Celsius Holdings (NASDAQ: CELH) insider uses shares to settle prepaid forward sale
Rhea-AI Filing Summary
Celsius Holdings, Inc. reporting person William H. Milmoe, through indirect holdings managed via CD Financial LLC and a trust with a 99% beneficial interest in CD, reported dispositions tied to a variable prepaid forward sale contract on CELH common stock. CD physically settled three tranches of a prepaid variable forward entered on June 6, 2023 with an unaffiliated buyer. On maturity dates in late July 2026, the volume‑weighted average price of CELH stock was below the $41.6275 Floor Price, so CD transferred 150,000 shares of common stock for each tranche without additional payment from the buyer, with these transfers reported as code J “other” transactions rather than open‑market sales.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 300,000 shares
Net Sell
4 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 |
Holdings After Transaction:
Variable Prepaid Forward Sale Contract (obligation to sell) — 0 shares (Indirect, See Footnote);
Common Stock — 10,882,396 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 31, 2026 and August 3, 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 30, 2026 and July 31, 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
Floor Price: $41.6275 per share
Per-share figure reported: $46.2527 per share
+2 more
5 metrics
Shares delivered per tranche
150,000 shares
CELH common stock transferred in physical settlement of each VPF tranche
Floor Price
$41.6275 per share
Contract Floor Price under the variable prepaid forward sale
Per-share figure reported
$46.2527 per share
Per-share amount shown for indirect common stock transactions on July 31 and August 3, 2026
Beneficial interest in CD Financial LLC
99% beneficial interest
Carl DeSantis Revocable Trust’s ownership interest in CD Financial LLC
VPF agreement date
June 6, 2023
Date CD entered the prepaid variable forward with an unaffiliated third‑party buyer
Key Terms
Variable Prepaid Forward Sale Contract, physical settlement, volume-weighted average price, Floor Price, +1 more
5 terms
Variable Prepaid Forward Sale Contract financial
"Variable Prepaid Forward Sale Contract (obligation to sell)"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction involving CELH did William H. Milmoe report on this Form 4?
Milmoe reported indirect dispositions of Celsius Holdings (CELH) shares through CD Financial LLC in connection with settling a variable prepaid forward. CD delivered 150,000 CELH shares for each of three tranches, classified as code J “other” transactions, not ordinary open‑market sales.
What role do CD Financial LLC and the Carl DeSantis Revocable Trust play in the CELH Form 4 transactions?
CD Financial LLC is the record holder of the CELH shares involved, and the Carl DeSantis Revocable Trust holds a 99% beneficial interest in CD. Milmoe is CD’s manager and a trustee of the trust, with shared voting and dispositive power over the reported shares.
What is the Floor Price in the Celsius Holdings (CELH) variable prepaid forward contract?
The prepaid variable forward references a Floor Price of $41.6275 per CELH share. On each tranche’s maturity, the volume‑weighted average price of CELH common stock was below this Floor Price, triggering physical share delivery terms described in the footnotes.
Was the CELH Form 4 variable prepaid forward settlement made under a Rule 10b5-1 trading plan?
The filing does not affirm a Rule 10b5‑1 trading plan; the document‑level 10b5‑1 checkbox is not marked as an affirmative plan. Footnotes instead describe a prepaid variable forward entered June 6, 2023 with an unaffiliated third‑party buyer.