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

Celsius Holdings Director William H. Milmoe, through CD Financial LLC, settled a prepaid variable forward sale contract by delivering 562,500 shares of common stock over three days in December 2025.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported changes in beneficial ownership.
• The transactions involved the scheduled settlement of a prepaid variable forward sale (VPF) contract that was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• Over three consecutive days, December 2, 3, and 4, 2025, CD Financial LLC, which is managed by Milmoe, delivered 187,500 shares of CELH common stock each day, totaling 562,500 shares.
• The settlement for each tranche of the VPF was a full physical settlement, meaning the shares were transferred.
• The cash payment to CD Financial LLC was determined by a formula, as the volume-weighted average price (Settlement Price) on each maturity date (December 1, 2, and 3, 2025) was greater than the contract's Cap Price of $37.0234.
• This condition resulted in CD Financial LLC receiving a cash payment of $9.2559 per share for the disposed shares.
• Following these transactions, Milmoe's indirect beneficial ownership through CD Financial LLC decreased from 16,785,867 shares to 16,410,867 shares.

Sentiment

Score: 5

Explanation: The filing reports the scheduled settlement of a pre-arranged forward sale contract by a director, which is a neutral event in terms of immediate company performance but reduces insider ownership.

Positives

• The settlement price for the shares was greater than the Cap Price of $37.0234, resulting in the maximum cash payment per share ($9.2559) to CD Financial LLC under the VPF terms, indicating a favorable outcome for the seller from the pre-arranged contract.

Negatives

• A significant disposition of 562,500 shares by a Director and 10% owner, even if pre-arranged, reduces insider ownership in the company.

Future Outlook

na

Industry Context

na

Stakeholder Impact

• Shareholders: The reduction in insider ownership, even if pre-arranged, might be viewed with mixed sentiment by some shareholders, though it does not reflect a new discretionary sale decision.

Key Dates

Recommendation

This Form 4 reports the scheduled settlement of a pre-existing forward sale contract by a director, which is a routine event for such instruments. While it reduces insider ownership, it does not reflect a new discretionary decision to sell based on current company performance or outlook. Therefore, it provides no new fundamental information to alter an investment thesis, warranting a 'hold' recommendation.

Keywords

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