Form 4: Celsius Holdings Director Reduces Indirect Stake by 900,000 Shares via Forward Contract Settlement

A director and 10% owner of Celsius Holdings, Inc. has reported the indirect disposition of 900,000 common stock shares through the physical settlement of a pre-existing variable prepaid forward sale contract.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported changes in his indirect beneficial ownership.
• The transactions involved the settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) that GRAT 1, LLC, an entity where Mr. Milmoe has shared voting and dispositive control, entered into on August 1, 2022, with an unaffiliated third-party buyer.
• On June 23, 2025, June 24, 2025, and June 25, 2025, GRAT 1, LLC, elected full physical settlement for each tranche.
• Each tranche involved the disposition of 300,000 shares of CELH common stock, totaling 900,000 shares across the three dates.
• The VPF contract obligated GRAT 1 to deliver the shares and the buyer to pay GRAT 1 a cash amount based on the volume-weighted average price (Settlement Price) relative to a Floor Price ($30.1191) and a Cap Price ($40.1588).
• Since the Settlement Price for all three tranches was greater than the Cap Price, GRAT 1 received a fixed cash payment of $10.0397 per share (Cap Price Floor Price) for the shares delivered.
• Following these transactions, the indirect beneficial ownership of CELH common stock by the reporting person (through GRAT 1, LLC) decreased from an initial 9,900,000 shares (before the first reported disposition) to 9,000,000 shares.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the significant reduction in indirect beneficial ownership by a key insider, which can be perceived as a decrease in alignment with shareholder interests, despite being a pre-planned transaction.

Negatives

• The disposition of 900,000 shares by a director and 10% owner reduces the insider's overall stake, which can be perceived as a decrease in alignment with shareholder interests.
• While a pre-planned transaction, significant insider selling can sometimes lead to negative market sentiment.

Risks

• Reduced alignment of a significant insider's financial interests with those of public shareholders due to a lower beneficial ownership percentage.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• William H. Milmoe, the reporting person, signed the filing on June 26, 2025.

Industry Context

This Form 4 filing details a routine, albeit significant, insider transaction involving the settlement of a sophisticated financial instrument (Variable Prepaid Forward Sale Contract). Such transactions are common for high-net-worth individuals seeking to monetize large equity positions while managing tax implications or risk, and are distinct from direct open-market sales that might signal a change in management's view of the company's prospects.

Stakeholder Impact

• Shareholders: May perceive the reduction in a significant insider's indirect stake as a negative signal regarding long-term alignment or confidence, potentially influencing stock price.

Key Dates

Recommendation

Keywords

Celsius Holdings, CELH, SEC Form 4, Insider Transaction, Beneficial Ownership, Share Disposition, Variable Prepaid Forward, VPF, Director, Stock Settlement