deliveries settled derivative contracts rather than open-market sales.

Key Details

• Transaction dates: shares delivered/settled on Jan 16, 2026; Jan 20, 2026; and Jan 21, 2026 (three tranches of 120,000 shares each).
• Reported price/amounts: $38.79 per share and $4,654,932 cash per tranche; total cash received ≈ $13,964,796. Derivative dispositions also reported at $0 per share reflecting physical settlement.
• Shares owned after transaction: not specified in the filing.
• Footnotes: (F1) DeSantis is manager/trustee and shares voting/dispositive power over CD Financial LLC (CD is record owner). (F2–F4) These deliveries were full physical settlements of VPF tranches entered Jan 19, 2023; cash paid was determined by a formula (Settlement Price minus Floor Price, subject to a cap).
• Timeliness: Form 4 filed Jan 21, 2026; filing appears to report the Jan 16/20/21 settlements in the normal reporting window.

Context
These were not open‑market sales but settlements of a previously entered prepaid variable‑forward contract in which the holder elected physical settlement (deliver shares in exchange for cash determined by the contract formula). For 10% owners like DeSantis, such transactions often reflect financing or previously arranged derivative settlements rather than a simple discretionary sale; the filing is factual and does not indicate motivation.