Celsius Holdings insider settles forward share contract

Q: Who actually held the Celsius (CELH) shares involved in the reported transactions?

The shares were held by CD Financial LLC, which is managed by reporting person William H. Milmoe. A revocable trust of Carl DeSantis owns a 99% beneficial interest in CD, and Milmoe has shared voting and dispositive power over the reported shares.

Q: What is the structure of the prepaid variable forward sale affecting CELH shares?

CD Financial LLC entered a prepaid variable forward sale on June 6, 2023. Three tranches matured on July 14, 15 and 16, 2026, with physical settlement on July 15–17, 2026, each requiring delivery of 150,000 CELH shares to the buyer.</

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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.

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) ^{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 contracts (Indirect, See Footnote); Common Stock — 12,532,396 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 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.
F3. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

Who actually held the Celsius (CELH) shares involved in the reported transactions?

The shares were held by CD Financial LLC, which is managed by reporting person William H. Milmoe. A revocable trust of Carl DeSantis owns a 99% beneficial interest in CD, and Milmoe has shared voting and dispositive power over the reported shares.

What is the structure of the prepaid variable forward sale affecting CELH shares?

CD Financial LLC entered a prepaid variable forward sale on June 6, 2023. Three tranches matured on July 14, 15 and 16, 2026, with physical settlement on July 15–17, 2026, each requiring delivery of 150,000 CELH shares to the buyer.

What price terms governed the Celsius (CELH) prepaid variable forward contract?

For each tranche, the volume-weighted average price of CELH common stock on the maturity date was below the contract Floor Price of $41.6275 per share. Because of this, CD transferred 150,000 shares per tranche to the buyer without any additional payment at settlement.

How many Celsius (CELH) shares does the reporting entity hold after these transactions?

After settling the three prepaid variable forward tranches, CD Financial LLC reported indirect ownership of 12,532,396 shares of Celsius Holdings common stock. This figure reflects the position following the 450,000-share aggregate delivery under the forward sale contract.

Were the reported CELH transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox was not marked, and the footnotes describe the activity as settlement of a prepaid variable forward sale, without stating that these transactions occurred under a Rule 10b5-1 trading plan.

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Accepted by SEC EDGAR 07/17/2026 - 10:25 AM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Milmoe William H.

(Last)

(First)

(Middle)

190 S.E. 5TH AVENUE, SUITE 200

(Street)

DELRAY BEACH

FLORIDA

33483

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% owner

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/15/2026		J/K⁽²⁾⁽³⁾		150,000	D	$46.2527	12,832,396	I	See Footnote⁽¹⁾
Common Stock	07/16/2026		J/K⁽²⁾⁽³⁾		150,000	D	$46.2527	12,682,396	I	See Footnote⁽¹⁾
Common Stock	07/17/2026		J/K⁽²⁾⁽³⁾		150,000	D	$46.2527	12,532,396	I	See Footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾	07/15/2026		J/K⁽²⁾⁽³⁾			150,000	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	150,000	$0⁽²⁾⁽³⁾	0	I	See Footnote⁽¹⁾
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾	07/16/2026		J/K⁽²⁾⁽³⁾			150,000	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	150,000	$0⁽²⁾⁽³⁾	0	I	See Footnote⁽¹⁾
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾	07/17/2026		J/K⁽²⁾⁽³⁾			150,000	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	150,000	$0⁽²⁾⁽³⁾	0	I	See Footnote⁽¹⁾

Explanation of Responses:

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.

2. 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.

3. 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.

	/s/ William H. Milmoe	07/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR