Form 4: Celsius Director Settles Forward Sale, Disposes 375K Shares

William H. Milmoe, a director and 10% owner of Celsius Holdings, Inc., reported the settlement of two tranches of a prepaid variable forward sale contract, resulting in the disposition of 375,000 shares.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported transactions related to the settlement of a Variable Prepaid Forward Sale Contract (VPF).
• The transactions occurred on November 26, 2025, and November 28, 2025, involving the disposition of Common Stock.
• On each date, 187,500 shares of CELH common stock were disposed of, totaling 375,000 shares.
• These dispositions were part of the full physical settlement of two tranches of a VPF entered into on November 3, 2022, with an unaffiliated third-party buyer.
• The shares were held indirectly by CD Financial, LLC, where the Reporting Person serves as manager and trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC.
• The settlement price on both November 25, 2025, and November 26, 2025, was greater than the Cap Price of $37.0234.
• As a result, CD Financial, LLC transferred the shares and received a cash payment calculated as the Share Number multiplied by $9.2559 (Cap Price Floor Price of $27.7675).
• The total cash received by CD Financial, LLC for the 375,000 shares was approximately $3,470,962.50 (187,500 shares * $9.2559 * 2 tranches).
• Following these transactions, the indirect beneficial ownership of Common Stock by the Reporting Person decreased to 16,973,367 shares.

Sentiment

Score: 5

Explanation: The filing reports the settlement of a pre-arranged variable prepaid forward sale contract by an indirect owner. This is a planned transaction and does not reflect new information about the company's current operational performance or future prospects, thus it is considered a neutral event.

Positives

• CD Financial, LLC received a significant cash payment of approximately $3.47 million from the settlement of the prepaid forward sale contract.

Negatives

• The indirect beneficial ownership of Celsius Holdings, Inc. common stock by a director and 10% owner decreased by 375,000 shares.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This filing reports an insider transaction related to a pre-arranged financial instrument and does not provide information directly related to broader industry trends or competitive landscape.

Related Party Transactions

• The transactions involved CD Financial, LLC, an entity where the Reporting Person (William H. Milmoe) serves as manager and trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest. The counterparty was an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders may note a reduction in the indirect ownership stake of a significant insider, which could be perceived neutrally to slightly negatively, although the transaction was pre-arranged years in advance.

Key Dates

Recommendation

The filing details a pre-arranged settlement of a variable prepaid forward sale contract by an indirect owner. While it represents a reduction in insider ownership, the transaction was planned years in advance and does not reflect new information about the company's current performance or future prospects, thus warranting a 'hold' recommendation based solely on this filing.

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, beneficial ownership, stock disposition, variable prepaid forward, VPF, William H. Milmoe, Carl DeSantis Revocable Trust, CD Financial LLC