Form 4: Celsius Holdings Director Settles Large Forward Sale Contract, Reducing Indirect Stake by 900,000 Shares

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., has reported the settlement of three tranches of a pre-arranged variable prepaid 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 changes in his indirect beneficial ownership.
• The changes stem from the settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) that GRAT 1, LLC, in which Mr. Milmoe has shared beneficial ownership, entered into on August 1, 2022.
• The VPF tranches matured on June 16, 2025, June 17, 2025, and June 18, 2025, with full physical settlement occurring on June 17, 2025, June 18, 2025, and June 20, 2025, respectively.
• For each of the three tranches, GRAT 1 delivered 300,000 shares of CELH common stock to an unaffiliated third-party buyer, totaling 900,000 shares disposed.
• The settlement price for each tranche was greater than the Cap Price of $40.1588, leading to a cash payment to GRAT 1 based on a formula involving the Cap Price and a Floor Price of $30.1191.
• Following these transactions, Mr. Milmoe's indirect beneficial ownership through GRAT 1, LLC decreased from 10,800,000 shares to 9,900,000 shares.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the disposition of a large block of shares by an insider, even though it was a pre-arranged contract settlement. While not a discretionary sale, it still represents a reduction in insider ownership.

Positives

• The settlement of the Variable Prepaid Forward Sale Contract (VPF) occurred as planned, indicating the execution of a pre-arranged financial instrument.
• The settlement price for each tranche was above the Cap Price of $40.1588, meaning GRAT 1 received the maximum cash payout per share as per the contract terms.

Negatives

• A significant number of shares (900,000) were disposed of by a Director and 10% owner, which could be perceived negatively by some investors, despite being a pre-arranged transaction.

Risks

• The disposition of a large block of shares by an insider, even through a pre-arranged contract, could lead to negative market sentiment or speculation regarding the insider's view on the company's future prospects.
• The reduction in the beneficial ownership stake of a significant shareholder could potentially reduce their alignment with minority shareholders over the long term, though this is a specific transaction type.

Future Outlook

This Form 4 filing reports past transactions and does not contain forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Industry Context

This filing is specific to an insider's ownership changes and does not provide broader industry context or trends. It reflects a pre-arranged financial transaction by a significant shareholder rather than a strategic corporate move.

Stakeholder Impact

• Shareholders: The disposition of 900,000 shares by a Director and 10% owner could be interpreted by shareholders as a reduction in insider confidence, potentially influencing stock price perception.
• Investment Professionals: Analysts will note the reduction in beneficial ownership by a significant insider, though the pre-arranged nature of the transaction (VPF settlement) mitigates some of the negative implications of a discretionary open-market sale.

Key Dates

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Beneficial Ownership, Stock Sale, Variable Prepaid Forward Contract, Equity Disposition, Director, 10% Owner