Celsius insider pledges 7.9M shares in $372M prepaid forward agreement
Rhea-AI Filing Summary
Insider transaction summary: William H. Milmoe, who is a director and manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust, reported a variable prepaid forward contract tied to Celsius Holdings, Inc. (CELH). Under the contract entered August 7, 2025, CD will receive $372,347,277.72 in cash on September 9, 2025 in exchange for an obligation to deliver up to 7,900,000 shares of Celsius common stock in approximately 15 equal components maturing from September 7 to September 27, 2027.
The pledged shares remain subject to dividend and voting rights during the pledge. Default or settlement mechanics depend on the settlement price relative to a Floor Price $48.4239 and a Cap Price $64.5652, which determine how many shares will be delivered or whether cash/net settlement will occur.
Positive
- Upfront cash proceeds of $372,347,277.72 received by CD Financial LLC under the variable prepaid forward contract
- Dividend and voting rights retained by CD for the pledged shares during the term of the pledge
- Clear, formulaic settlement mechanics (floor and cap prices specified) that define delivery outcomes
Negative
- 7,900,000 shares pledged as collateral, creating potential for large deliveries of shares in 2027 depending on prices
- Future settlement exposure across approximately 15 components in September 2027 that may result in significant share transfers or cash settlement
Insights
TL;DR: A large variable prepaid forward provides substantial liquidity to a major holder while leaving settlement exposure tied to CELH share price between defined floor and cap levels.
The agreement generates $372.35 million in upfront cash against up to 7.9 million pledged shares, with settlement across ~15 tranches in September 2027. The contract preserves dividend and voting rights during the pledge and specifies formulaic delivery based on settlement prices relative to a $48.4239 floor and a $64.5652 cap. For investors, this is a material insider financing event that could convert into large share deliveries or cash settlements depending on future market prices.
TL;DR: The reporting person retains voting and dividend rights but has pledged shares as collateral for a sizable forward contract, creating staged transfer risk into 2027.
The filing discloses that CD Financial LLC pledged the Pledged Shares to secure obligations and that the reporting person has shared voting and dispositive power. The contract allows alternative settlement methods including net or full-share settlement; deliverable share counts vary with market prices. This is a significant governance disclosure about a major holder's liquidity arrangement and collateral pledge.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Forward sale contract (obligation to sell) | 7,900,000 | $0.00 | -- |
Footnotes (1)
- The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares. On August 7, 2025, CD entered into a variable prepaid forward contract with Citigroup Global Markets Inc, as purchaser. The contract obligates CD to deliver to the purchaser up to 7,900,000 shares of Celsius Holdings, Inc. ("Celsius") common stock (or, at CD's election, an equivalent amount of cash based on the market price of Celsius common stock) at the maturity of the contract (occurring in 15 approximately equal components from September 7, 2027 to September 27, 2027). In exchange for assuming this obligation, CD will receive a cash payment of $372,347,277.72 on September 9, 2025. CD pledged 7,900,000 shares of Celsius common stock (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provides that, under the default settlement method, the number of shares of Celsius common stock that CD would be obligated to deliver to the purchaser in respect of each maturity date would be determined as follows: (a) if the volume-weighted average price of Celsius common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $48.4239 (the "Floor Price"), CD will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $64.5652 (the "Cap Price), CD will deliver to the purchaser the number of shares equal to 100% of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and; (c) if such Settlement Price is greater than the Cap Price, CD will deliver to the purchaser the number of shares equal to 100% of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. Subject to certain conditions, CD may also elect to (x) net-settle the contract with cash or shares or (y) fully settle the contract with 100% of the Pledged Shares in exchange for a variable cash payment determined based on the relevant Settlement Price.
