Celsius Former 10% Owner Disposes of 300,000 Shares in Forward Contract Settlement

What happened

On August 3, 2026, Celsius Holdings, Inc. (CELH) filed a Form 4 disclosing that William H. Milmoe, manager of CD Financial LLC and trustee of the Carl DeSantis Revocable Trust, disposed of a total of 300,000 shares of common stock. The disposals occurred in two tranches: 150,000 shares on July 31, 2026, and 150,000 shares on August 3, 2026.

The transactions were reported as "J/K" — a code for transactions not otherwise easily categorized — and were executed at a price of $46.2527 per share. However, the filing explains that these were not open-market sales but the physical settlement of a prepaid variable forward sale contract (VPF) entered into on June 6, 2023 with an unaffiliated third party.

According to the filing, because the volume-weighted average price of CELH stock on the maturity dates was below the contract's floor price of $41.6275, the buyer received the shares without making any additional payment. The seller (CD Financial) had already received an upfront cash payment when the contract was signed in 2023.

On the same day as the second disposal (August 3), Celsius shares closed at $27.77, up 16.83% from the prior close of $23.77, on volume more than three times the average.

Who is involved

The reporting person is William H. Milmoe, who serves as manager of CD Financial LLC and as trustee of the Carl DeSantis Revocable Trust. The trust owns a 99% beneficial interest in CD Financial. The filing notes that Milmoe is a former 10% owner of Celsius Holdings, meaning he previously held more than 10% of the company's shares but no longer does.

CD Financial LLC was the record holder of the shares and is the entity that entered into the forward contract. The transactions reduced CD Financial's indirect beneficial ownership from 11,032,396 shares to 10,882,396 shares.

What this means

A Form 4 is the SEC filing required under Section 16(a) of the Securities Exchange Act of 1934 whenever a company insider — director, officer, or beneficial owner of more than 10% of a class of equity — buys or sells shares. It is the primary way the public learns of insider transactions.

The transaction here involves a "variable prepaid forward sale contract." This is a derivative agreement in which the seller (CD Financial) received a lump-sum payment upfront in 2023. In exchange, the seller agreed to deliver a variable number of shares at a future date, based on the stock price at settlement. The contract sets a floor price: if the stock is below that floor at maturity, the seller must deliver the maximum number of shares (here 150,000 per tranche) and receives no additional payment. That is exactly what happened — the stock price was well below the $41.6275 floor, so the buyer got the shares for free from the seller's perspective (the seller had already been paid in 2023).

The filing price of $46.2527 per share is the reference price used for reporting purposes, likely the floor price or an average, not a cash transaction price on the settlement dates. The actual current market price of CELH on August 3 was $27.77.

Because the forward contract was signed more than three years ago and the settlements occurred automatically under the contract terms, these disposals are not discretionary sales by the insider. The filing does not explain why Celsius shares rose 16.8% on August 3; the price move may be unrelated to this insider activity.