Form 4: Celsius Holdings 10% Owner Settles Prepaid Forward Sale, Disposing of Over 500,000 Shares

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., settled two tranches of a prepaid variable forward sale transaction, resulting in the disposition of 519,594 shares of common stock and receipt of approximately $3.4 million in cash.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of two tranches of a prepaid variable forward sale (VPF) transaction.
• The VPF was originally entered into on July 5, 2022, with an unaffiliated third-party buyer.
• On June 3, 2025, 259,797 shares of CELH common stock were disposed of.
• On June 4, 2025, an additional 259,797 shares of CELH common stock were disposed of.
• The total number of shares disposed of across both tranches is 519,594.
• The shares were delivered by CD Financial LLC (CDF), an entity in which the reporting person has shared voting and dispositive power.
• For both tranches, the volume-weighted average price (Settlement Price) on the maturity date was greater than the Cap Price of $26.2379.
• As a result, CDF received a cash payment calculated as 259,797 shares multiplied by $6.5595 for each tranche, totaling approximately $1,704,800 per tranche, or $3,409,600 in total.
• Following these transactions, the indirect beneficial ownership of CELH common stock by the reporting person through CDF decreased to 18,317,770 shares.

Sentiment

Score: 5

Explanation: This is a neutral filing reporting a pre-arranged insider sale. It has no direct positive or negative operational impact on the company. The transaction was expected as per a Rule 10b5-1 plan.

Positives

• For the reporting person, the settlement of the VPF at a price above the Cap Price indicates a favorable outcome for the seller, as they received the maximum cash payment per share as defined by the contract terms.
• The transaction monetizes a portion of the reporting person's holdings, providing liquidity.

Negatives

• The disposition of a significant number of shares (519,594) by a 10% owner and Director could be perceived negatively by some investors as it reduces insider ownership, although this was part of a pre-arranged VPF.
• The shares were effectively sold at the Cap Price of $26.2379 for the purpose of cash calculation, meaning the seller did not capture the full upside above this price if the market price was higher on the settlement dates.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports on a past insider transaction.

Industry Context

This Form 4 filing reports an insider transaction and does not provide information relevant to broader industry trends or competitive analysis. It is specific to the individual's holdings in Celsius Holdings, Inc.

Stakeholder Impact

• Shareholders: The disposition of shares by a 10% owner could be viewed as a slight negative in terms of reduced insider alignment, but it was part of a pre-arranged plan, mitigating concerns about a sudden loss of confidence. The shares were sold at a price below the current market price (if the market price was above the Cap Price), meaning the buyer of the VPF captured the upside.
• Company: No direct operational or financial impact on Celsius Holdings, Inc. as this is a shareholder-level transaction.

Key Dates

Recommendation

Keywords

Celsius Holdings, CELH, Form 4, SEC Filing, Insider Transaction, Stock Sale, Prepaid Variable Forward, VPF, William H. Milmoe, Director, 10% Owner, Share Disposition, Equity Settlement