Form 4: Director Sells CELH Shares via Prepaid Forward Contract

Celsius Holdings Director William H. Milmoe settled three tranches of a prepaid variable forward sale contract, disposing of 360,000 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of three tranches of a prepaid variable forward sale transaction.
• The transactions occurred on January 13, 14, and 15, 2026, involving the disposition of common stock.
• A total of 360,000 shares of common stock were delivered (120,000 shares per tranche) to an unaffiliated third-party buyer.
• The shares were sold at a price determined by a formula based on the volume-weighted average price (VWAP) on the maturity dates, which was between a Floor Price of $29.0933 and a Cap Price of $38.7911.
• The original Variable Prepaid Forward Sale Contract (VPF) was entered into on January 19, 2023.
• Following these transactions, Milmoe's indirect beneficial ownership decreased from 12,922,396 shares to 12,682,396 shares.
• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale.

Sentiment

Score: 5

Explanation: Neutral. This is a pre-arranged insider sale, which is a planned event and not necessarily indicative of new positive or negative company performance. It's a disposition of shares, which can be seen as slightly negative, but the 10b5-1 plan mitigates immediate concerns.

Positives

• The transactions were executed as part of a pre-arranged Rule 10b5-1 plan, indicating a planned disposition rather than an immediate reaction to company news.
• The settlement price range ($29.0933 to $38.7911) reflects a significant valuation for the shares at the time of the contract settlement.

Negatives

• A significant disposition of 360,000 shares by a director and 10% owner reduces insider ownership, which some investors may perceive as a negative signal.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The reduction in insider ownership, while pre-planned, might be viewed with slight caution by some investors, though the Rule 10b5-1 plan mitigates concerns about opportunistic selling.

Key Dates

Recommendation

This Form 4 reports a pre-scheduled disposition of shares by a director/10% owner through a Variable Prepaid Forward Sale Contract. Such transactions, especially when executed under a Rule 10b5-1 plan, are typically not indicative of new material information about the company's performance or outlook. While a reduction in insider ownership can sometimes be a minor concern, the planned nature of this sale suggests it's part of a long-term financial strategy rather than a reaction to recent events. Therefore, it does not provide a basis for changing an investment thesis, warranting a 'hold' recommendation.

Keywords

Celsius Holdings, CELH, Form 4, Insider Transaction, Stock Sale, Director, 10% Owner, Variable Prepaid Forward, Equity Disposition, Rule 10b5-1