Form 4: Celsius Director Sells Shares via Prepaid Forward Contract

Celsius Holdings Director William H. Milmoe reported the sale of over 355,000 shares through the settlement of a prepaid variable forward sale transaction.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the disposition of 355,374 shares of common stock.
• These transactions occurred on December 19, 2025 (115,374 shares), December 22, 2025 (120,000 shares), and December 23, 2025 (120,000 shares).
• The shares were sold at an effective price of $38.7911 per share, which represents the Cap Price of a prepaid variable forward sale transaction (VPF).
• The sales were part of the settlement of a VPF agreement entered into on January 19, 2023, with an unaffiliated third-party buyer.
• CD Financial LLC, managed by Milmoe, elected full physical settlement for these tranches.
• The settlement price on each maturity date was greater than the Cap Price of $38.7911, resulting in CD receiving the maximum cash payment of $9.6978 per share under the contract.
• Following these transactions, the indirect beneficial ownership of common stock decreased from 14,602,396 shares to 14,362,396 shares.

Sentiment

Score: 6

Explanation: The filing reports a pre-planned insider sale, which is neutral in itself. However, the fact that the settlement price exceeded the cap price for the forward contract indicates a favorable market price for the shares at the time of settlement, which is a positive for the company's valuation, even if it means a reduction in insider holdings.

Positives

• The settlement price for the forward contracts was above the Cap Price ($38.7911), indicating a strong market price for CELH shares at the time of settlement.
• The reporting person (via CD Financial LLC) received the maximum cash payment per share ($9.6978) as per the terms of the prepaid variable forward sale contract.

Negatives

• A significant number of shares (355,374) were disposed of by a director and 10% owner, which could be perceived negatively by some investors as a reduction in insider ownership.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing.

Industry Context

This filing reflects an insider's pre-planned sale of shares, which is a routine event for long-term equity compensation or portfolio management. It does not directly indicate broader industry trends, but the high settlement price suggests a strong performance for Celsius Holdings within the beverage industry at the time of settlement.

Stakeholder Impact

• Shareholders: A reduction in insider ownership by a director and 10% owner could be viewed with slight concern, though it was a pre-planned transaction. The favorable settlement price for the seller implies a strong stock performance.

Key Dates

Recommendation

This Form 4 details a pre-planned insider sale through a forward contract, which is a routine event for portfolio management and does not inherently signal a change in the company's fundamental prospects. While a reduction in insider ownership can sometimes be a yellow flag, the fact that the settlement occurred at a price above the contract's cap price suggests strong market performance for Celsius Holdings shares at the time of settlement. Without additional information on the company's operational performance or strategic direction, this filing alone does not warrant a change from a 'hold' position.

Keywords

Celsius Holdings, CELH, Form 4, Insider Trading, Director Share Sale, Beneficial Ownership, Prepaid Variable Forward, Stock Sale, William H. Milmoe