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

William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc., settled three tranches of a pre-existing variable prepaid forward sale contract, resulting in the disposition of 900,000 shares of common stock and a reduction in his indirect beneficial ownership.

Summary

• William H. Milmoe, a Director and 10% owner of Celsius Holdings, Inc. (CELH), reported changes in beneficial ownership.
• The changes relate to the settlement of a Variable Prepaid Forward Sale (VPF) transaction entered into on August 1, 2022, by GRAT 1, LLC, an entity in which the Reporting Person has shared voting and dispositive control.
• On July 10, 2025, July 11, 2025, and July 14, 2025, GRAT 1 settled three tranches of the VPF, electing full physical settlement.
• Each tranche involved the delivery of 300,000 shares of CELH common stock to an unaffiliated third-party buyer.
• A total of 900,000 shares were disposed of through these settlements (3 tranches * 300,000 shares/tranche).
• Following these transactions, the indirect beneficial ownership of CELH common stock held by GRAT 1, LLC, and controlled by the Reporting Person, decreased from an initial 6,000,000 shares to 5,400,000 shares.
• The settlement price for each tranche was greater than the Cap Price of $40.1588, resulting in a cash payment to GRAT 1 based on a formula involving the Cap Price and a Floor Price of $30.1191.
• GRAT 1 received $10.0397 per share for the 300,000 shares in each tranche, totaling approximately $3,011,910 per tranche, or $9,035,730 across all three tranches.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's an insider selling shares, it's a pre-arranged transaction (VPF) from 2022, not a new decision to sell. The fact that the settlement price was above the cap price indicates the stock performed well for the seller under the terms of the contract, which could be seen as a positive reflection on the stock's performance since the VPF was initiated.

Positives

• The settlement price for the Variable Prepaid Forward Sale (VPF) was greater than the Cap Price of $40.1588, indicating a favorable outcome for the seller (GRAT 1, LLC) in terms of the cash received per share under the contract terms.
• The VPF was a pre-arranged transaction (entered into on August 1, 2022), indicating a planned and orderly disposition of shares rather than an immediate reaction to market conditions.

Negatives

• The transactions resulted in a reduction of 900,000 shares in the indirect beneficial ownership of Celsius Holdings, Inc. common stock by a Director and 10% owner, which could be perceived as a decrease in insider alignment.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future operations or financial performance, as it is a report on past insider transactions.

Industry Context

This Form 4 filing reports an insider transaction, which is specific to Celsius Holdings, Inc. and its director's beneficial ownership. It does not provide information directly related to broader industry trends or competitive landscape, other than the implied market valuation of CELH shares at the time of the VPF settlement.

Stakeholder Impact

• Shareholders: A reduction in indirect insider ownership by a Director and 10% owner may be viewed differently by investors, though it stems from a pre-arranged contract. The cash received by GRAT 1, LLC, benefits the estate it represents.

Key Dates

Keywords

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