Form 4: Celsius Director Sells 562,500 Shares via Forward Contract

Celsius Holdings Director William H. Milmoe reported the sale of 562,500 shares of common stock through the settlement of a prepaid variable forward sale contract.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the disposition of 562,500 shares of common stock.
• The shares were sold in three tranches of 187,500 shares each on November 13, 2025, November 14, 2025, and November 17, 2025.
• These transactions represent the full physical settlement of a prepaid variable forward sale contract (VPF) that CD Financial LLC ("CD"), managed by Milmoe, entered into on November 3, 2022.
• For each tranche, CD delivered 187,500 shares of CELH common stock to an unaffiliated third-party buyer.
• The buyer paid CD cash, calculated based on the volume-weighted average price (Settlement Price) on the maturity date. Since the Settlement Price was greater than the Cap Price of $37.0234 for all three tranches, CD received $9.2559 per share for the 187,500 shares in each tranche.
• Following these transactions, the indirect beneficial ownership of CD Financial LLC, managed by Milmoe, decreased to 18,473,367 shares.

Sentiment

Score: 5

Explanation: The filing reports a pre-scheduled insider transaction (settlement of a forward contract) which is neutral in nature. It reflects a monetization strategy by a significant shareholder rather than a reaction to new company performance or strategic shifts.

Positives

• CD Financial LLC received cash payments for the shares delivered, totaling approximately $1,735,481.25 per tranche (187,500 shares * $9.2559), indicating a successful monetization of a portion of its holdings.
• The settlement price for the shares was above the Cap Price of $37.0234, maximizing the cash proceeds per share under the terms of the Variable Prepaid Forward Sale Contract.

Negatives

• The beneficial ownership of Celsius Holdings, Inc. common stock by CD Financial LLC, and indirectly by William H. Milmoe, decreased by a total of 562,500 shares.
• The sale represents a reduction in the reporting person's direct equity stake in the company.

Future Outlook

NA

Industry Context

This transaction is an insider sale, which is a common occurrence in the market and does not inherently reflect broader industry trends. It represents a pre-arranged monetization strategy by a significant shareholder.

Related Party Transactions

• The transaction involves William H. Milmoe, a Director and 10% Owner, and CD Financial LLC, which he manages and in which the Carl DeSantis Revocable Trust (where Milmoe is a trustee) holds a 99% beneficial interest. This constitutes a related party transaction as it involves a significant insider and entities under his influence.

Stakeholder Impact

• Shareholders: The sale reduces the beneficial ownership of a significant insider, which could be interpreted differently by investors. However, as a pre-arranged contract, it's less likely to signal a change in confidence.
• Company: The company itself is not directly impacted by this insider sale, as it's a transaction between a shareholder and a third party.

Key Dates

Recommendation

This Form 4 reports a pre-scheduled insider transaction, specifically the settlement of a variable prepaid forward sale contract. Such transactions are typically planned well in advance and do not usually reflect a change in the insider's immediate outlook on the company's future performance. While it reduces the beneficial ownership of a significant insider, it's a monetization event rather than a signal for immediate buying or selling based on new information. Therefore, a 'hold' recommendation is appropriate as this filing alone does not provide new fundamental information to alter an existing investment thesis.

Keywords

Celsius Holdings, CELH, William H. Milmoe, Director, 10% Owner, SEC Form 4, Insider Trading, Stock Sale, Prepaid Variable Forward Sale Contract, VPF, Share Disposition, Beneficial Ownership