Celsius Holdings (CELH) entity delivers 450,000 shares under prepaid forward sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Celsius Holdings, Inc. reports that CD Financial LLC, an entity managed by reporting person William H. Milmoe, physically settled three tranches of a prepaid variable forward sale contract by transferring 150,000 common shares on each of July 15, 16 and 17, 2026, for a total of 450,000 shares. The contract’s Floor Price was $41.6275 per share and, on each maturity date, no additional cash was paid by the buyer; after these indirect dispositions, CD reported holding 12,532,396 Celsius common shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
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 | -- |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | -- |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
| Other | Variable Prepaid Forward Sale Contract (obligation to sell) | 150,000 | $0.00 | -- |
| Other | Common Stock | 150,000 | $46.2527 | $6.94M |
Holdings After Transaction:
Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote);
Common Stock — 12,532,396 shares (Indirect, See Footnote)
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 July 15, 2026, July 16, 2026, and July 17, 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. On the maturity dates for each tranche (July 14, 2026, July 15, 2026, and July 16, 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: 150,000 shares
Total shares delivered under VPF: 450,000 shares
Indirect holdings after settlement: 12,532,396 shares
+4 more
7 metrics
Shares delivered per tranche
150,000 shares
Common stock transferred on each of July 15, 16 and 17, 2026 to settle VPF tranches
Total shares delivered under VPF
450,000 shares
Three tranches of 150,000 shares each delivered in physical settlement
Indirect holdings after settlement
12,532,396 shares
Celsius common shares indirectly held following the July 17, 2026 settlement
Floor Price
$41.6275 per share
Floor Price under the prepaid variable forward sale contract
Reported transaction price
$46.2527 per share
Price per share reported for each common stock disposition entry
Settlement tranches
3 tranches
Number of VPF tranches settled on July 15–17, 2026
Restructuring-coded shares
900,000 shares
Aggregate shares across six transactions coded as restructuring (J)
Key Terms
Variable Prepaid Forward Sale Contract, physical settlement, volume-weighted average price, Floor Price, +2 more
6 terms
Variable Prepaid Forward Sale Contract financial
"CD settled three tranches of a prepaid variable forward sale transaction (the "VPF")"
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.
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.
Floor Price financial
"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.
beneficial interest financial
"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 regulatory
"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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Celsius Holdings (CELH) report involving William H. Milmoe?
Celsius Holdings (CELH) reported that CD Financial LLC, managed by William H. Milmoe, settled three tranches of a prepaid variable forward sale, delivering 150,000 shares of common stock on each of July 15, 16 and 17, 2026, for a total of 450,000 shares transferred.