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William H. Milmoe, former 10% owner and manager of CD Financial LLC—the record holder of a significant stake in Celsius Holdings, Inc. (NASDAQ:CELH)—reported the settlement of a variable prepaid forward sale contract on July 23, 24, and 27, 2026. This transaction involved transferring 450,000 common shares in three tranches at prices below the contract floor, reflecting a pre-arranged equity disposition plan initiated in June 2023. The filing sheds light on insider share movements amid a stock valuation environment that influenced contract settlement mechanics for the beverage company.
Key Points
- Stock Symbol: NASDAQ: CELH
- William H. Milmoe executed settlement of three tranches of a variable prepaid forward sale contract, transferring a total of 450,000 shares between July 23 and July 27, 2026
- Shares were transferred at settlement prices below the $41.6275 contract floor price, triggering physical settlement without additional buyer payment
- Milmoe’s beneficial ownership in CELH common stock decreased from approximately 11.9 million to 11.6 million shares following these transactions
Details of the Variable Prepaid Forward Sale Agreement
The filing reveals that William H. Milmoe, as manager of CD Financial LLC, entered into a variable prepaid forward sale contract on June 6, 2023, with an unaffiliated third-party buyer. This financial instrument enables insiders to set a sale price framework while deferring share transfer to specified maturity dates. The contract included three settlement tranches, each covering 150,000 CELH common shares, with maturity dates in late July 2026.
CD Financial LLC holds its shares through a structure where the Carl DeSantis Revocable Trust owns 99% beneficial interest, with Milmoe retaining shared voting and dispositive power. This ownership arrangement highlights the use of corporate and trust entities for managing insider holdings in publicly traded firms. The prepaid forward contract’s establishment three years prior to settlement suggests strategic tax planning or liquidity management by the insider.
Settlement Process and Floor Price Impact
The three tranches settled on July 23, 24, and 27, 2026, following maturity dates on July 22, 23, and 24, 2026. The contract’s critical floor price was $41.6275 per share. On each maturity date, CELH’s volume-weighted average stock price closed below this floor, triggering "physical settlement."
Physical settlement required CD Financial LLC to transfer 150,000 shares per tranche to the buyer without additional cash payment. This reflects the contract’s design, where the seller accepts downside price risk below the floor in exchange for upfront capital at contract initiation. The market prices in late July 2026 did not trigger a cash settlement alternative, resulting in equity delivery at floor-based terms.
Changes in Beneficial Ownership Post-Settlement
Following each tranche settlement, Milmoe’s beneficial ownership decreased sequentially. Before the July 23 transaction, he held about 11.9 million shares indirectly. After the first tranche, ownership declined to approximately 11.8 million shares.
The second and third tranches further reduced the stake to about 11.7 million shares after July 24 and approximately 11.6 million shares following the July 27 settlement. Overall, the 450,000 shares disposed represent roughly 3.8% of Milmoe’s pre-transaction holdings. He continues to hold all shares indirectly through CD Financial LLC and the Carl DeSantis Revocable Trust.
Transaction Pricing and Economic Terms Explained
Each 150,000-share tranche was transacted at $46.2527 per share at acquisition, but settlement occurred at the $41.6275 floor price, which was below the volume-weighted average prices on maturity dates. This pricing exemplifies how the variable prepaid forward contract allocated price risk between buyer and seller at the June 2023 inception.
The $46.2527 figure likely references the original acquisition price or contract valuation method, not the July 2026 settlement price. No additional consideration was exchanged beyond share transfer, consistent with the floor-triggered physical settlement.
Indirect Ownership and Trust Structure Insights
Milmoe holds shares indirectly via CD Financial LLC, 99% owned by the Carl DeSantis Revocable Trust. Milmoe is both manager of CD Financial LLC and trustee of the trust, granting him shared voting and dispositive power. Such layered ownership structures are common for managing estate planning, tax efficiency, and governance.
The filing notes Milmoe as a "former 10% owner," indicating his beneficial ownership fell below 10% due to recent transactions or dilution. The trust structure supports continuity of management and succession planning while maintaining regulatory beneficial ownership characteristics.
Contract Origins and Three-Year Settlement Timeline
The variable prepaid forward contract was initiated on June 6, 2023, over three years before the July 2026 settlements. Such extended timelines are typical in forward sale agreements, allowing insiders to lock pricing while controlling share transfer timing.
The three settlement tranches occurred over five days in late July 2026, suggesting staged physical settlements rather than a lump-sum transfer. This may facilitate orderly settlement or align with contract maturity conventions. The filing does not clarify whether settlements were mandatory or discretionary.
Insider Reporting and Regulatory Compliance
The Form 4 filing documents Milmoe’s compliance with Section 16(a) of the Securities Exchange Act of 1934, requiring beneficial ownership changes to be reported within two business days. The filing was signed on July 27, 2026, coinciding with the final tranche settlement, demonstrating timely SEC reporting.
The disclosure separately reports non-derivative securities (common stock) and derivative securities (prepaid forward contracts), ensuring transparency on insider transactions’ nature and economic impact. Milmoe indicated no Rule 10b5-1 trading plan involvement, confirming the forward contract predates any such plans.
Market Environment and Share Price Context
The filing confirms CELH stock traded below the $41.6275 floor on all three maturity dates in July 2026, triggering physical settlement. While exact prices are not detailed, this indicates a market valuation decline relative to the contract floor, affecting the insider’s forward contract outcome.
The floor price guaranteed minimum proceeds per share. Had CELH traded above this level, cash settlement would have occurred. Instead, physical delivery of shares at floor terms reflects the market price falling below the protected threshold.
Form 4 Accuracy and Disclosure Integrity
The filing includes certifications affirming the accuracy of reported information, warning that intentional misstatements violate federal laws. Milmoe’s signature and the July 27, 2026 filing date authenticate the disclosure. The form complies with SEC procedural rules requiring multiple copies and manual signature.
Unchecked boxes clarify Milmoe remains subject to Section 16 reporting and that the transaction was not under a Rule 10b5-1 plan. The filing references SEC instructions and OMB approval numbers, confirming regulatory authorization.
