Form 4: Celsius Holdings Director Settles Forward Sale Contract, Disposing of 900,000 Shares

William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc., completed the settlement of a pre-arranged variable prepaid forward sale contract, resulting in the disposal of 900,000 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches of a variable prepaid forward sale transaction (VPF).
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• The settlements occurred on July 18, 2025, July 21, 2025, and July 22, 2025, with each tranche involving the physical delivery of 300,000 shares of CELH common stock.
• A total of 900,000 shares were disposed of through these settlements.
• The shares were effectively valued at the Cap Price of $40.1588 per share for the purpose of the contract's cash settlement.
• The Reporting Person's indirect beneficial ownership, held through GRAT 1, LLC, decreased from an initial 4,500,000 shares (before the first tranche) to 3,600,000 shares following these transactions.
• For each tranche, the Settlement Price was greater than the Cap Price of $40.1588, leading to GRAT 1 receiving cash equal to the Share Number multiplied by $10.0397 (the difference between the Cap Price and Floor Price of $30.1191).
• Total cash received by GRAT 1 for these three tranches amounted to $9,035,730 (900,000 shares * $10.0397/share).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it involves a significant insider share disposal, it was a pre-arranged transaction (Rule 10b5-1 plan), which reduces concerns about opportunistic selling. The fact that the settlement price was above the Cap Price also indicates a favorable outcome for the seller under the terms of the contract.

Positives

• The transaction was executed pursuant to a pre-arranged Rule 10b5-1 plan, indicating a planned and transparent disposal of shares rather than an opportunistic sale.
• The settlement price for the shares was above the Cap Price of $40.1588, indicating a favorable outcome for the seller under the terms of the forward contract.

Negatives

• A significant reduction in the indirect beneficial ownership of a Director and 10% Owner, with 900,000 shares of common stock being disposed of.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding Celsius Holdings, Inc.'s future performance or strategic direction.

Industry Context

This Form 4 filing reports an insider's pre-arranged stock sale, which is a routine disclosure for publicly traded companies. It does not provide information directly related to broader industry trends or competitive dynamics within the beverage or health drink sector.

Stakeholder Impact

• Shareholders: The disposal of 900,000 shares by a Director and 10% Owner reduces insider ownership, which could be perceived as a slight negative, though the pre-arranged nature mitigates concerns about lack of confidence in the company.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Stock Sale, Beneficial Ownership, Variable Prepaid Forward, Rule 10b5-1, Director, 10% Owner