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

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., settled a prepaid variable forward sale contract, disposing of 562,500 shares of common stock over three days in November 2025.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), disposed of a total of 562,500 shares of common stock.
• The dispositions occurred in three tranches on November 18, 2025, November 19, 2025, and November 20, 2025, with 187,500 shares transferred on each date.
• These transactions represent the full physical settlement of a prepaid variable forward sale transaction (VPF) that was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• For each tranche, CD Financial LLC (managed by Milmoe) was obligated to deliver 187,500 shares of CELH common stock.
• The buyer paid cash based on a formula where the settlement price on each maturity date (November 17, 18, and 19, 2025) was greater than the Cap Price of $37.0234.
• Consequently, CD Financial LLC received a fixed cash amount equivalent to $9.2559 per share for the 187,500 shares in each tranche, totaling $1,735,481.25 per tranche and $5,206,443.75 overall.
• Following these transactions, the indirect beneficial ownership of CD Financial LLC, over which Milmoe has shared voting and dispositive power, decreased from 18,285,867 shares to 17,910,867 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large insider sale could be seen negatively, this was a pre-planned derivative settlement, not an open market sale based on new information. The fact that the settlement price exceeded the cap price indicates strong stock performance, which is positive for the company, but the insider's cash benefit was capped.

Positives

• The transaction represents the successful execution of a pre-planned financial strategy (Variable Prepaid Forward Sale Contract) initiated in November 2022.
• The settlement price for the shares exceeded the Cap Price of $37.0234, indicating strong market performance of CELH stock at the time of settlement.

Negatives

• A significant disposition of 562,500 shares by a Director and 10% owner could be perceived negatively by some investors, potentially signaling a reduction in insider confidence, although it was a pre-planned derivative settlement.
• The cash received per share ($9.2559) was capped, meaning the reporting person did not fully benefit from the market price appreciation above the Cap Price of $37.0234 at the time of settlement.

Future Outlook

NA

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide broader industry context or trends.

Related Party Transactions

• The transactions involve CD Financial LLC, which is managed by the reporting person, William H. Milmoe, and beneficially owned 99% by the Carl DeSantis Revocable Trust, for which Milmoe is a trustee. This structure means the reporting person has shared voting and dispositive power over the shares held by CD Financial LLC, making the disposition a related party transaction.

Stakeholder Impact

• Shareholders: The disposition of a significant number of shares by a 10% owner could lead to short-term negative sentiment, although the pre-planned nature of the transaction mitigates concerns about immediate insider confidence. The reduction in indirect beneficial ownership by a significant shareholder might slightly reduce alignment with long-term shareholder interests, but the remaining stake is still substantial.
• Company: The company itself is not directly impacted by this insider transaction, as it's a secondary market sale.

Key Dates

Recommendation

The filing details a pre-planned insider sale through a derivative contract, not an an open market sale driven by new information. While the disposition of a significant number of shares by a 10% owner could be a minor negative signal, the transaction's nature (pre-arranged VPF settlement) and the fact that the stock price exceeded the cap price (indicating strong performance) suggest this is a routine financial event for the insider rather than a reflection of new concerns about the company's fundamentals. Investors should 'hold' and monitor future company performance and broader market trends rather than reacting solely to this scheduled insider transaction.

Keywords

Celsius Holdings, CELH, Form 4, Insider Trading, Stock Sale, Director Transaction, Prepaid Variable Forward, Derivative Settlement, William H. Milmoe, 10% Owner