Form 4: Celsius Holdings Director Settles Prepaid Variable Forward Sale Transaction

William H. Milmoe, a director at Celsius Holdings, settled three tranches of a prepaid variable forward sale transaction, resulting in the transfer of shares and receipt of cash.

Summary

• William H. Milmoe, a director of Celsius Holdings, Inc., settled three tranches of a prepaid variable forward sale transaction (VPF) between May 13 and May 15, 2025.
• The VPF was initially entered into on July 5, 2022, with an unaffiliated third-party buyer.
• CDF, managed by Milmoe, elected full physical settlement for these tranches.
• Each tranche involved CDF delivering 259,800 shares of CELH common stock to the buyer.
• The buyer paid CDF an amount in cash based on the volume-weighted average price of CELH common stock on the maturity date, subject to a floor price of $19.6784 and a cap price of $26.2379.
• Since the settlement price was greater than the cap price on each of the settlement dates, the cash payment was calculated using a fixed amount of $6.5595 per share.

Sentiment

Score: 5

Explanation: The document describes a routine transaction. It is neither particularly positive nor negative.

Industry Context

Directors and officers often use instruments like prepaid variable forward sales to manage their personal holdings and diversify their investments while maintaining some exposure to the company's stock. The settlement of these transactions is a routine part of corporate finance.

Key Dates

Keywords

Celsius Holdings, CELH, William H. Milmoe, Prepaid Variable Forward Sale, VPF, Settlement, Director, SEC Form 4