Celsius Holdings (CELH) holder delivers three 150,000-share tranches via forward
Rhea-AI Filing Summary
Celsius Holdings, Inc. reported that William H. Milmoe, a former 10% owner acting through CD Financial LLC, settled three tranches of a prepaid variable forward on CELH common stock. On July 28–30, 2026 CD physically delivered 150,000 shares per tranche to an unaffiliated buyer, with related indirect stock dispositions reported at $46.2527 per share and no additional payment from the buyer at settlement.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 450,000 shares
Net Sell
6 txns
Insider
Milmoe William H.
Role
Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1 | 150,000 | $0.00 | $0.00 |
| Other | Common Stock F2, F3, F1 | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1 | 150,000 | $0.00 | $0.00 |
| Other | Common Stock F2, F3, F1 | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) F2, F3, F1 | 150,000 | $0.00 | $0.00 |
| Other | Common Stock F2, F3, F1 | 150,000 | $46.2527 | $6.94M |
Holdings After Transaction:
Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote);
Common Stock — 11,182,396 shares (Indirect, See Footnote)
Footnotes (3)
- F1. 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.
- F2. On July 28, 2026, July 29, 2026, and July 30, 2026, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on June 6, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, physical settlement applied.
- F3. On the maturity dates for each tranche (July 27, 2026, July 28, 2026, and July 29, 2026), the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price"). Accordingly, in physical settlement of each of these three tranches, CD transferred to the buyer 150,000 shares for each tranche as indicated in the table above without additional payment from the buyer.
Key Figures
Shares delivered per tranche: 150000.0000 shares
Number of tranches settled: 3 tranches
Reported transaction price: $46.2527 per share
+2 more
5 metrics
Shares delivered per tranche
150000.0000 shares
Common stock delivered in each prepaid forward tranche on July 28–30, 2026
Number of tranches settled
3 tranches
Prepaid variable forward tranches physically settled by CD Financial LLC
Reported transaction price
$46.2527 per share
Price shown for indirect common stock dispositions linked to the forward settlements
Floor Price under VPF
$41.6275
Contractual Floor Price compared with volume-weighted average prices at tranche maturities
Restructuring share total
900000 shares
Total shares referenced across six restructuring transactions coded as J
Key Terms
Variable Prepaid Forward Sale Contract, volume-weighted average price, Floor Price, physical settlement, +1 more
5 terms
Variable Prepaid Forward Sale Contract financial
"CD settled three tranches of a Variable Prepaid Forward Sale Contract with a buyer."
volume-weighted average price financial
"The volume-weighted average price of CELH common stock was below the Floor Price."
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Floor Price financial
"The contract specifies a Floor Price of $41.6275 for determining share delivery."
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
physical settlement financial
"For these three tranches of the VPF, physical settlement applied."
Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.
beneficial interest financial
"The Carl DeSantis Revocable Trust owns a 99% beneficial interest in CD."
Beneficial interest is the right to receive the economic benefits of an asset—such as dividends, interest, or sale proceeds—without necessarily holding legal title to it. For investors this matters because it determines who actually gains from an investment or trust, much like renting an apartment where the tenant enjoys living there and paying bills while the landlord holds the deed; understanding who has the beneficial interest affects income rights, voting influence, and risk exposure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did William H. Milmoe report for CELH?
William H. Milmoe reported settling a prepaid variable forward on Celsius Holdings (CELH) stock. Through CD Financial LLC, three tranches were physically settled on July 28–30, 2026, each involving the delivery of 150,000 common shares to an unaffiliated buyer.
What price information is disclosed for the CELH insider’s transactions?
For the indirect common stock dispositions, the filing reports a transaction price of $46.2527 per share. Footnotes also reference a contractual Floor Price of $41.6275 used to determine the number of shares delivered when the volume-weighted average price fell below that level.
Were the CELH transactions reported as direct or indirect holdings?
All reported positions are indirect, held through CD Financial LLC. A footnote explains that Milmoe manages CD and is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD, and that he shares voting and dispositive power over the shares.
What is the Variable Prepaid Forward Sale Contract mentioned in the CELH Form 4?
It is a prepaid variable forward sale contract entered on June 6, 2023 between CD Financial LLC and an unaffiliated buyer. On July 28–30, 2026, three tranches reached maturity and were physically settled by delivering CELH shares instead of receiving additional cash.
How are the CELH insider transactions coded and categorized in the Form 4?
Each transaction uses code J, described as “Other acquisition or disposition.” The summary classifies six restructuring transactions totaling 900000 shares, covering both the derivative forward obligations and the corresponding indirect common stock dispositions through CD Financial LLC.