Celsius Holdings (CELH) settles variable forward with 450K shares
Rhea-AI Filing Summary
Celsius Holdings, Inc. reports that CD Financial LLC, an entity associated with William H. Milmoe, settled three tranches of a prepaid variable forward sale entered on June 6, 2023, delivering 150,000 common shares per tranche (450,000 total) to an unaffiliated buyer. Milmoe, as CD’s manager and trustee of a trust holding a 99% beneficial interest in CD, has shared voting and dispositive power over these shares.
The common-stock dispositions are reported at a price of 46.2527 per share. Under the contract, a Floor Price of 41.6275 applied, and the volume-weighted average price on each maturity date was below this Floor Price, so the buyer made no additional payment in these physical settlements.
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 — 11,632,396 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 23, 2026, July 24, 2026, and July 27, 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 22, 2026, July 23, 2026, and July 24, 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 in VPF settlement: 450,000 shares
Reported transaction price: 46.2527 per share
+5 more
8 metrics
Shares delivered per tranche
150,000 shares
Common stock transferred in each VPF tranche settled July 23, 24, and 27, 2026
Total shares delivered in VPF settlement
450,000 shares
Aggregate Celsius common stock delivered by CD Financial LLC across three tranches
Reported transaction price
46.2527 per share
Price reported for each 150,000-share common stock disposition
VPF Floor Price
41.6275
Contractual Floor Price under the prepaid variable forward sale
Beneficial interest in CD
99%
Carl DeSantis Revocable Trust’s beneficial interest in CD Financial LLC
Number of restructuring transactions
6
Code J transactions (three derivative, three common stock) tied to VPF settlement
VPF entry date
June 6, 2023
Date CD Financial LLC entered the prepaid variable forward sale
VPF tranche maturity dates
July 22-24, 2026
Maturity dates when CELH VWAP was below the Floor Price
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 prepaid variable forward sale transaction (the "VPF")"
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.
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
"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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transactions involving CELH stock were reported by William H. Milmoe?
William H. Milmoe, through CD Financial LLC, settled three tranches of a prepaid variable forward sale, delivering 150,000 Celsius Holdings common shares per tranche, for a reported price of 46.2527 per share, under contract terms that included a 41.6275 Floor Price.
What pricing terms governed the CELH prepaid variable forward sale (VPF)?
The VPF used a contractual Floor Price of 41.6275. On each tranche’s maturity date, the volume-weighted average price of CELH common stock was below this Floor Price, so CD Financial LLC delivered 150,000 shares per tranche without any additional cash payment from the buyer.
Was a Rule 10b5-1 trading plan used for the reported CELH transactions?
The document-level Rule 10b5-1(c) checkbox is not checked. The transactions are reported under code J as other acquisitions or dispositions related to settlement of a prepaid variable forward sale by CD Financial LLC, rather than as trades under a designated Rule 10b5-1 plan.