Milmoe William H. 4

What Happened William H. Milmoe, a 10% owner (manager of CD Financial LLC and trustee for the Carl DeSantis Revocable Trust), disposed of 120,000 CELH shares on each of Jan 16, Jan 20 and Jan 21, 2026 as part of the full physical settlement of a prepaid variable forward (VPF) entered Jan 19, 2023. For each tranche CD received $4,654,932 (price basis reported as $38.79 per share) — total cash proceeds across the three tranches were $13,964,796. The filing also shows corresponding derivative disposition entries at $0, which reflect delivery of the shares underlying the VPF (not a separate cash sale).

Key Details

• Transaction dates and reported cash amounts:
  • Jan 16, 2026: 120,000 shares disposed; cash received $4,654,932 (reported price $38.79)
  • Jan 20, 2026: 120,000 shares disposed; cash received $4,654,932 (reported price $38.79)
  • Jan 21, 2026: 120,000 shares disposed; cash received $4,654,932 (reported price $38.79)
• Total delivered: 360,000 shares; total cash received: $13,964,796.
• Filing shows paired derivative entries at $0 for each tranche — these reflect physical settlement (delivery) of the VPF shares to the buyer.
• Notable footnotes:
  • F1: Milmoe is manager of CD Financial LLC; the Carl DeSantis Trust owns 99% of CD and CD is the record holder; Milmoe has shared voting/dispositive power.
  • F2–F4: CD elected full physical settlement for three VPF tranches; settlement payments were calculated per the contract (Settlement Price minus a Floor, subject to a Cap); on the maturity dates the Settlement Price fell between the Floor and Cap, so CD received cash per the contract formula.
• Shares owned after transaction: The filing does not state total post-transaction holdings for the Reporting Person in the provided excerpt (CD remained the record holder).
• Transaction code: reported as "J" (other acquisition/disposition) reflecting the VPF settlement, not an open-market trade.
• Timeliness: Form 4 was filed Jan 21, 2026. The Jan 16 tranche was reported late (beyond the 2-business-day Form 4 window); the Jan 20 and Jan 21 tranches appear reported within the required window.

Context

• This was a contractual settlement of a prepaid variable forward entered in 2023 — CD delivered shares under the contract in exchange for cash determined by the VPF terms. It was not an open-market sale by Milmoe/CD on the transaction dates.
• For retail investors: settlements of long-standing derivatives/VPFs are routine for large holders and may not reflect a new change in insider sentiment. Purchases generally carry more direct informational weight than contractual settlements.