Form 4: Celsius Director Settles Forward Sale, Disposes 360K Shares

Celsius Holdings Director William H. Milmoe settled a prepaid variable forward sale contract, resulting in the disposition of 360,000 shares of common stock over three days in January 2026.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of a Variable Prepaid Forward Sale (VPF) contract.
• The VPF, originally entered into on January 19, 2023, involved three tranches that matured on January 2, 2026, January 5, 2026, and January 6, 2026.
• Each tranche resulted in the physical delivery of 120,000 shares of CELH common stock to an unaffiliated third-party buyer.
• A total of 360,000 shares were disposed of indirectly by Mr. Milmoe's managed entity, CD Financial LLC, on January 5, 6, and 7, 2026.
• The cash payment received by CD Financial LLC for each tranche was determined by a formula, as the volume-weighted average price (Settlement Price) on the maturity dates was between the Floor Price of $29.0933 and the Cap Price of $38.7911.
• The payment formula was 120,000 shares multiplied by the difference between the Settlement Price and the Floor Price ($29.0933).
• Following these transactions, the indirect beneficial ownership of Mr. Milmoe's managed entity decreased from 13,642,396 shares to 13,282,396 shares.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant insider disposition of shares, even if pre-planned. While it's a structured transaction, large sales by a director and 10% owner can sometimes be perceived as a lack of stronger conviction or a move to diversify, which the market might interpret cautiously.

Positives

• The transaction represents the planned settlement of a pre-existing financial instrument (VPF) entered into in January 2023, indicating a structured approach to managing equity positions rather than an immediate, reactive sale.
• The settlement price for the tranches was above the Floor Price of $29.0933, indicating a favorable market condition relative to the contract's lower bound at the time of settlement.

Negatives

• A significant disposition of 360,000 shares by a Director and 10% owner could be perceived negatively by the market, potentially signaling a lack of confidence or a move to diversify holdings.
• The cash received was based on a formula where the Settlement Price was below the Cap Price of $38.7911, meaning the seller did not realize the maximum potential cash per share if the stock had traded higher.

Risks

• The market might interpret the insider sale as a negative signal, potentially leading to downward pressure on Celsius Holdings' stock price.
• Large dispositions by significant shareholders can sometimes raise questions about future growth prospects or internal valuations, even if pre-planned.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports a past insider transaction.

Industry Context

This Form 4 filing reports an insider's pre-planned equity disposition and does not provide information directly related to broader industry trends or competitive landscape within the energy drink or functional beverage sector. However, significant insider sales can sometimes be viewed in the context of overall market sentiment towards a particular industry or company.

Comparison to Industry Standards

• This filing is a standard insider transaction report (Form 4) and does not contain information that allows for a direct comparison of company performance against global benchmarks or specific competitors.
• The transaction itself is a common financial instrument used by executives for wealth management and diversification.

Stakeholder Impact

• Shareholders: May view the significant insider sale as a potential negative signal, possibly leading to short-term price volatility or a re-evaluation of the stock.
• Management/Board: The transaction reflects a pre-planned financial strategy by a director, but the board might monitor market reaction.

Next Steps

• The filing does not mention any specific future actions, events, or milestones for Celsius Holdings, Inc. It only reports the completion of a past transaction.

Key Dates

Recommendation

While the disposition of 360,000 shares by a director and 10% owner is a notable event, it represents the settlement of a pre-existing Variable Prepaid Forward Sale contract initiated in 2023. This suggests a planned financial strategy rather than an immediate reaction to new company-specific news. The market may react cautiously to a large insider sale, but without additional operational or strategic information from the company, a 'hold' recommendation is appropriate. Investors should monitor future company performance and broader market sentiment for Celsius Holdings.

Keywords

Celsius Holdings, CELH, Form 4, Insider Trading, Stock Sale, Director, 10% Owner, Variable Prepaid Forward, Equity Disposition, Shareholder Activity