Form 4: Celsius Holdings Director Sells $9.5 Million in Stock Under Pre-Planned Arrangement

Celsius Holdings, Inc. Director and 10% owner William H. Milmoe sold 200,000 shares of common stock for approximately $9.5 million in late July 2025 under a Rule 10b5-1 plan.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), sold a total of 200,000 shares of common stock.
• On July 28, 2025, 100,000 shares were sold at a price of $47 per share.
• On July 29, 2025, an additional 100,000 shares were sold at a price of $48 per share.
• The total proceeds from these sales amounted to approximately $9,500,000.
• Following these transactions, Milmoe's indirect beneficial ownership stands at 17,817,770 shares.
• The sales were conducted pursuant to a Rule 10b5-1 pre-planned trading arrangement.

Sentiment

Score: 4

Explanation: The sale of 200,000 shares by a Director and 10% owner is generally viewed as a negative signal, as it reduces insider alignment. However, the impact is mitigated by the fact that the sales were conducted under a pre-planned Rule 10b5-1 arrangement, and the reporting person retains a very substantial beneficial ownership of over 17 million shares.

Positives

• The sales were conducted under a Rule 10b5-1 plan, indicating they were pre-scheduled and not necessarily a reaction to recent negative developments.
• Despite the sales, William H. Milmoe retains a significant indirect beneficial ownership of 17,817,770 shares, demonstrating continued substantial alignment with shareholder interests.

Negatives

• A Director and 10% owner selling a substantial number of shares (200,000 shares) could be perceived negatively by the market, potentially signaling a lack of confidence, even if pre-planned.
• The sales represent a reduction in insider ownership, which might be interpreted as a decrease in direct exposure to the company's future performance by a key stakeholder.

Risks

• Significant insider selling, even if pre-planned, can sometimes lead to negative market sentiment and put downward pressure on the stock price.
• A large sale by a 10% owner might raise questions among investors regarding the long-term outlook or liquidity needs of the selling party.

Industry Context

This filing is a standard disclosure of insider trading activity. In the beverage industry, particularly for growth companies like Celsius, investor sentiment can be sensitive to insider transactions. While these sales are pre-planned, they occur in a competitive market where investor confidence is key.

Comparison to Industry Standards

• Insider sales under a Rule 10b5-1 plan are a common practice for executives and large shareholders to manage their equity holdings while complying with insider trading regulations.
• The volume of shares sold (200,000) is significant for an individual, but the remaining beneficial ownership of over 17 million shares indicates that the selling party retains a very substantial stake in Celsius Holdings, Inc., which is a positive sign compared to a complete divestment.

Corporate Governance

Related Party Transactions

• The beneficial ownership is indirect, held through CD Financial LLC, where the Reporting Person is the Manager, and the Carl DeSantis Revocable Trust, which holds a 99% beneficial interest in CD Financial LLC. This indicates a related party structure for the ownership of the shares.

Stakeholder Impact

• Shareholders: May perceive the insider selling as a negative signal, potentially leading to decreased confidence or downward pressure on the stock price. However, the pre-planned nature and remaining large stake could temper this.

Key Dates

Recommendation

The sale of 200,000 shares by a Director and 10% owner is a notable event. While the sales were executed under a Rule 10b5-1 plan, which suggests a pre-determined schedule rather than a reaction to new negative information, significant insider selling can still create negative market sentiment. However, the reporting person retains a very substantial indirect beneficial ownership of over 17 million shares, indicating continued long-term alignment. Without further information on the company's operational performance or strategic outlook, a "hold" recommendation is appropriate, advising investors to monitor the stock and company fundamentals closely.

Keywords

Celsius Holdings, CELH, insider trading, Form 4, stock sale, director, 10% owner, William H. Milmoe, beneficial ownership, Rule 10b5-1