4/A: Celsius Holdings Director Amends Form 4 to Correct Details of Pre-Arranged Stock Sale

Celsius Holdings, Inc. Director and 10% Owner William H. Milmoe has filed an amended Form 4 to correct the number of shares disposed of in a pre-arranged variable prepaid forward sale contract.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), filed a Form 4/A to amend and supersede an original Form 4 filed on May 20, 2025.
• The amendment corrects the number of common stock shares disposed of on May 16, 2025, May 19, 2025, and May 20, 2025, from 259,800 shares to 259,797 shares for each of the three tranches.
• The filing also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of the dates.
• The transactions relate to the full physical settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) entered into on July 5, 2022, with an unaffiliated third-party buyer.
• For each tranche, 259,797 shares of CELH common stock were delivered to the buyer.
• The VPF contract stipulated cash payments to CDF based on the volume-weighted average price (Settlement Price) relative to a Floor Price of $19.6784 and a Cap Price of $26.2379.
• On each maturity date (May 15, 2025, May 16, 2025, and May 19, 2025), the Settlement Price was greater than the Cap Price, resulting in a cash payment to CDF equal to the product of the Share Number (259,797) and $6.5595 (Cap Price Floor Price).
• The shares are held by CD Financial LLC (CDF), where Mr. Milmoe is the manager and a trustee of the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CDF. Mr. Milmoe has shared voting and dispositive power over these shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a routine amendment to correct minor numerical errors in a previously disclosed insider transaction. It does not reflect on the operational performance or strategic direction of the company.

Positives

• The settlement price for the Variable Prepaid Forward Sale Contract was greater than the Cap Price ($26.2379) on all three maturity dates, indicating a favorable stock price for the seller (CD Financial LLC) at the time of settlement.

Future Outlook

This filing is an amendment to a past transaction and does not contain any forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future performance or outlook.

Industry Context

This filing pertains to a routine insider transaction amendment for Celsius Holdings, Inc. and does not provide broader industry context or trends. It is specific to the beneficial ownership changes of a single director.

Stakeholder Impact

• Shareholders: Minimal impact, as this is a correction to a previously disclosed pre-arranged sale by a significant owner. The market would have already absorbed the information from the original filing.
• Reporting Person (William H. Milmoe): The amendment accurately reflects the number of shares disposed of and his indirect beneficial ownership, ensuring compliance with SEC reporting requirements.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4/A, Insider Transaction, Beneficial Ownership, Stock Sale, Variable Prepaid Forward, William H. Milmoe, SEC Filing