Celsius Holdings insider settles prepaid forward
Celsius Holdings, Inc. reporting person William H. Milmoe, as manager of CD Financial LLC, oversaw CD’s physical settlement of three tranches of a variable prepaid forward sale contract.
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Form Type
4
Rhea-AI Filing Summary
Celsius Holdings, Inc. reporting person William H. Milmoe, as manager of CD Financial LLC, oversaw CD’s physical settlement of three tranches of a variable prepaid forward sale contract. CD delivered 150,000 CELH shares per tranche (450,000 total) after prices fell below the $41.6275 floor price and now indirectly holds 12,982,396 shares, over which Milmoe has shared voting and dispositive power.
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 — 12,982,396 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 10, 2026, July 13, 2026, and July 14, 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 9, 2026, July 10, 2026, and July 13, 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 transferred per tranche: 150,000 shares
Total shares transferred: 450,000 shares
Floor Price: $41.6275 per share
+2 more
5 metrics
Shares transferred per tranche
150,000 shares
Common Stock delivered under each tranche of the variable prepaid forward
Total shares transferred
450,000 shares
Aggregate CELH shares delivered across three tranches
Floor Price
$41.6275 per share
Contractual floor price under the variable prepaid forward
Indirect holdings after settlement
12,982,396 shares
CELH common stock indirectly held after July 14, 2026 transactions
Tranches settled
3 tranches
Number of variable prepaid forward tranches physically settled in July 2026
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
"entered into a 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
"On the maturity dates ... the volume-weighted average price of CELH common stock"
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
"was below $41.6275 (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
"Revocable Trust, 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider activity did Celsius Holdings (CELH) report for William H. Milmoe?
Celsius Holdings reported that William H. Milmoe, through CD Financial LLC, settled three tranches of a variable prepaid forward sale contract, delivering 150,000 CELH common shares per tranche (450,000 total) to an unaffiliated buyer while retaining an indirect holding of 12,982,396 shares.
What is the floor price in the Celsius Holdings (CELH) variable prepaid forward?
The contract specifies a Floor Price of $41.6275 per share. On each tranche’s maturity date, the volume-weighted average price of CELH common stock was below this floor, triggering physical settlement with delivery of 150,000 shares per tranche without additional payment from the buyer.
On which dates were the Celsius Holdings (CELH) prepaid forward tranches settled?
Three tranches of the variable prepaid forward were settled on July 10, 2026, July 13, 2026, and July 14, 2026. The maturity dates tied to these settlements were July 9, 2026, July 10, 2026, and July 13, 2026, respectively, as specified in the contract.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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