Form 4: Celsius Director Reports 225K Share VPF Settlement

Celsius Holdings Director William H. Milmoe reported the settlement of a prepaid variable forward sale contract involving 225,000 shares of common stock by an entity he controls.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported transactions related to the settlement of a Variable Prepaid Forward Sale Contract (VPF).
• The VPF was entered into on November 3, 2022, by GRAT 1, LLC, an entity in which Milmoe has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis.
• GRAT 1, LLC settled two tranches of the VPF on December 5, 2025, and December 8, 2025, electing full physical settlement.
• A total of 225,000 shares of CELH common stock were delivered to an unaffiliated third-party buyer (112,500 shares on each date).
• The reported disposition price per share for these transactions was $37.0234, which corresponds to the Cap Price defined in the VPF agreement.
• The settlement price on both December 4, 2025, and December 5, 2025 (maturity dates) was greater than the Cap Price of $37.0234.
• As per the VPF terms, when the settlement price exceeds the Cap Price, GRAT 1 received a cash payment equal to the Share Number multiplied by $9.2559 (the difference between the Cap Price and the Floor Price of $27.7675).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a significant disposition of shares by a 10% owner could be viewed negatively, this was a pre-planned transaction under a 10b5-1 plan, not necessarily indicative of a change in outlook. The settlement price exceeding the cap price is a favorable outcome for the seller (GRAT 1) under the terms of the VPF.

Positives

• The Variable Prepaid Forward Sale Contract (VPF) was settled as planned, indicating the execution of a pre-arranged financial strategy.
• The settlement price for the tranches was greater than the Cap Price ($37.0234), which resulted in the maximum cash proceeds per share for GRAT 1 under the VPF's capped structure, specifically $9.2559 per share.

Negatives

• A significant number of shares (225,000) were disposed of by an entity controlled by a Director and 10% owner, reducing indirect beneficial ownership to zero for the shares related to this VPF.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The disposition of 225,000 shares by an entity controlled by a Director and 10% owner represents a reduction in indirect beneficial ownership, which could be interpreted by some as a decrease in insider alignment, though it was a pre-planned transaction.

Key Dates

Recommendation

This Form 4 reports a pre-planned insider disposition of shares under a Variable Prepaid Forward Sale Contract. While the sale is substantial, it's part of a pre-existing financial arrangement and not necessarily a reflection of current management sentiment on the company's immediate prospects. Investors should monitor future insider activity and broader company performance rather than reacting solely to this scheduled transaction.

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Stock Disposition, Variable Prepaid Forward, VPF, Beneficial Ownership, Director Transaction