Form 4: Celsius Holdings Director Settles Forward Sale Contract

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., reported the settlement of a prepaid variable forward sale contract, resulting in the disposition of 225,000 shares.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported transactions related to the settlement of a prepaid variable forward sale contract (VPF).
• The VPF was originally entered into on November 3, 2022, by GRAT 1, LLC, an entity beneficially owned by the Estate of Carl DeSantis, for which Milmoe is a personal representative.
• On November 26, 2025, GRAT 1 settled a tranche of the VPF, disposing of 112,500 shares of CELH common stock.
• On November 28, 2025, GRAT 1 settled another tranche of the VPF, disposing of an additional 112,500 shares of CELH common stock.
• The total number of shares disposed of through these settlements was 225,000.
• For both settlements, the volume-weighted average price (Settlement Price) of CELH common stock on the maturity dates (November 25 and 26, 2025) was greater than the Cap Price of $37.0234.
• As a result, GRAT 1 transferred the shares and received a cash payment of $9.2559 per share, totaling approximately $2,082,577.50 for the 225,000 shares.
• Following these transactions, the indirect beneficial ownership of CELH common stock by GRAT 1 decreased from an implied 787,500 shares to 562,500 shares.

Sentiment

Score: 5

Explanation: The filing reports a pre-arranged insider sale, which is a neutral event in itself. The fact that the stock's settlement price exceeded the contract's cap price is a positive indicator of the company's stock performance, but the insider received a capped amount, making the overall sentiment neutral from an investment perspective based solely on this filing.

Positives

• The Settlement Price of CELH common stock on the maturity dates was greater than the Cap Price of $37.0234, indicating strong stock performance relative to the VPF terms.
• The transaction was a pre-arranged settlement of a forward contract, suggesting planned financial management rather than a reactive sale.

Negatives

• A significant indirect shareholder (GRAT 1, associated with a 10% owner and director) reduced its beneficial ownership by 225,000 shares.
• The cash received by GRAT 1 was capped at $9.2559 per share, meaning they did not fully benefit from the stock's appreciation above the Cap Price.

Risks

• Reduction in insider ownership, even if pre-arranged, could be perceived negatively by some investors.

Future Outlook

This Form 4 filing reports past transactions and does not contain any forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future performance or strategic direction.

Industry Context

This filing is a standard insider transaction report (Form 4) and does not provide information directly related to broader industry trends or competitive landscape for Celsius Holdings, Inc. It reflects a pre-arranged financial transaction by a significant shareholder rather than a strategic corporate move.

Related Party Transactions

• The transactions involve GRAT 1, LLC, an entity beneficially owned by the Estate of Carl DeSantis, for which William H. Milmoe (the reporting person, a Director and 10% owner) is a personal representative. The VPF was entered into with an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders: The indirect beneficial ownership of a significant shareholder (associated with a director and 10% owner) has decreased by 225,000 shares. This is a pre-planned disposition and does not necessarily imply a change in the insider's view of the company's prospects.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, insider trading, beneficial ownership, stock disposition, prepaid variable forward, William H. Milmoe, GRAT 1, Carl DeSantis Estate