DeSantis Dean 4

What Happened

• DeSantis Dean, a 10% owner (manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust), disposed of 450,000 shares of Celsius Holdings (CELH) in three tranches (150,000 shares each) on July 23, July 24 and July 27, 2026. Each tranche is reported at $46.25 per share with a reported value of $6,937,905 per tranche and $20,813,715 in total.
• The filings also show corresponding derivative dispositions reported at $0 for each tranche. These transactions were settlements of a prepaid variable forward (VPF) entered June 6, 2023; because the VWAP on each tranche’s maturity date was below the contract floor price, physical settlement applied and shares were transferred to the buyer without additional payment.

Key Details

• Transaction dates and reported values: 7/23/2026 (150,000 @ $46.25, $6,937,905), 7/24/2026 (150,000 @ $46.25, $6,937,905), 7/27/2026 (150,000 @ $46.25, $6,937,905).
• Aggregate shares transferred: 450,000; aggregate reported value: $20,813,715.
• Derivative entries: three dispositions at $0, reflecting settlement of the VPF (physical delivery of shares).
• Reporting person/ownership: DeSantis is manager of CD Financial LLC; the Carl DeSantis Revocable Trust owns 99% of CD and CD is the record holder. The Reporting Person shares voting and dispositive power over the reported shares (see footnote F1).
• Shares owned after the transactions: not specified in the provided filing summary.
• Filing timeliness: Form 4 filed 7/28/2026 for transactions through 7/27/2026 (filed within the normal reporting window).

Context

• A prepaid variable forward (VPF) lets a shareholder lock in value now in exchange for future delivery (or cash) based on share prices at maturity. Physical settlement here meant actual shares were delivered because the VWAP on each maturity date was below the contract’s Floor Price ($41.6275), and no extra cash was due from the buyer.
• This report is from a 10% owner (institutional/large-holder category), not necessarily an executive trading on inside operational knowledge. Dispositions like this reflect settlement of a prior derivative agreement rather than a typical open-market sale.