Form 4: Celsius Director Sells $4.75M in Stock

Celsius Holdings Director and 10% owner William H. Milmoe sold 100,000 shares of common stock for $4.75 million.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), disposed of 100,000 shares of common stock.
• The transaction occurred on July 31, 2025, at a price of $47.50 per share, totaling $4,750,000.
• The sale was executed pursuant to a Rule 10b5-1(c) pre-planned trading arrangement.
• Following this transaction, Mr. Milmoe, through indirect ownership via CD Financial LLC and the Carl DeSantis Revocable Trust, beneficially owns 17,717,770 shares of Celsius Holdings, Inc. common stock.
• Mr. Milmoe serves as the Manager of CD Financial LLC and a trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CDF.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to insider selling, but mitigated by the fact it's a 10b5-1 plan and the insider retains a very large holding, suggesting continued long-term interest.

Positives

• The sale was conducted under a Rule 10b5-1(c) plan, indicating a pre-scheduled transaction rather than a reaction to new, undisclosed information.
• Despite the sale, William H. Milmoe retains a very substantial indirect beneficial ownership of 17,717,770 shares, demonstrating continued significant alignment with shareholder interests.

Negatives

• A director and significant owner selling shares can be perceived as a negative signal by the market, potentially indicating a lack of confidence or a desire to diversify holdings.

Risks

• Market perception of insider selling could lead to short-term negative pressure on the stock price.
• While the sale was pre-planned, large insider sales can sometimes trigger concerns about future company performance or valuation among investors.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This insider transaction is specific to Celsius Holdings, Inc. and does not directly provide broader industry trends. However, it occurs within the context of the rapidly growing functional beverage and energy drink market, where Celsius is a significant player.

Related Party Transactions

• William H. Milmoe's beneficial ownership is indirect, through CD Financial LLC, where he is the Manager, and the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CDF. This structure indicates a related party relationship for the reported shares.

Stakeholder Impact

• Shareholders may interpret the insider sale as a signal, potentially influencing their investment decisions.
• The transaction does not directly impact employees, customers, suppliers, or creditors.

Key Dates

Recommendation

While the insider sale by a director and 10% owner is a slight negative signal, it was executed under a pre-planned 10b5-1 arrangement, which reduces the implication of new, negative information. Crucially, the reporting person retains a very substantial indirect holding of over 17.7 million shares, indicating continued significant alignment with the company's long-term success. Given these factors, a 'hold' recommendation is appropriate, advising investors to monitor future developments without immediate action based solely on this transaction.

Keywords

Celsius Holdings, CELH, Insider Sale, Form 4, Director Stock Sale, 10b5-1 Plan, Beverage Industry, Energy Drinks