Form 4: Celsius Director Settles Forward Sale Contracts

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale transaction, disposing of 360,000 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), settled three tranches of a Variable Prepaid Forward Sale (VPF) contract.
• The VPF was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• Settlement occurred on December 30, 2025, December 31, 2025, and January 2, 2026, with 120,000 shares of common stock delivered for each tranche.
• A total of 360,000 shares of CELH common stock were disposed of through full physical settlement.
• The settlement price for each tranche was greater than the Floor Price of $29.0933 but less than the Cap Price of $38.7911.
• Following these transactions, Milmoe's indirect beneficial ownership in Celsius Holdings, Inc. stands at 13,762,396 shares.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-scheduled insider transaction (settlement of a forward contract). It is neutral in terms of company performance, reflecting a planned disposition of shares by a director/10% owner rather than a reaction to new company news.

Positives

• The settlement price for the VPF tranches was above the Floor Price of $29.0933, indicating a favorable outcome for the seller within the contract terms.
• The transaction was a pre-arranged settlement of a forward contract, suggesting planned financial management.

Negatives

• The reporting person, through CD Financial LLC, disposed of a significant number of shares (360,000 shares), reducing their overall beneficial ownership.

Future Outlook

This Form 4 reports historical insider transactions and does not contain forward-looking statements or guidance regarding the company's future performance.

Industry Context

This transaction is an insider's pre-arranged sale, which is a routine event for large shareholders managing their portfolios. It does not directly reflect broader industry trends or competitive dynamics, though the underlying stock performance (implied settlement price) is relevant to the beverage industry.

Stakeholder Impact

• Shareholders: The disposition of 360,000 shares by a significant insider could be perceived negatively by some, though it was a pre-arranged contract settlement. It slightly increases the float if the shares were previously restricted.

Key Dates

Keywords

Celsius Holdings, CELH, William H. Milmoe, Insider Trading, Form 4, SEC Filing, Stock Sale, Forward Contract, Beneficial Ownership, Director Transaction