Form 4: Celsius Director's Entity Settles Forward Sale of Shares

An entity controlled by Celsius Holdings Director William H. Milmoe settled a prepaid variable forward sale of 337,500 common shares.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported transactions related to the settlement of a prepaid variable forward sale contract.
• The transactions occurred on November 13, 2025, November 14, 2025, and November 17, 2025.
• GRAT 1, LLC, an entity where Milmoe has shared voting and dispositive control, settled three tranches of a Variable Prepaid Forward (VPF) sale transaction.
• The VPF was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• For each of the three tranches, GRAT 1 elected full physical settlement, delivering 112,500 shares of CELH common stock, totaling 337,500 shares across all tranches.
• The settlement price on each maturity date (November 12, 2025, November 13, 2025, and November 14, 2025) was greater than the Cap Price of $37.0234.
• As a result, GRAT 1 transferred 112,500 shares per tranche and received cash payments calculated as 112,500 shares multiplied by $9.2559 (the difference between the Cap Price and Floor Price).
• Following these transactions, the indirect beneficial ownership of common stock held by GRAT 1 decreased from an implied 1,800,000 shares (before the first reported transaction) to 1,462,500 shares.

Sentiment

Score: 5

Explanation: Neutral. The filing reports the settlement of a pre-arranged financial instrument by an insider's entity. While it involves a reduction in indirect beneficial ownership, it's a planned transaction and the settlement terms were favorable for the seller (price above cap). It doesn't reflect new operational performance or strategic shifts for Celsius Holdings itself.

Positives

• The settlement price for the forward sale was greater than the Cap Price ($37.0234) on all three maturity dates, indicating a favorable market price for CELH shares at the time of settlement for the seller.
• GRAT 1 received cash payments for the shares, calculated based on the difference between the Cap Price and Floor Price, which is a positive cash inflow for the entity.

Negatives

• The reporting person's indirectly controlled entity (GRAT 1) disposed of a significant number of shares (337,500 shares in total) through the settlement of the forward contract, reducing its beneficial ownership in Celsius Holdings.

Risks

• Future share price volatility could impact the value of remaining holdings held by GRAT 1.
• The reduction in beneficial ownership by a 10% owner, even if pre-arranged, could be perceived negatively by some investors.

Future Outlook

This filing reports past transactions related to a pre-existing forward sale contract and does not provide explicit forward-looking statements or guidance regarding the company's future performance or strategy.

Industry Context

This Form 4 filing details an insider's pre-arranged sale of shares, which is a routine disclosure for public companies. It does not provide information directly related to broader industry trends or competitive landscape for Celsius Holdings, Inc. The transaction reflects a personal financial decision by an insider's controlled entity rather than a corporate strategic move.

Comparison to Industry Standards

• This filing reports a standard insider transaction (Form 4) related to the settlement of a Variable Prepaid Forward contract. Such transactions are common among executives and large shareholders for portfolio management and liquidity.
• There are no specific comparable companies, projects, or results mentioned in the filing to assess against industry benchmarks. The structure of the VPF is a common financial instrument for managing equity exposure.

Stakeholder Impact

• Shareholders: The reduction in indirect beneficial ownership by a 10% owner might be noted, but as a pre-arranged settlement, it's unlikely to signal a change in company fundamentals. The favorable settlement price for the seller (above the cap) could be seen as positive for the stock's valuation at the time of settlement, implying strong market performance.

Next Steps

• No specific future actions or milestones for Celsius Holdings, Inc. are mentioned in this Form 4 filing. The reported transactions are the final settlement of a pre-existing contract.

Key Dates

Recommendation

This Form 4 filing details the settlement of a pre-existing variable prepaid forward sale contract by an entity controlled by a director and 10% owner. While it involves a reduction in indirect beneficial ownership, it's a planned transaction for portfolio management and liquidity, not a reflection of new operational performance or a change in the company's strategic outlook. The settlement occurred at a price above the contract's cap, which is favorable for the seller. As such, this specific filing does not provide new information that would warrant a change in investment recommendation for Celsius Holdings, Inc. A 'hold' recommendation is appropriate as the filing does not present new fundamental drivers for either buying or selling the stock.

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Stock Sale, Variable Prepaid Forward, Equity Settlement, Director, 10% Owner