Form 4: Director Settles Significant Forward Sale Contract

A director and 10% owner of Celsius Holdings, Inc. settled a pre-arranged variable prepaid forward sale contract, resulting in the disposition of 900,000 shares of common stock over three days in July 2025.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the settlement of a pre-arranged variable prepaid forward sale transaction.
• The transaction involved the disposition of 900,000 shares of CELH common stock over three tranches, with 300,000 shares delivered on July 15, 2025, July 16, 2025, and July 17, 2025.
• The shares were held indirectly through GRAT 1, LLC, where Mr. Milmoe has shared voting and dispositive control as a personal representative of the Estate of Carl DeSantis.
• This was a full physical settlement of a Variable Prepaid Forward (VPF) sale contract originally entered into on August 1, 2022, with an unaffiliated third-party buyer.
• The settlement price for each tranche was greater than the Cap Price of $40.1588, meaning GRAT 1 received a cash payment calculated as the product of 300,000 shares and $10.0397 (the difference between the Cap Price and the Floor Price of $30.1191).

Sentiment

Score: 5

Explanation: The transaction is a pre-arranged settlement of a forward contract, not a discretionary sale based on recent company performance. While it reduces insider ownership, it was planned well in advance.

Positives

• The transaction was pre-arranged (August 1, 2022), indicating a planned financial strategy rather than a reaction to recent events.
• The settlement price for each tranche exceeded the Cap Price, suggesting a favorable outcome for the seller (GRAT 1) based on the terms of the forward contract.

Negatives

• The disposition of 900,000 shares by a significant insider (10% owner and Director) represents a reduction in their beneficial ownership, which can sometimes be perceived negatively by the market as it reduces alignment with common shareholders.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategy.

Industry Context

This Form 4 filing details an insider's pre-arranged stock disposition and does not provide information relevant to broader industry trends or competitive landscape.

Related Party Transactions

• The transaction involves the disposition of shares held by GRAT 1, LLC, where the reporting person, William H. Milmoe, serves as one of two personal representatives of the Estate of Carl DeSantis, which holds 100% beneficial ownership in GRAT 1, LLC. This establishes a related party relationship for the transaction.

Stakeholder Impact

• Shareholders: The disposition of 900,000 shares by a significant insider could be perceived as a slight negative due to reduced insider alignment, though the pre-arranged nature mitigates this.

Key Dates

Keywords

Celsius Holdings, CELH, SEC Form 4, Insider transaction, Share disposition, Variable Prepaid Forward, VPF, Stock sale, Beneficial ownership, Director, 10% owner