Form 4: Celsius Director Settles Prepaid Forward Contract, Sells Shares

Celsius Holdings Director William H. Milmoe reported the scheduled settlement of a prepaid variable forward sale contract, resulting in the disposition of 337,500 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a prepaid variable forward sale contract (VPF).
• The VPF, originally entered into on November 3, 2022, involved three tranches settled on November 18, 19, and 20, 2025.
• Each tranche resulted in the disposition of 112,500 shares of CELH common stock, totaling 337,500 shares across the three transactions.
• The shares were transferred by GRAT 1, LLC, an entity in which the reporting person has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis.
• GRAT 1 elected full physical settlement for these tranches.
• The settlement price on each maturity date (November 17, 18, and 19, 2025) was greater than the Cap Price of $37.0234.
• As a result, GRAT 1 transferred the shares and received cash payments calculated based on the difference between the Cap Price and the Floor Price ($27.7675), which is $9.2559 per share.
• Following these transactions, the indirect beneficial ownership of CELH common stock by GRAT 1 decreased from 1,462,500 shares to 1,125,000 shares.

Sentiment

Score: 5

Explanation: The filing reports the scheduled settlement of a pre-existing financial contract, which is an expected event and does not inherently indicate new positive or negative sentiment about the company's immediate future.

Positives

• GRAT 1 received cash payments as the settlement price for each tranche was greater than the Cap Price, indicating a favorable outcome for the prepaid variable forward sale contract.

Negatives

• The disposition of 337,500 shares by a 10% owner, even if pre-arranged, reduces the overall insider ownership percentage in Celsius Holdings, Inc.

Related Party Transactions

• The Variable Prepaid Forward Sale Contract was entered into with an unaffiliated third-party buyer.
• The shares are held by GRAT 1, LLC, an entity in which the reporting person has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis.

Stakeholder Impact

• Shareholders: The disposition of shares, while pre-arranged, results in a reduction of insider ownership, which some investors may monitor.
• Shareholders: The physical settlement of shares could lead to minor dilution if the shares were not already accounted for in market expectations.

Key Dates

Keywords

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