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Celsius Holdings (CELH) entity transfers 450,000 shares in prepaid forward

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CD Financial LLC, an entity associated with former 10% owner William H. Milmoe of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale transaction entered into on June 6, 2023 with an unaffiliated third-party buyer. On July 20, 21 and 22, 2026, CD physically settled the tranches by transferring 150,000 shares of Celsius common stock per tranche, for a total of 450,000 shares, to the buyer. These indirect transactions were reported under code J as other dispositions. Footnotes state that on tranche maturity dates the volume-weighted average price of Celsius common stock was below the contract’s $41.6275 Floor Price, so CD delivered shares without additional payment from the buyer. Milmoe is manager of CD and a trustee of a trust holding a 99% beneficial interest in CD, with shared voting and dispositive power over the affected shares.

Positive

  • None.

Negative

  • None.
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 — 12,082,396 shares (Indirect, See Footnote)
Footnotes (3)
  1. 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.
  2. F2. On July 20, 2026, July 21, 2026, and July 22, 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. F3. On the maturity dates for each tranche (July 17, 2026, July 20, 2026, and July 21, 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.
Shares transferred per tranche 150,000 shares Each of three variable prepaid forward tranches settled in July 2026
Total shares transferred 450,000 shares Aggregate Celsius common shares delivered by CD Financial LLC across three tranches
Reported transaction price per share 46.2527 per share Per-share transaction price for each 150,000-share common stock transfer
Floor Price under VPF $41.6275 Contractual Floor Price for CELH common stock in the variable prepaid forward
Number of tranches settled 3 tranches Three tranches of the variable prepaid forward sale contract settled in July 2026
Variable Prepaid Forward Sale Contract financial
"Variable Prepaid Forward Sale Contract (obligation to sell)"
volume-weighted average price financial
"the volume-weighted average price of CELH common stock was below"
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.

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FAQ

How many Celsius Holdings (CELH) shares were delivered under the prepaid variable forward?
CD Financial LLC transferred 150,000 shares per tranche, totaling 450,000 Celsius shares in physical settlement of three tranches of a variable prepaid forward sale contract after maturity-date pricing conditions triggered share delivery.

On which dates were the Celsius (CELH) variable prepaid forward tranches settled and matured?
The three tranches matured on July 17, 20, and 21, 2026 and were settled on July 20, 21, and 22, 2026, when CD Financial LLC completed physical settlement by delivering shares to the unaffiliated buyer.

What was the Floor Price in the Celsius Holdings (CELH) variable prepaid forward contract?
The contract specified a Floor Price of $41.6275 for CELH common stock. On each tranche’s maturity date, the volume-weighted average price was below this level, triggering physical settlement through delivery of shares without additional payment from the buyer.

At what price were the Celsius Holdings (CELH) share transfers reported in the insider transaction?
Each 150,000-share common stock transfer was reported with a transaction price of 46.2527 per share, with the deliveries occurring as part of the physical settlement of the variable prepaid forward tranches in July 2026.

Does William H. Milmoe directly own the Celsius (CELH) shares involved in this transaction?
The shares are held of record by CD Financial LLC. Milmoe is CD’s manager and a trustee of a trust with a 99% beneficial interest in CD, and has shared voting and dispositive power over those shares.

Were the Celsius (CELH) insider transactions reported as made under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox for these transactions was not marked as being under a Rule 10b5-1 plan, and the footnotes describe settlement of a previously executed variable prepaid forward rather than a designated trading-plan transaction.
SEC Form 4
FORM 4UNITED 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
X
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)
Director10% Owner
Officer (give title below)XOther (specify below)
Former 10% owner
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/20/2026J/K(2)(3)150,000D$46.252712,382,396ISee Footnote(1)
Common Stock07/21/2026J/K(2)(3)150,000D$46.252712,232,396ISee Footnote(1)
Common Stock07/22/2026J/K(2)(3)150,000D$46.252712,082,396ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Variable Prepaid Forward Sale Contract (obligation to sell)(2)(3)07/20/2026J/K(2)(3)150,000 (2)(3) (2)(3)Common Stock150,000$0(2)(3)0ISee Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)(2)(3)07/21/2026J/K(2)(3)150,000 (2)(3) (2)(3)Common Stock150,000$0(2)(3)0ISee Footnote(1)
Variable Prepaid Forward Sale Contract (obligation to sell)(2)(3)07/22/2026J/K(2)(3)150,000 (2)(3) (2)(3)Common Stock150,000$0(2)(3)0ISee 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 20, 2026, July 21, 2026, and July 22, 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 17, 2026, July 20, 2026, and July 21, 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. Milmoe07/22/2026
** Signature of Reporting PersonDate
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