Celsius Holdings Insider Secures $3.8M Cash Now, Must Deliver Shares by 2027

Rhea-AI Filing Summary

Celsius Holdings (CELH) insider William H. Milmoe, a 10% owner, has entered into a significant prepaid variable forward sale contract on June 18, 2025. The transaction involves the following key details:

• Milmoe agreed to deliver up to 100,000 shares of CELH common stock to an unaffiliated third-party purchaser
• Received an upfront payment of $3,798,794.10 on June 23, 2025
• Contract matures on June 21, 2027
• Settlement terms include: - Floor Price: $39.2979 - Cap Price: $52.3972

The shares have been pledged as collateral, with Milmoe retaining voting and dividend rights during the contract term. The final number of shares to be delivered will be determined based on CELH's stock price at settlement, with various settlement options including cash or share-based alternatives.

Positive

• None.

Negative

• 10% owner William H. Milmoe entered into a forward sale contract for 100,000 shares worth approximately $3.8M, indicating potential bearish sentiment from a major shareholder
• The forward sale contract effectively locks in a maximum price of $52.40 per share, suggesting the major shareholder is limiting upside potential through June 2027

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Milmoe William H.

(Last) (First) (Middle)

190 S.E. 5TH AVENUE, SUITE 200

(Street)

DELRAY BEACH FL 33483

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward sale contract (obligation to sell)	(1)(2)(3)	06/18/2025		J/K		100,000		(1)(2)(3)	(1)(2)(3)	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. On June 16, 2025, the Reporting Person entered a prepaid variable forward sale contract with an unaffiliated third-party purchaser. The contract obligates the Reporting Person to deliver to the purchaser up to 100,000 shares of Celsius Holdings, Inc. ("Celsius") common stock (or, at his election, an equivalent amount of cash based on the market price of Celsius common stock) at the maturity of the contract (occurring on June 21, 2027). In exchange for assuming this obligation, the Reporting Person received a cash payment of $3,798,794.10 on June 23, 2025.

2. The Reporting Person pledged 100,000 shares of Celsius common stock (the "Pledged Shares") to secure his obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provides that, under the default settlement method, the number of shares of Celsius common stock that he would be obligated to deliver to the purchaser in respect of each maturity date would be determined as follows: if the volume-weighted average price of Celsius common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is (a) less than or equal to $39.2979 (the "Floor Price"), the Reporting Person will deliver to the buyer all of the Pledged Shares for the applicable component;

3. (b) greater than the Floor Price but less than or equal to $52.3972 (the "Cap Price), the Reporting Person will deliver to the buyer the number of shares equal to 100% of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and; (c) greater than the Cap Price, the Reporting Person will deliver to the buyer the number of shares equal to 100% of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. Subject to certain conditions, the Reporting Person may also elect to (x) net-settle the contract with cash or shares or (y) fully settle the contract with 100% of the Pledged Shares in exchange for a variable cash payment determined based on the relevant Settlement Price.

	/s/ William H. Milmoe	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CELH director William H. Milmoe report on June 28, 2025?

William H. Milmoe, a 10% owner of CELH, entered into a prepaid variable forward sale contract on June 18, 2025, involving 100,000 shares of Celsius Holdings common stock. The contract obligates him to deliver these shares (or cash equivalent) to an unaffiliated third-party purchaser at contract maturity on June 21, 2027.

How much did CELH's William Milmoe receive for the forward sale contract?

Milmoe received a cash payment of $3,798,794.10 on June 23, 2025, in exchange for assuming the obligation to deliver up to 100,000 shares of Celsius Holdings stock at contract maturity.

What are the price terms of CELH's Milmoe forward sale contract?

The contract specifies a Floor Price of $39.2979 and a Cap Price of $52.3972. The number of shares to be delivered will vary based on CELH's volume-weighted average price on the designated valuation date relative to these price thresholds.

Does William Milmoe retain any rights to the pledged CELH shares during the contract period?

Yes, Milmoe retained both dividend and voting rights for the 100,000 pledged shares during the term of the pledge, despite entering into the forward sale contract.

When does CELH insider Milmoe's forward sale contract mature?

The forward sale contract matures on June 21, 2027, at which point Milmoe must deliver either the required number of shares or cash equivalent based on the settlement terms.