Form 4: Celsius Holdings Director Completes Pre-Arranged Share Sale, Reducing Indirect Holdings by 900,000 Shares

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., completed the settlement of three tranches of a prepaid variable forward sale contract, resulting in the disposition of 900,000 shares of common stock at a price of $40.1588 per share.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches of a prepaid variable forward sale (VPF) transaction.
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• On June 26, 2025, June 27, 2025, and June 30, 2025, GRAT 1, LLC, an entity in which the reporting person has indirect beneficial ownership, delivered 300,000 shares of CELH common stock for each tranche, totaling 900,000 shares.
• The shares were disposed of at a price of $40.1588 per share, which was the Cap Price, as the volume-weighted average price on the maturity dates exceeded this threshold.
• Following these transactions, the indirect beneficial ownership of common stock held by GRAT 1, LLC, decreased from 8,700,000 shares to 8,100,000 shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's a large insider sale, it's the settlement of a pre-arranged contract from 2022, not a new decision to sell based on current market conditions. The fact that the settlement price was above the Cap Price indicates a favorable outcome for the seller based on the contract terms.

Positives

• The settlement price for the shares ($40.1588) was above the Cap Price, indicating a favorable market price for the shares at the time of settlement relative to the VPF terms.
• The transaction was part of a pre-arranged plan (VPF entered in 2022), suggesting a structured approach to managing holdings rather than an immediate reaction to current market conditions.

Negatives

• A significant reduction in indirect beneficial ownership by a director and 10% owner (900,000 shares) could be perceived negatively by some investors as it reduces insider alignment.

Future Outlook

No forward-looking statements or guidance are provided in this filing, as it primarily reports past insider transactions.

Industry Context

This Form 4 filing reports an insider transaction, which is specific to the individual's holdings and a pre-arranged financial instrument. It does not provide information directly related to broader industry trends or competitive dynamics within the beverage or energy drink sector where Celsius Holdings operates.

Comparison to Industry Standards

• This Form 4 filing details an insider share disposition via a pre-arranged contract and does not contain information suitable for comparison to industry-wide financial or operational benchmarks, specific comparable companies, projects, or results.

Stakeholder Impact

• Shareholders: The disposition of 900,000 shares by a director and 10% owner could be viewed as a reduction in insider alignment, though it was a pre-arranged sale. The shares were sold at a favorable price relative to the VPF terms.

Key Dates

Recommendation

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Share Disposition, Variable Prepaid Forward Sale, VPF, Director, 10% Owner, Stock Sale, Beneficial Ownership