Form 4: Celsius Director Settles Forward Sale, Disposes 562,500 Shares

Celsius Holdings Director William H. Milmoe reported the settlement of a pre-planned variable prepaid forward sale contract, resulting in the disposition of 562,500 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a variable prepaid forward sale (VPF) transaction.
• The VPF was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• The settlement occurred in three tranches on November 21, 2025, November 24, 2025, and November 25, 2025.
• Each tranche involved the disposition of 187,500 shares of CELH common stock, totaling 562,500 shares.
• The transactions were executed by CD Financial LLC, where Mr. Milmoe is the manager and has shared voting and dispositive power.
• The settlement price for each tranche was greater than the contract's Cap Price of $37.0234.
• As a result, CD Financial LLC transferred the shares and received a cash payment calculated based on the difference between the Cap Price and the Floor Price ($27.7675), which was $9.2559 per share.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large insider sale could be seen negatively, it was a pre-planned settlement of a forward contract, not a discretionary sale. The fact that the stock price was above the cap price at settlement is a positive indicator of the company's performance since the contract's inception.

Positives

• The settlement price for all three tranches was above the contract's Cap Price of $37.0234, indicating strong stock performance for Celsius Holdings, Inc. since the VPF was initiated in 2022.

Negatives

• A significant disposition of 562,500 shares by a Director and 10% Owner, even if pre-planned, could be perceived negatively by some investors.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future performance or outlook.

Industry Context

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

Stakeholder Impact

• Shareholders may observe a reduction in insider ownership, which can sometimes be interpreted as a lack of confidence, though the pre-planned nature of this transaction mitigates such concerns.

Key Dates

Recommendation

The transaction is a pre-planned settlement of a forward contract, not a discretionary sale based on new information. While it reduces insider ownership, it does not signal a change in the company's fundamentals or future prospects. The stock's performance above the contract's cap price is a positive. Therefore, a 'hold' recommendation is appropriate as this event is unlikely to be a new catalyst for significant price movement, having been largely anticipated by the market.

Keywords

Celsius Holdings, CELH, Insider Transaction, Form 4, Variable Prepaid Forward, Stock Sale, Director, 10% Owner