Form 4: Celsius Director Settles Forward Sale of 360K Shares

Celsius Holdings Director William H. Milmoe reported the settlement of a pre-arranged variable prepaid forward sale contract, resulting in the disposition of 360,000 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., reported the settlement of three tranches of a variable prepaid forward sale (VPF) transaction.
• The VPF was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• On January 8, 9, and 12, 2026, CD Financial LLC (managed by Milmoe) physically settled 120,000 shares of Celsius common stock for each tranche, totaling 360,000 shares.
• The settlement price for each tranche was determined to be greater than the Floor Price of $29.0933 but less than the Cap Price of $38.7911.
• Following these transactions, the indirect beneficial ownership of CD Financial LLC stands at 13,042,396 shares.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-scheduled insider transaction (settlement of a forward contract). It is neutral as it reflects a planned event rather than new operational or financial news, though a large insider share disposition could be viewed with slight caution by some investors.

Positives

• The transaction represents the successful and planned settlement of a pre-existing financial contract, indicating orderly financial management.

Negatives

• A significant number of shares (360,000) were disposed of by a director and 10% owner, which could be perceived as a reduction in insider exposure, although it was a pre-arranged contract.

Future Outlook

NA

Industry Context

This Form 4 filing details an insider transaction, specifically the settlement of a pre-arranged variable prepaid forward sale contract. Such transactions are common for executives and large shareholders for estate planning or diversification purposes and do not inherently reflect on broader industry trends or competitive positioning of Celsius Holdings, Inc.

Related Party Transactions

• The reporting person, William H. Milmoe, is the manager of CD Financial LLC and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares involved in the transaction, making this an indirect transaction by the reporting person.

Stakeholder Impact

• Shareholders: The disposition of 360,000 shares by a director and 10% owner could slightly increase the float, but as a pre-arranged contract, it is unlikely to cause significant market disruption. The reduction in insider ownership might be noted by some investors.
• Employees, Customers, Suppliers, Creditors: No direct impact is expected on these stakeholders as the filing pertains solely to an insider's personal investment activities and not the company's operations or financial health.

Key Dates

Recommendation

This Form 4 filing details a pre-scheduled insider transaction involving the settlement of a variable prepaid forward sale contract. While a significant number of shares were disposed of by a director and 10% owner, this was a planned event initiated years prior and does not reflect new information about the company's operational performance or future prospects. Therefore, it does not warrant a change in investment recommendation based solely on this filing. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

Celsius Holdings, CELH, William H. Milmoe, Form 4, Insider Trading, Stock Sale, Variable Prepaid Forward, Director Transaction, Share Disposition