Form 4: Celsius Director Settles Forward Sale, Disposes Shares

A director and 10% owner of Celsius Holdings, Inc. settled tranches of a prepaid variable forward sale contract, resulting in the disposition of 375,000 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a prepaid variable forward sale transaction (VPF).
• The VPF was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• On December 5, 2025, 187,500 shares of common stock were disposed of at a price of $37.0234 per share.
• On December 8, 2025, an additional 187,500 shares of common stock were disposed of at a price of $37.0234 per share.
• The total number of shares disposed of across these two transactions is 375,000.
• These dispositions were part of the full physical settlement of tranches of the VPF.
• The settlement terms involved CD Financial, LLC (CD) delivering shares and the buyer paying CD cash based on the volume-weighted average price (Settlement Price) relative to a Floor Price of $27.7675 and a Cap Price of $37.0234.
• On the maturity dates (December 4, 2025 and December 5, 2025), the Settlement Price was greater than the Cap Price, leading to a cash payment calculated as the product of the share number and $9.2559 (Cap Price Floor Price).
• Following these transactions, the indirect beneficial ownership of common stock by the reporting person through CD Financial, LLC decreased from 16,223,367 shares to 16,035,867 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While it involves a significant disposition of shares by an insider, it is explicitly stated to be the settlement of a pre-arranged variable prepaid forward sale contract under Rule 10b5-1(c), which typically mitigates negative interpretations associated with discretionary insider selling.

Positives

• The transaction represents a planned liquidity event for the reporting person, executed under a pre-arranged Rule 10b5-1(c) plan, indicating a structured approach to share disposition rather than a reaction to new information.

Negatives

• The disposition of 375,000 shares by a director and 10% owner could be perceived negatively by some investors, despite being a pre-arranged settlement.

Risks

• Insider selling, even if pre-scheduled, can sometimes be misinterpreted by the market as a lack of confidence, potentially leading to short-term negative sentiment for the stock.

Future Outlook

This Form 4 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, which is a routine disclosure for publicly traded companies. It does not provide information directly related to broader industry trends or competitive landscape for Celsius Holdings, Inc.

Related Party Transactions

• The reporting person, William H. Milmoe, is a trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD Financial, LLC (CD). CD Financial, LLC is the record holder of the shares subject to this report and was the entity that settled the Variable Prepaid Forward Sale Contract.

Stakeholder Impact

• Shareholders may observe the disposition of a significant number of shares by a director and 10% owner, which could lead to questions about insider confidence, although the pre-arranged nature of the sale under Rule 10b5-1(c) typically lessens such concerns.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Share Disposition, Prepaid Variable Forward Sale, Director, 10% Owner, Rule 10b5-1(c)