Form 4: Celsius Holdings Director's Entity Settles Large Forward Sale, Reducing Indirect Stake

An entity associated with Celsius Holdings Director William H. Milmoe settled a pre-paid variable forward sale contract, resulting in the transfer of 900,000 shares and a reduction in indirect beneficial ownership.

Summary

• William H. Milmoe, a Director of Celsius Holdings, Inc. (CELH), reported changes in indirect beneficial ownership of common stock.
• The changes resulted from the settlement of three tranches of a Variable Prepaid Forward Sale (VPF) transaction entered into on August 1, 2022, by GRAT 1, LLC.
• Milmoe has shared voting and dispositive control over shares held by GRAT 1, LLC, as one of two personal representatives of the Estate of Carl DeSantis, which holds 100% beneficial ownership in GRAT 1, LLC.
• On July 7, 2025, July 8, 2025, and July 9, 2025, GRAT 1, LLC settled tranches of the VPF, electing full physical settlement.
• For each of these three tranches, 300,000 shares of CELH common stock were delivered to an unaffiliated third-party buyer, totaling 900,000 shares over the three days.
• The settlement price for each tranche (July 3, 2025, July 7, 2025, and July 8, 2025) was greater than the Cap Price of $40.1588.
• As a result, GRAT 1, LLC transferred the shares and received cash payments determined by a formula where the cash amount was the product of the share number (300,000) and $10.0397 (the difference between the Cap Price and the Floor Price of $30.1191).
• Following these transactions, the indirect beneficial ownership of common stock held by GRAT 1, LLC, and thus indirectly by Milmoe, decreased from an implied initial 7,200,000 shares to 6,300,000 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can be perceived negatively, this transaction was a pre-planned settlement of a Variable Prepaid Forward Sale contract, indicating a structured divestment rather than a discretionary sale based on new information. The favorable settlement terms for the seller (settlement price above cap) are a positive for the selling entity.

Positives

• The Variable Prepaid Forward Sale (VPF) tranches settled with the Settlement Price exceeding the Cap Price of $40.1588, indicating a favorable outcome for the seller (GRAT 1, LLC) as they received the maximum cash payout per share under the contract terms ($10.0397 per share).

Negatives

• Director William H. Milmoe's indirect beneficial ownership in Celsius Holdings, Inc. decreased by 900,000 shares (from an implied 7,200,000 to 6,300,000) over three days due to the settlement of a pre-paid variable forward sale contract, representing a significant reduction in insider holdings.

Future Outlook

No explicit future outlook or guidance is provided in this Form 4 filing.

Industry Context

This Form 4 filing details an insider transaction and does not provide broader industry context or trends.

Related Party Transactions

• The transactions involve GRAT 1, LLC, which is 100% beneficially owned by the Estate of Carl DeSantis. William H. Milmoe, the reporting person, is one of the two personal representatives of this Estate and has shared voting and dispositive control over the shares held by GRAT 1, LLC, making this a related party transaction.

Stakeholder Impact

• Shareholders may view the reduction in indirect insider ownership as a negative signal, although the pre-planned nature of the Variable Prepaid Forward Sale (VPF) contract may mitigate some concerns.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, beneficial ownership, stock sale, variable prepaid forward, VPF, director, equity, securities