Welcome to our dedicated page for Celsius Hldgs SEC filings (Ticker: CELH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Form 4 snapshot: On 9 July 2025, William H. Milmoe – co-personal representative of the Estate of Carl DeSantis and a 10 % owner of Celsius Holdings (CELH) – reported the physical settlement of three tranches of a variable prepaid forward (VPF) originally executed on 1 Aug 2022.
- Settlement dates: 7 Jul, 8 Jul and 9 Jul 2025.
- Shares delivered: 300,000 CELH shares per tranche, totalling 900,000 shares.
- Settlement mechanics: Because the stock’s settlement price exceeded the $40.1588 cap, GRAT 1, LLC (the estate’s entity) delivered the shares and received cash equal to 300,000 × $10.0397 for each tranche (≈ $3.0 m per tranche).
- Post-transaction holdings: Indirect beneficial ownership declined from roughly 7.2 m to 6.3 m shares, but the estate still exceeds the 10 % threshold.
- Transaction code J/K: Indicates derivative-linked, non-open-market settlement under a pre-existing contract rather than discretionary insider selling.
Investor take-away: The filing documents a planned delivery of shares tied to a 2022 derivative agreement; it does not signal a change in management sentiment. While the 900 k-share reduction equates to only ~0.4 % of CELH’s basic shares outstanding, continued VPF maturities could add incremental supply. The estate remains a significant long-term holder, mitigating concerns about a full exit.
Celsius Holdings (NASDAQ:CELH) CEO & Director John Fieldly filed a Form 4 disclosing the sale of 130,803 common shares on 06/24/2025 at a weighted-average price of $45.00–$45.01, generating about $5.9 million in gross proceeds. The transaction was executed under a Rule 10b5-1 trading plan adopted on 03/07/2025. Following the sale, Fieldly’s direct ownership falls to 1,038,577 shares, a reduction of roughly 11%.
No derivative securities were involved, and no purchases were reported. Investors often view sizeable C-suite sales as a potential sentiment signal, although the pre-arranged plan provides a compliance safeguard.
William H. Milmoe, a 10% owner of Celsius Holdings (CELH), reported the settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) originally entered on August 1, 2022. The transactions occurred between June 23-25, 2025.
Key transaction details:
- Disposed of 900,000 total shares (300,000 shares per day) at $40.1588 per share
- Transactions executed through GRAT 1, LLC, where Milmoe serves as one of two personal representatives of the Estate of Carl DeSantis
- Each tranche involved full physical settlement with the unaffiliated third-party buyer
- Settlement terms were based on volume-weighted average price between Floor Price ($30.1191) and Cap Price ($40.1588)
Following these transactions, GRAT 1's beneficial ownership decreased from 9,900,000 to 9,000,000 shares. The settlement price exceeded the Cap Price on all three transaction dates, resulting in maximum payout under the VPF terms.
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