Form 4: Celsius Director Settles Forward Sale, Reduces Stake

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale contract, disposing of 337,500 shares.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), settled three tranches of a prepaid variable forward sale contract (VPF).
• The VPF was originally entered into on November 3, 2022, with an unaffiliated third-party buyer.
• Settlements occurred on November 21, 2025, November 24, 2025, and November 25, 2025.
• For each tranche, 112,500 shares of CELH common stock were physically delivered, totaling 337,500 shares across the three transactions.
• The shares were held indirectly by GRAT 1, LLC, where Milmoe has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis.
• The settlement price for each tranche on November 20, 2025, November 21, 2025, and November 24, 2025, was greater than the Cap Price of $37.0234.
• GRAT 1 received cash payments calculated as 112,500 shares multiplied by $9.2559 for each tranche.
• Total cash received by GRAT 1 from these settlements was approximately $3,123,866.25 (337,500 shares * $9.2559/share).
• Following these transactions, the indirect beneficial ownership of GRAT 1 decreased from 1,012,500 shares to 787,500 shares.

Sentiment

Score: 5

Explanation: The filing reports a pre-planned insider sale, which is a neutral event in terms of company operations. While it reduces insider ownership, it was part of a structured financial arrangement, not a reactive sale. The settlement terms were favorable to the seller (GRAT 1) as the price exceeded the cap.

Positives

• The transaction was part of a pre-arranged Rule 10b5-1 plan, indicating a planned disposition rather than an immediate reaction to market conditions.
• The settlement price for each tranche exceeded the Cap Price, meaning the maximum cash payout per share under the contract terms was achieved for the seller (GRAT 1).

Negatives

• A significant reduction in indirect beneficial ownership by a director and 10% owner (337,500 shares) could be perceived negatively by some investors.
• The cash received per share ($9.2559) is significantly lower than the Cap Price ($37.0234), reflecting the structure of the prepaid forward contract where the upfront payment is received, and the final cash settlement is based on the difference between the settlement price and floor/cap prices, not a direct sale at market price.

Risks

• Potential negative market perception due to a significant insider share disposition, even if pre-planned.
• Reduced alignment of interests between the reporting person (indirectly) and other shareholders due to a smaller equity stake.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategy.

Industry Context

This Form 4 filing reports an insider transaction and does not provide information directly related to broader industry trends or competitor analysis. It reflects a pre-planned financial arrangement by a significant shareholder.

Related Party Transactions

• The shares were held indirectly by GRAT 1, LLC, where the reporting person, William H. Milmoe, serves as one of two personal representatives of the Estate of Carl DeSantis, holding shared voting and dispositive control. This establishes a related party relationship for the transaction.

Stakeholder Impact

• Shareholders: A reduction in indirect insider ownership by a director and 10% owner could be perceived negatively, potentially signaling a lack of confidence, although the pre-planned nature mitigates this.
• Company: No direct operational impact, but the change in ownership structure of a significant shareholder is noted.

Key Dates

Recommendation

The filing reports a pre-planned insider sale via a Variable Prepaid Forward contract, which is a structured financial transaction rather than a discretionary market sale. While it reduces a significant insider's indirect stake, the transaction itself doesn't reflect new information about the company's operational performance or future prospects. The settlement terms were favorable to the seller, indicating the stock performed well relative to the contract's cap price. Investors should 'hold' as this event is largely neutral for the company's fundamentals, but monitor future insider activity and company performance.

Keywords

Celsius Holdings, CELH, Form 4, Insider Trading, Stock Sale, Director, 10% Owner, William H. Milmoe, Prepaid Forward Contract, Share Disposition, Corporate Governance