Form 4: Celsius Director Enters Forward Sale Contract for 7.9M Shares

A director and 10% owner of Celsius Holdings, Inc. has entered into a variable prepaid forward contract involving 7.9 million shares, receiving a significant upfront cash payment.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc., reported a transaction involving 7,900,000 shares.
• CD Financial LLC ("CD"), managed by Milmoe, entered into a variable prepaid forward contract with Citigroup Global Markets Inc. on August 7, 2025.
• Under the contract, CD is obligated to deliver up to 7,900,000 shares of Celsius common stock (or equivalent cash) at maturity.
• CD received a cash payment of $372,347,277.72 on September 9, 2025, in exchange for this obligation.
• The maturity of the contract occurs in 15 approximately equal components from September 7, 2027, to September 27, 2027.
• CD pledged the 7,900,000 shares to secure its obligations but retained dividend and voting rights during the pledge term.
• The number of shares to be delivered depends on the volume-weighted average price (Settlement Price) of Celsius common stock relative to a Floor Price of $48.4239 and a Cap Price of $64.5652.
• Milmoe has shared voting and dispositive power over these shares through his role as manager of CD and trustee of the Carl DeSantis Revocable Trust, which owns 99% beneficial interest in CD.

Sentiment

Score: 6

Explanation: The transaction allows a significant shareholder to monetize a large portion of their holdings, providing liquidity while retaining voting rights and some upside potential. For the company, it signals a future reduction in a large insider's direct equity exposure, but the staggered nature and retention of voting rights mitigate immediate negative sentiment.

Positives

• The reporting person (via CD) received a substantial upfront cash payment of $372,347,277.72, monetizing a portion of their holdings without an immediate market sale.
• CD retained dividend and voting rights for the pledged shares during the term of the pledge, maintaining influence and benefiting from potential dividends.
• The variable prepaid forward contract structure allows for potential upside participation if the stock price rises above the Cap Price, while providing downside protection below the Floor Price for the reporting person's cash equivalent.

Negatives

• The transaction represents a future reduction in the direct beneficial ownership of Celsius shares by the reporting person (via CD) upon contract maturity.

Risks

• Market Price Volatility: The number of shares CD is obligated to deliver, or the cash equivalent, is dependent on the future market price of Celsius common stock at maturity, introducing market price risk for the reporting person.

Future Outlook

The contract establishes a future obligation for CD Financial LLC to deliver up to 7,900,000 shares of Celsius Holdings, Inc. common stock between September 7, 2027, and September 27, 2027. The exact number of shares delivered will depend on Celsius's stock price at the time of maturity relative to the specified floor and cap prices. CD also retains the option to net-settle with cash or shares, or fully settle the contract with 100% of pledged shares for a variable cash payment.

Industry Context

Variable prepaid forward contracts are a common financial instrument used by large shareholders, often insiders, to monetize a significant portion of their equity holdings, manage concentration risk, and achieve liquidity without immediately selling shares on the open market. This strategy allows the shareholder to receive an upfront cash payment while retaining some exposure to potential stock appreciation and maintaining voting rights for a period.

Related Party Transactions

• William H. Milmoe is the manager of CD Financial LLC and a trustee of the Carl DeSantis Revocable Trust, which owns 99% beneficial interest in CD. CD is the record holder of the shares, establishing the beneficial ownership structure for the reporting person.

Stakeholder Impact

• Shareholders: The transaction indicates a future reduction in direct beneficial ownership by a significant insider, which could be interpreted as a long-term signal. However, the retention of voting rights until maturity means the insider's influence remains for now. The staggered delivery over time also reduces the immediate market impact compared to a block sale.
• Company: No direct financial impact on Celsius Holdings, Inc. from this transaction. The company's stock price could be influenced by market perception of a large insider monetizing holdings.

Next Steps

• CD Financial LLC will deliver shares (or cash equivalent) to Citigroup Global Markets Inc. in 15 components between September 7, 2027, and September 27, 2027, as per the contract terms.

Key Dates

Keywords

Celsius Holdings, CELH, William H. Milmoe, insider transaction, Form 4, variable prepaid forward, equity derivatives, stock pledge, beneficial ownership, director, 10% owner, Citigroup Global Markets