Form 4: Celsius Holdings Director's Estate Settles Large Forward Sale, Disposing of 900,000 Shares

An estate associated with Celsius Holdings Director William H. Milmoe completed the pre-arranged physical settlement of a variable prepaid forward sale contract, delivering 900,000 shares of common stock over three days.

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 GRAT 1, LLC, an entity beneficially owned by the Estate of Carl DeSantis.
• The VPF, originally entered into on August 1, 2022, involved three tranches that matured on July 22, 2025, July 23, 2025, and July 24, 2025.
• For each of the three tranches, GRAT 1 elected full physical settlement, resulting in the delivery of 300,000 shares of CELH common stock per tranche.
• A total of 900,000 shares were disposed of across July 23, 2025, July 24, 2025, and July 25, 2025.
• The settlement price for each tranche was greater than the Cap Price of $40.1588, meaning GRAT 1 transferred the shares and received a cash payment based on a formula tied to the difference between the Cap Price and the Floor Price ($30.1191).
• Following these transactions, the indirect beneficial ownership of common stock by the Reporting Person through GRAT 1, LLC decreased from 3,300,000 shares to 2,700,000 shares.

Sentiment

Score: 5

Explanation: The filing reports the pre-arranged settlement of a forward sale contract by an estate, which is a liquidity event and not directly indicative of the company's operational performance or future prospects. While a large insider share disposition, it was part of a long-standing agreement.

Positives

• The settlement price for the Variable Prepaid Forward Sale Contract was greater than the Cap Price of $40.1588, indicating a favorable outcome for the seller (GRAT 1, LLC) under the terms of the contract.
• The transaction represents the successful and expected conclusion of a pre-arranged financial instrument, providing liquidity to the Estate of Carl DeSantis.

Negatives

• A significant number of shares (900,000) were disposed of by an entity associated with a Director and 10% owner, which could be perceived by some investors as a reduction in insider alignment, despite being a pre-arranged settlement.

Future Outlook

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

Industry Context

This filing reports an insider transaction related to a pre-existing financial contract and does not provide information directly related to broader industry trends or competitive dynamics within the beverage or energy drink sector.

Related Party Transactions

• The transactions involve William H. Milmoe, a Director and 10% Owner, acting as a personal representative for the Estate of Carl DeSantis, which holds a 100% beneficial ownership interest in GRAT 1, LLC, the entity executing the share dispositions.

Stakeholder Impact

• Shareholders: The disposition of 900,000 shares by an entity associated with a significant insider could lead to a perception of increased supply in the market, though it was a pre-arranged transaction.

Key Dates

Recommendation

The filing details a pre-arranged insider share disposition by an estate, which is a liquidity event rather than a reflection of the company's current operational performance or future outlook. While a large volume of shares, it was part of a long-standing contract. This transaction does not provide new fundamental information to warrant a change in investment thesis for Celsius Holdings, Inc. A 'hold' recommendation is appropriate as the event is neutral to the company's core business prospects.

Keywords

Celsius Holdings, CELH, SEC Form 4, Insider Transaction, Stock Sale, Variable Prepaid Forward Sale, VPF, Estate of Carl DeSantis, Director, 10% Owner, Share Disposition