Form 4: Celsius Holdings Director and 10% Owner Settles Significant Forward Sale Contracts

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), has settled three tranches of a pre-arranged variable prepaid forward sale contract, disposing of a total of 779,391 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported changes in beneficial ownership via a Form 4 filing.
• The filing details the settlement of three tranches of a variable prepaid forward sale transaction (VPF) that was originally entered into on July 5, 2022, with an unaffiliated third-party buyer.
• On May 27, 2025, May 28, 2025, and May 29, 2025, CDF (CD Financial LLC), the record holder of the shares managed by Milmoe, physically settled each tranche.
• Each tranche involved the disposition of 259,797 shares of CELH common stock, totaling 779,391 shares across the three dates.
• The settlement price for each tranche was greater than the Cap Price of $26.2379, resulting in a cash payment to CDF based on a formula tied to the Cap Price.
• Following these transactions, the indirect beneficial ownership of common stock decreased from 19,876,552 shares to 19,356,958 shares.
• The shares are held indirectly through CD Financial LLC, where Mr. Milmoe serves as manager and has shared voting and dispositive power.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While it involves a significant insider sale, it was a pre-arranged transaction under a 10b5-1 plan, which typically mitigates negative sentiment associated with open market insider selling. It does not reflect new operational performance.

Negatives

• A significant disposition of shares (779,391 shares) by a director and 10% owner, which could be perceived negatively by some investors, although it was part of a pre-arranged contract.

Risks

• The disposition of a large block of shares by an insider, even if pre-arranged, could potentially put downward pressure on the stock price if not fully anticipated by the market.

Future Outlook

The document primarily reports past transactions related to a pre-existing contract. No explicit forward-looking statements or guidance regarding the company's future performance or strategy are provided.

Management Comments

• The transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Industry Context

This Form 4 filing is specific to an insider's pre-arranged stock disposition and does not provide broader industry trends or competitive analysis. It reflects an individual's financial planning rather than a corporate strategic move.

Stakeholder Impact

• Shareholders: The disposition of a large number of shares by a director and 10% owner, even if pre-arranged, could be noted by investors. However, the 10b5-1 plan context suggests it's part of a long-term financial strategy rather than a reaction to immediate company performance.

Next Steps

• The reported tranches of the Variable Prepaid Forward Sale Contract have been settled, concluding these specific obligations.

Key Dates

Recommendation

Keywords

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