Form 4: Celsius Holdings Director Settles First Tranches of Prepaid Variable Forward Sale Transaction

William H. Milmoe, a director at Celsius Holdings, settled the first three tranches of a prepaid variable forward sale transaction, resulting in the transfer of common stock to an unaffiliated third-party buyer.

Summary

• William H. Milmoe, a director of Celsius Holdings, Inc., filed a Form 4 detailing changes in beneficial ownership.
• The filing pertains to the settlement of the first three tranches of a prepaid variable forward sale transaction (VPF) that was entered into on July 5, 2022, with an unaffiliated third-party buyer.
• The VPF obligated CD Financial LLC (CDF), of which Milmoe is the manager, to deliver up to 259,800 shares of CELH common stock per tranche, adjusted for stock splits.
• The settlement occurred in twenty approximately equal tranches from May 6, 2025, to June 3, 2025.
• The number of shares delivered per tranche was determined by a formula based on the volume-weighted average price of CELH common stock on the maturity date (Settlement Price) compared to a Floor Price of $19.6784 and a Cap Price of $26.2379.
• Since the Settlement Price was greater than the Cap Price on May 6-May 8, 2025, CDF transferred a portion of the pledged shares according to the formula.
• The transactions on May 7, 2025, May 8, 2025, and May 9, 2025, involved the transfer of 210,242, 211,620, and 211,861 shares respectively at prices of $23.128, $22.9774, and $22.9512.
• Following these transactions, the reporting person indirectly owns 22,687,866 shares.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of a pre-arranged transaction. It doesn't inherently indicate positive or negative sentiment, but rather reflects the execution of a prior agreement.

Future Outlook

The settlement of the VPF will continue in approximately equal tranches until June 3, 2025, potentially impacting the ownership structure and share price of CELH.

Industry Context

Prepaid variable forward sales are often used by company insiders to monetize their holdings while retaining some potential upside. The impact on the stock depends on the size of the transaction relative to the company's market capitalization and trading volume.

Comparison to Industry Standards

• Variable prepaid forward sales are a relatively common financial instrument used by executives and major shareholders to diversify their holdings or manage tax liabilities.
• Similar transactions have been undertaken by insiders at companies like Tesla (Elon Musk) and Microsoft (Bill Gates) to monetize shares without directly selling them on the open market.
• The specific terms of the Celsius Holdings VPF, such as the floor and cap prices, will determine the ultimate number of shares transferred and the financial outcome for both the seller and the buyer, similar to how these terms impact outcomes in other comparable transactions.

Stakeholder Impact

• Shareholders may experience short-term price fluctuations due to the transfer of shares.
• The transaction could affect the overall supply and demand dynamics of CELH stock.
• The long-term impact depends on the market's perception of the transaction and the company's future performance.

Next Steps

• Continued monitoring of Form 4 filings related to the remaining tranches of the VPF settlement.
• Analysis of the impact of these transactions on the overall ownership structure of Celsius Holdings.
• Assessment of the potential effect on the stock price as the remaining tranches are settled.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, Beneficial Ownership, Prepaid Variable Forward Sale, Director, William H. Milmoe, CD Financial LLC, Carl DeSantis Revocable Trust, Settlement Price, Floor Price, Cap Price