Celsius insider entity settles forward, transfers 450K shares
Celsius Holdings, Inc. insider-related entity CD Financial LLC settled three tranches of a prepaid variable forward sale transaction tied to Celsius common stock.
Rhea-AI Filing Summary
Celsius Holdings, Inc. insider-related entity CD Financial LLC settled three tranches of a prepaid variable forward sale transaction tied to Celsius common stock. For each tranche, on July 7, 8, and 9, 2026, CD physically delivered 150,000 shares, for a total of 450,000 shares, to an unaffiliated buyer. The filing shows an effective price of $46.2527 per share for these common stock entries and notes that the volume-weighted average price was below the VPF’s Floor Price of $41.6275, so CD transferred the shares without additional payment from the buyer. Following the final tranche, indirect holdings reported for the manager through CD totaled 13,432,396 shares of Celsius common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 900,000 shares
Other
6 txns
Insider
Milmoe William H.
Role
Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | $0.00 |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | $0.00 |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | $0.00 |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
Holdings After Transaction:
Variable Prepaid Forward Sale Contract (obligation to sell) — 0 contracts (Indirect, See Footnote);
Common Stock — 13,432,396 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 7, 2026, July 8, 2026, and July 9, 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 6, 2026, July 7, 2026, and July 8, 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 transferred per tranche: 150,000 shares
Total shares transferred: 450,000 shares
Reported share price: $46.2527/share
+3 more
6 metrics
Shares transferred per tranche
150,000 shares
Each of three prepaid variable forward tranches
Total shares transferred
450,000 shares
Across three tranches settled July 7–9, 2026
Reported share price
$46.2527/share
Common stock transaction price per share in entries
Floor Price
$41.6275/share
Prepaid variable forward contract Floor Price
Shares after transaction
13,432,396 shares
Indirect Celsius common stock holdings after July 9, 2026
Restructuring shares
900,000 shares
Total shares in restructuring-coded transactions
Key Terms
prepaid variable forward sale transaction, Floor Price, volume-weighted average price, physical settlement, +2 more
6 terms
prepaid variable forward sale transaction financial
"CD settled three tranches of a prepaid variable forward sale transaction entered into on June 6, 2023"
Floor Price financial
"the volume-weighted average price of CELH common stock was below $41.6275 (under the contract of the VPF, the "Floor Price")"
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.
volume-weighted average price financial
"the volume-weighted average price of CELH common stock was below $41.6275"
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.
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, which 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.
dispositive power financial
"The Reporting Person has shared voting and dispositive power with respect to such shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was the Floor Price in the Celsius (CELH) prepaid variable forward sale?
The Floor Price under the prepaid variable forward sale contract was $41.6275 per share. On each tranche’s maturity date, the volume-weighted average price was below this Floor Price, triggering physical settlement of 150,000 shares per tranche without extra cash payment.
What type of derivative was involved in the CELH insider restructuring?
The restructuring involved a prepaid variable forward sale contract, described as a “Variable Prepaid Forward Sale Contract (obligation to sell).” Each of the three tranches referenced 150,000 underlying Celsius common shares and was settled physically with share delivery.
AI-generated analysis. How Rhea-AI works. Not financial advice.
