Form 4: Celsius Holdings Insider Settles Prepaid Forward Sale Transaction

William H. Milmoe, a director of Celsius Holdings, settled three tranches of a prepaid variable forward sale transaction through CD Financial LLC.

Summary

• William H. Milmoe, a director of Celsius Holdings, settled three tranches of a prepaid variable forward sale transaction (VPF) through CD Financial LLC.
• The VPF was initially entered into on July 5, 2022, with an unaffiliated third-party buyer.
• The settlements occurred on May 16, 2025, May 19, 2025, and May 20, 2025.
• Each tranche involved the delivery of 259,800 shares of Celsius common stock.
• The settlement price was greater than the cap price of $26.2379 on each of the settlement dates.
• The buyer paid CDF an amount in cash determined by a formula based on the share number and the difference between the settlement price and a floor price of $19.6784, capped at $6.5595.

Sentiment

Score: 5

Explanation: The document is a routine regulatory filing detailing an insider transaction. It doesn't inherently convey positive or negative sentiment about the company's prospects.

Industry Context

This filing reflects an insider's transaction related to a previously established financial instrument. It provides transparency into the trading activities of key personnel and their financial strategies related to the company's stock.

Comparison to Industry Standards

• Prepaid forward sale transactions are relatively common strategies employed by corporate insiders to monetize their holdings while potentially deferring capital gains taxes.
• The specific terms of the VPF, such as the floor and cap prices, would be negotiated based on market conditions and the insider's risk tolerance at the time the contract was established.
• Comparable transactions can be observed in filings from other publicly traded companies, particularly those with significant insider ownership.

Stakeholder Impact

• The settlement of the VPF may have a minor impact on the supply of Celsius shares in the market.
• The transaction provides transparency to shareholders regarding insider financial activities.

Key Dates

Keywords

Celsius Holdings, CELH, William H. Milmoe, CD Financial LLC, Prepaid Variable Forward Sale, VPF, Settlement, Insider Transaction, Form 4