Form 4: Celsius Holdings Director Settles Pre-Arranged Share Forward Contracts, Reducing Indirect Ownership

William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc., 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 and a cash payment to the beneficial owner.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported changes in beneficial ownership.
• The transactions involved the settlement of three tranches of a variable prepaid forward sale contract (VPF) entered into on August 1, 2022, with an unaffiliated third-party buyer.
• On July 1, 2025, July 2, 2025, and July 3, 2025, GRAT 1, LLC, an entity in which the Reporting Person has shared voting and dispositive control, elected full physical settlement for each tranche.
• For each of the three tranches, GRAT 1 delivered 300,000 shares of CELH common stock to the buyer, totaling 900,000 shares over the three days.
• The buyer paid GRAT 1 an amount in cash for each tranche, calculated based on the Settlement Price relative to a Floor Price of $30.1191 and a Cap Price of $40.1588.
• Since the Settlement Price on June 30, 2025, July 1, 2025, and July 2, 2025, was greater than the Cap Price of $40.1588, GRAT 1 received a cash payment of $10.0397 per share for each of the 300,000 shares per tranche.
• This resulted in a cash payment of approximately $3,011,910 per tranche to GRAT 1, totaling approximately $9,035,730 for the three tranches.
• Following these transactions, the indirect beneficial ownership of common stock held by GRAT 1, LLC, decreased from 7,800,000 shares to 7,500,000 shares, then to 7,200,000 shares.
• The Reporting Person's direct beneficial ownership remained at 0 shares throughout these transactions.

Sentiment

Score: 5

Explanation: Neutral. The filing reports the settlement of a pre-arranged variable prepaid forward sale contract, which is a scheduled event and not a discretionary sale based on new information. While it reduces insider ownership, it does not inherently signal a negative outlook on the company's future.

Negatives

• The transactions represent a reduction in the indirect beneficial ownership of Celsius Holdings common stock by a Director and 10% Owner, which could be perceived as a decrease in insider alignment, although it was part of a pre-arranged contract.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing reports a specific insider transaction related to a pre-existing financial contract, rather than reflecting broader industry trends or competitive dynamics. Such transactions are common mechanisms for large shareholders to manage their equity positions.

Related Party Transactions

• The transactions involve GRAT 1, LLC, which is beneficially owned by the Estate of Carl DeSantis. The Reporting Person, William H. Milmoe, is one of two personal representatives of this Estate, giving him shared voting and dispositive control over the shares held by GRAT 1, LLC. This constitutes a related party transaction as the Reporting Person has indirect control over the entity disposing of the shares.

Stakeholder Impact

• Shareholders: The reduction in indirect beneficial ownership by a Director and 10% Owner might be noted by shareholders, though its impact is mitigated by the pre-arranged nature of the transaction.

Key Dates

Keywords

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