Form 4: Celsius Holdings Director Settles Forward Sale Contract, Reducing Indirect Stake

William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc., settled tranches of a prepaid variable forward sale contract, resulting in the disposition 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 Contract (VPF).
• The VPF was originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• On July 28, 2025, July 29, 2025, and July 30, 2025, GRAT 1, LLC, an entity in which the reporting person has shared voting and dispositive control, settled these tranches via full physical settlement.
• For each of the three tranches, GRAT 1 delivered 300,000 shares of CELH common stock, totaling 900,000 shares disposed.
• The settlement price for each tranche was greater than the contract's Cap Price of $40.1588.
• As a result, GRAT 1 received a cash payment of $10.0397 per share (the difference between the Cap Price and the Floor Price of $30.1191) for each of the 300,000 shares per tranche.
• Following these transactions, William H. Milmoe's indirect beneficial ownership through GRAT 1, LLC, stands at 1,800,000 shares of CELH common stock.

Sentiment

Score: 6

Explanation: The filing reports a pre-arranged insider disposition of shares, which is a neutral event in terms of company operations but can be perceived as slightly negative due to a reduction in insider ownership. However, the transaction was part of a planned contract settlement, not an open-market sale based on new information.

Positives

• The settlement price for the Variable Prepaid Forward Sale Contract tranches exceeded the Cap Price of $40.1588, indicating a favorable outcome for the seller (GRAT 1) under the terms of the contract.

Negatives

• The disposition of 900,000 shares by a Director and 10% Owner represents a significant reduction in indirect insider ownership, which can sometimes be perceived negatively by the market.

Risks

• A reduction in insider ownership, even if pre-arranged, could be interpreted by some investors as a decrease in management's direct financial alignment with shareholder interests, potentially impacting investor sentiment.

Future Outlook

The filing is a report of past insider transactions and does not contain any forward-looking statements or guidance from Celsius Holdings, Inc. regarding its 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 where Celsius Holdings operates.

Stakeholder Impact

• Shareholders will observe a reduction in the indirect beneficial ownership of a key insider (Director and 10% Owner), which may influence perceptions of management alignment.

Key Dates

Recommendation

The filing details a pre-arranged settlement of a variable prepaid forward contract by a director and 10% owner, resulting in a significant disposition of shares. While this reduces insider ownership, it was a planned transaction and not an open-market sale based on new information. Therefore, it does not fundamentally alter the investment thesis for Celsius Holdings, warranting a 'hold' recommendation.

Keywords

Celsius Holdings, CELH, Form 4, insider transaction, beneficial ownership, stock disposition, variable prepaid forward, VPF, director, 10% owner