Form 4: Celsius Holdings Director and 10% Owner Settles Variable Prepaid Forward Contract, Disposing of Over 779,000 Shares

William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc., reported the physical settlement of a pre-arranged variable prepaid forward sale contract, resulting in the disposition of 779,391 shares of common stock and cash proceeds of approximately $5.11 million.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a Variable Prepaid Forward Sale Contract (VPF) through physical delivery of shares.
• The VPF, originally entered into on July 5, 2022, was settled in three tranches on May 21, 2025, May 22, 2025, and May 23, 2025.
• A total of 779,391 shares of CELH common stock were disposed of, with 259,797 shares delivered for each of the three tranches.
• The VPF had a Floor Price of $19.6784 and a Cap Price of $26.2379.
• The settlement price for all tranches was greater than the Cap Price, leading to cash proceeds for the seller calculated as the product of the share number (259,797) and $6.5595 (Cap Price Floor Price) per tranche.
• The total estimated cash proceeds from these settlements amount to approximately $5,109,999.99.
• Following these transactions, Mr. Milmoe, through CD Financial LLC, continues to beneficially own 259,797 shares directly and 259,797 shares indirectly.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the disposition of a large number of shares by an insider can sometimes be viewed negatively, this transaction was the expected settlement of a pre-arranged financial instrument (VPF) with favorable terms for the seller. It does not necessarily reflect a change in the insider's view of the company's prospects, but rather the execution of a planned liquidity event.

Positives

• The settlement price for the Variable Prepaid Forward Sale Contract was greater than the Cap Price ($26.2379), indicating a favorable outcome for the seller (CD Financial LLC) as they received the maximum cash proceeds per share as per the contract terms.
• The transaction represents the successful conclusion of a pre-arranged financial instrument, providing liquidity to the reporting person.

Negatives

• The disposition of a significant number of shares (779,391) by a Director and 10% Owner could be perceived by the market as a lack of confidence or a move to diversify, potentially putting downward pressure on the stock price.
• While part of a pre-arranged contract, the large volume of shares entering the market could increase supply.

Risks

• Market perception of insider selling: The disposition of a substantial number of shares by a key insider and significant owner may lead to negative market sentiment or speculation regarding the company's future prospects.
• Potential stock price volatility: Large share dispositions can sometimes contribute to increased stock price volatility, especially if not fully anticipated or understood by the market.

Future Outlook

This Form 4 filing reports the settlement of a past transaction and does not provide forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future performance or strategic outlook.

Industry Context

This filing details a specific insider transaction related to a pre-existing financial contract and does not provide broader insights into industry trends or competitive landscape within the beverage or energy drink sector. It is an isolated event concerning a single insider's equity holdings.

Stakeholder Impact

• Shareholders: The disposition of a significant number of shares by a Director and 10% Owner may lead to questions or concerns among existing and potential shareholders regarding insider confidence and future stock performance.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, beneficial ownership, variable prepaid forward, VPF, stock disposition, director, 10% owner, equity settlement