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

Celsius Holdings Director William H. Milmoe settled three tranches of a prepaid variable forward sale contract, disposing of 360,000 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches of a prepaid variable forward sale contract (VPF).
• The VPF was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• On January 16, 2026, January 20, 2026, and January 21, 2026, CD Financial LLC (managed by Milmoe) physically settled 120,000 shares of CELH common stock for each tranche, totaling 360,000 shares.
• The settlement involved CD delivering shares and the buyer paying cash, with the cash amount determined by a formula based on the volume-weighted average price (Settlement Price) on the maturity date.
• The Settlement Price for each tranche was between the Floor Price of $29.0933 and the Cap Price of $38.7911.
• Following these transactions, the indirect beneficial ownership of CD Financial LLC, managed by Milmoe, decreased from 12,562,396 shares to 12,322,396 shares.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant disposition of shares by a director and 10% owner, which can be interpreted as a reduction in insider confidence or alignment, despite being a pre-planned transaction.

Positives

• The settlement of the Variable Prepaid Forward Sale Contract (VPF) indicates a pre-planned and structured transaction, reducing market surprise.
• The transaction was executed at a Settlement Price between the Floor Price of $29.0933 and the Cap Price of $38.7911, suggesting a favorable price range for the seller at the time the contract was structured.

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 reduction in the reporting person's indirect beneficial ownership by 360,000 shares decreases insider alignment with common shareholders.

Risks

• The market might interpret the insider share disposition as a negative signal, potentially leading to downward pressure on the stock price.
• A large block of shares being sold, even through a pre-arranged contract, can increase selling pressure on the stock.

Future Outlook

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

Industry Context

This Form 4 filing reports an insider transaction, which is specific to the reporting person's financial planning and beneficial ownership. It does not directly relate to broader industry trends or competitive dynamics within the beverage or health drink sector. However, large insider sales in any industry can sometimes be viewed in the context of overall market sentiment or company-specific performance expectations.

Comparison to Industry Standards

• This filing reports a specific insider transaction (settlement of a prepaid variable forward contract) and does not provide financial results or operational metrics that can be directly compared to industry benchmarks or competitors like Monster Beverage (MNST) or National Beverage Corp. (FIZZ). The nature of the transaction is a personal financial arrangement of a director, not a company performance metric.

Stakeholder Impact

• Shareholders: May perceive the insider sale as a negative signal, potentially impacting investor confidence and share price.
• Employees, Customers, Suppliers, Creditors: No direct impact from this insider transaction.

Key Dates

Recommendation

The disposition of 360,000 shares by a Director and 10% owner, William H. Milmoe, through the settlement of a Variable Prepaid Forward Sale Contract, represents a reduction in insider ownership. While this is a pre-planned transaction initiated in 2023, large insider sales can sometimes be interpreted by the market as a lack of confidence or a move to diversify, potentially exerting downward pressure on the stock. However, without further information on the company's current performance or the insider's specific financial motivations beyond the contract terms, a definitive "sell" signal is not warranted. Investors should "hold" and observe the company's upcoming financial reports and market reaction, considering this as a data point in their overall assessment rather than a standalone catalyst for immediate action.

Keywords

Celsius Holdings, CELH, Insider Trading, Form 4, Stock Sale, Director Transaction, Variable Prepaid Forward, Equity Disposition, Beneficial Ownership