William H. Milmoe, a former 10% owner and manager of CD Financial LLC, the record holder of a substantial stake in Celsius Holdings, Inc. (NASDAQ: CELH), disclosed the settlement of a variable prepaid forward sale contract on July 23, 24, and 27, 2026. The transaction involved the transfer of 450,000 common shares across three separate tranches at prices below the contract floor, reflecting a pre-arranged equity disposition structure established in June 2023. The filing provides insight into insider share movements during a period when the beverage company's stock valuation appears to have influenced contract settlement mechanics.

Key Points

  • NASDAQ: CELH
  • William H. Milmoe executed settlement of three tranches of a variable prepaid forward sale contract, transferring 450,000 total shares between July 23 and July 27, 2026
  • The shares were transferred at settlement prices below the contract floor price of $41.6275, triggering physical settlement mechanisms that required no additional payment from the buyer
  • Milmoe's beneficial ownership in CELH common stock declined from approximately 11.9 million shares to 11.6 million shares following these transactions

Overview of the Variable Prepaid Forward Sale Structure

The filing discloses that William H. Milmoe, serving 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 type of financial instrument represents a sophisticated equity disposition mechanism that allows an insider to establish a sale price framework while deferring the actual transfer of shares to predetermined maturity dates. The contract structured three separate tranches of settlement, each covering 150,000 shares of CELH common stock, with maturity dates occurring in late July 2026.

The reporting person disclosed that CD Financial LLC holds its shares through a structure in which the Carl DeSantis Revocable Trust owns a 99% beneficial interest, with Milmoe maintaining shared voting and dispositive power over the securities. This arrangement underscores the use of corporate and trust vehicles for managing insider shareholdings in publicly traded companies. The establishment of this prepaid forward contract approximately three years before settlement suggests advance tax planning or liquidity management strategies on the part of the insider.

Settlement Mechanics and Floor Price Implications

According to the filing, each of the three tranches settled on July 23, 24, and 27, 2026, following maturity dates on July 22, 23, and 24, 2026, respectively. A critical element of the contract structure was the floor price of $41.6275 per share. The disclosure states that on each maturity date, the volume-weighted average price of CELH common stock closed below this floor price threshold, triggering what the filing describes as "physical settlement" of the contract.

Physical settlement under these contract terms meant that CD Financial LLC transferred 150,000 shares for each tranche to the buyer without the buyer making any additional cash payment. This mechanism reflects the nature of variable prepaid forward contracts, wherein the seller accepts downside price risk below the floor price in exchange for upfront capital receipt when the contract was initially established. The filing indicates that the actual trading prices in the market during late July 2026 were insufficient to trigger a cash settlement alternative, resulting instead in the delivery of equity securities at the specified floor-based terms.

Beneficial Ownership Changes Following Transactions

The filing documents a sequential reduction in Milmoe's beneficial ownership position in CELH common stock following each of the three settlement tranches. Prior to the July 23 transaction, the reporting person held approximately 11.9 million shares of common stock, held indirectly through the structure described above. After the first tranche settlement on July 23, 2026, beneficial ownership declined to approximately 11.8 million shares.

The second and third tranches further reduced the position to approximately 11.7 million shares following the July 24, 2026 settlement, and to approximately 11.6 million shares following the July 27, 2026 settlement. In total, the three settlement events resulted in the disposition of 450,000 shares, representing approximately 3.8% of Milmoe's pre-transaction beneficial ownership stake. The reporting person maintained indirect beneficial ownership of all shares through CD Financial LLC and the Carl DeSantis Revocable Trust structure detailed in the filing.

Transaction Pricing and Economic Terms

The disclosure indicates that each of the 150,000-share tranches was transacted at a price of $46.2527 per share at the time of acquisition, though the filing clarifies that settlement occurred at the floor price of $41.6275 per share, which was below the volume-weighted average prices on the maturity dates. This pricing structure illustrates how the variable prepaid forward contract allocated price risk between the buyer and seller at the time of the original June 2023 transaction.

The filing notes that the amount shown as $46.2527 appears to reference the price at which the shares were originally acquired by the reporting person or the valuation methodology used in the contract terms, rather than the settlement price applied in July 2026. The distinction between these price references highlights the complexity of multi-year forward contracts and the various price benchmarks embedded within them. No additional consideration was exchanged beyond the share transfer, consistent with the floor-triggered physical settlement mechanism.

Indirect Ownership and Trust Structure Details

The filing emphasizes that Milmoe holds all shares indirectly through CD Financial LLC, which is owned 99% by the Carl DeSantis Revocable Trust. Milmoe disclosed his role as both the manager of CD Financial LLC and a trustee of the trust, providing him with shared voting and dispositive power over the securities held in that structure. This multi-layered ownership arrangement is common among significant shareholders seeking to manage estate planning, tax efficiency, and governance considerations.

The disclosure of Milmoe as a "former 10% owner" in the relationship section of the filing indicates that his beneficial ownership percentage has declined to below 10% of outstanding CELH shares, either as a result of recent transactions or share dilution from company issuances. The trust structure allows for continuity of management and potential succession planning while maintaining beneficial ownership characteristics for regulatory and reporting purposes.

Historical Contract Origins and Three-Year Settlement Window

The variable prepaid forward sale contract was established on June 6, 2023, more than three years before the settlement events disclosed in this filing. This extended timeline between contract inception and settlement tranches is not uncommon in forward sale structures, which often allow corporations and insiders to lock in pricing mechanisms while preserving flexibility regarding when physical share transfers occur. The June 2023 origination date provides context for the financial environment and market conditions that prevailed when the insider decided to implement this disposition strategy.

The spacing of the three settlement tranches across five calendar days in late July 2026 suggests that the contract terms allowed for staged physical settlements rather than a single lump-sum transfer. This staggered approach may have been designed to facilitate orderly settlement procedures or to align with specific contract maturity date conventions. The filing does not disclose whether these tranches were mandatory settlements on their maturity dates or whether the insider had discretion regarding timing.

Regulatory Filing Obligations and Insider Transaction Reporting

The Form 4 filing documents Milmoe's obligations under Section 16(a) of the Securities Exchange Act of 1934 to report changes in beneficial ownership within two business days of the transaction date. The reporting person signed the disclosure on July 27, 2026, the same date as the third and final tranche settlement, indicating timely compliance with SEC reporting requirements. The filing addresses both the disposition of common stock shares and the settlement of derivative securities in the form of the variable prepaid forward contracts.

The disclosure structure requires separate reporting of non-derivative securities (the actual common stock shares) and derivative securities (the prepaid forward contracts themselves) to provide complete transparency regarding the nature and economic impact of insider transactions. This dual-table approach allows investors and analysts to understand both the direct equity transfers and the contractual obligations that may have preceded them. The filing notes that the reporting person checked boxes indicating that no Rule 10b5-1 plan was involved, suggesting that the forward contract predated and was separate from any trading plans established under that affirmative defense provision.

Market Context and Share Price Environment

The filing provides evidence that CELH common stock traded below the contract floor price of $41.6275 on each of the three maturity dates in late July 2026. While the specific closing or volume-weighted average prices are not itemized in the disclosure, the fact that physical settlement was triggered indicates that the stock's market valuation had declined relative to the floor price established in the June 2023 contract. This price relationship is material to understanding the economic outcome of the insider's forward contract strategy.

The floor price of $41.6275 established in June 2023 represents the minimum proceeds per share that the insider secured through the contract structure. Had the stock price remained above this level at maturity, the contract mechanics would have resulted in cash settlement based on the difference between the floor and the actual market price. The fact that shares were physically delivered instead indicates that the market value fell below this protected floor, shifting the transaction outcome to direct equity transfer at predetermined terms.

Form 4 Compliance and Disclosure Accuracy

The filing includes standard certifications and reminder language regarding the accuracy of reported information, noting that intentional misstatements or omissions constitute federal criminal violations under 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). The signature line includes the reporting person's name and the filing date of July 27, 2026, confirming authentication of the disclosure. The form requests submission of three copies, with one bearing a manual signature, in accordance with SEC procedural rules for paper filings.

The filing includes checkbox options that Milmoe did not select, such as indicating that the reporting person is no longer subject to Section 16 reporting obligations or that the transaction was made pursuant to a Rule 10b5-1 plan. These unchecked boxes clarify that Milmoe remains subject to ongoing insider reporting requirements and that the forward contract was not established under an affirmative defense trading plan. The form references relevant SEC instructions and provides OMB approval numbers confirming current regulatory authorization for the information collection burden.