Form 4: Celsius Holdings Insider William Milmoe Settles Variable Prepaid Forward Sale Transaction

William Milmoe, a director of Celsius Holdings, settled the fourth tranche of a prepaid variable forward sale transaction, resulting in the transfer of a portion of pledged shares.

Summary

• On May 12, 2025, William Milmoe, a director of Celsius Holdings, filed a Form 4 detailing changes in beneficial ownership.
• The filing pertains to the settlement of the fourth tranche of a prepaid variable forward sale transaction (VPF) that CD Financial LLC (CDF), where Milmoe is the manager, entered into on July 5, 2022.
• The VPF involved an obligation to sell shares of Celsius Holdings (CELH) common stock to an unaffiliated third-party buyer.
• The fourth tranche required CDF to deliver up to 259,800 shares, with the exact number determined by a formula based on the volume-weighted average price of CELH common stock on the maturity date.
• Since the settlement price on May 9, 2025, was greater than the cap price of $26.2379, CDF transferred a portion of the pledged shares according to the agreed-upon formula.
• Following the reported transaction, Milmoe directly owns 213,335 shares and indirectly owns 22,474,531 shares through CDF and the Carl DeSantis Revocable Trust.

Sentiment

Score: 6

Explanation: The document is neutral in tone, simply reporting a transaction related to a pre-existing agreement. It doesn't inherently suggest positive or negative implications for the company's future performance.

Industry Context

Variable prepaid forward sales are often used by insiders to monetize a portion of their holdings while retaining some potential upside and avoiding immediate market impact.

Comparison to Industry Standards

• Prepaid forward sales are a relatively common tool used by corporate insiders and large shareholders to manage their equity positions.
• Similar transactions have been undertaken by insiders at companies like Tesla and Amazon, often involving complex formulas to determine the number of shares delivered at settlement.
• The specific terms, such as the floor price and cap price, are negotiated between the seller and the buyer and reflect the perceived risk and potential upside of the underlying stock.

Stakeholder Impact

• The settlement of the VPF tranche could have a minor impact on the float of CELH shares, but the overall impact is likely to be limited given the relatively small number of shares involved compared to the total outstanding shares.

Key Dates

Keywords

Celsius Holdings, CELH, William Milmoe, Form 4, Beneficial Ownership, Prepaid Variable Forward Sale, CD Financial LLC, Carl DeSantis Revocable Trust, Share Settlement