Form 4: Celsius Director Settles Forward Sale, Reduces Indirect Stake

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., settled a prepaid variable forward sale contract, resulting in the disposition of 240,000 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) contract.
• The VPF was originally entered into on January 19, 2023, with an unaffiliated third-party buyer.
• On December 24, 2025, 120,000 shares of CELH common stock were disposed of through the physical settlement of a tranche of the VPF.
• On December 29, 2025, an additional 120,000 shares of CELH common stock were disposed of through the physical settlement of another tranche of the VPF.
• The total number of shares disposed of across these two dates is 240,000.
• The settlement price for these tranches was greater than the Floor Price of $29.0933 and less than the Cap Price of $38.7911.
• CD Financial LLC, managed by Mr. Milmoe, received cash payments determined by the formula: (Share Number) * (Settlement Price Floor Price).
• Following these transactions, Mr. Milmoe's indirect beneficial ownership decreased from 14,242,396 shares to 14,122,396 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large insider sale could be seen negatively, it was part of a pre-arranged forward contract initiated long ago, suggesting a planned liquidity event rather than a reaction to recent company performance. It's a routine financial management action for a large shareholder.

Positives

• The settlement of the VPF contract provides liquidity to the reporting person (CD Financial LLC).
• The transaction was part of a pre-arranged plan (Rule 10b5-1(c)), indicating a structured approach to managing equity holdings rather than an immediate reaction to market conditions.

Negatives

• A significant reduction in indirect beneficial ownership by a Director and 10% owner, totaling 240,000 shares, could be perceived negatively by some investors as a decrease in insider confidence.

Risks

• The disposition of a large block of shares by a significant insider could potentially put downward pressure on the stock price, depending on market conditions and investor sentiment.
• Perception of reduced insider alignment with long-term shareholder interests due to the sale.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is solely focused on insider transactions.

Industry Context

This Form 4 filing reports an insider transaction and does not provide information directly related to broader industry trends or competitors. However, insider sales, especially by significant shareholders, are often watched by the market for signals about the company's internal perception of its valuation or future prospects within its industry (energy drinks/health beverages).

Comparison to Industry Standards

• This filing details an insider transaction, specifically the settlement of a pre-arranged forward sale contract. Such transactions are common among executives and large shareholders for liquidity or diversification purposes.
• There are no specific company or project results to compare against industry benchmarks in this filing. The transaction itself is a standard financial instrument used for managing equity exposure.

Stakeholder Impact

• Shareholders: May interpret the sale as a signal, though the pre-arranged nature mitigates immediate concern. The reduction in insider ownership could slightly reduce alignment.
• Employees, Customers, Suppliers, Creditors: No direct impact from this specific insider transaction.

Key Dates

Recommendation

The transaction is a pre-planned settlement of a forward sale contract, not an opportunistic sale based on recent company performance. While it reduces insider ownership, it's a structured liquidity event. Without additional information on company fundamentals or market conditions, a 'hold' recommendation is appropriate, as this filing alone doesn't provide a strong signal for a 'buy' or 'sell' decision.

Keywords

Celsius Holdings, CELH, Form 4, Insider Trading, Beneficial Ownership, Stock Sale, Director, 10% Owner, Variable Prepaid Forward, Equity Settlement