[144] Celsius Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Celsius Holdings (CELH) filed a Form 144 indicating a proposed sale of 7,500 common shares through Fidelity Brokerage Services with an aggregate market value of $456,981.72. The filing shows the shares equal the sum of restricted stock vesting awards received as compensation on 01/08/2024 (698 shares), 01/01/2025 (2,305 shares), 03/01/2025 (1,377 shares) and 05/05/2025 (3,120 shares), totaling 7,500 shares. The filer reports no securities sold in the past three months. The proposed approximate sale date is 09/03/2025, and the filing includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.

Positive

• Complete disclosure of acquisition dates and amounts for all 7,500 vested shares
• No reported sales in the past three months, reducing concerns about prior insider offloading
• Proposed sale size is small relative to outstanding shares (7,500 vs 257,946,135)

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer/insider plans to sell vested restricted shares totaling 7,500 shares valued at ~$457k; no recent sales reported.

The Form 144 documents a routine notice of proposed sale rather than a completed transaction. The shares originated from restricted stock vesting events labeled as compensation across four dates in 2024–2025, which suggests these are non-purchase transfers to the seller rather than open-market purchases. The size of the proposed sale (7,500 shares) represents a de minimis fraction of the 257,946,135 shares outstanding reported in the filing, implying limited market impact. The absence of any reported sales in the prior three months reduces immediate liquidity concerns tied to prior disposals.

Corporate Governance Expert

TL;DR: This is a standard insider compliance filing for vested compensation; it raises routine governance transparency but no material governance issues.

The filing fulfills disclosure obligations under Rule 144 by notifying the market of intended sales by a person who received shares via restricted stock vesting. It includes the statutory representation that the seller is not aware of undisclosed material adverse information. No signatures, plan adoption dates, or additional trading-plan details are provided in the text supplied, so governance assessment is limited to the disclosure itself. The filing does not indicate any accelerated or unusual disposal pattern.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	7500	456981.72	257946135	09/03/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	01/08/2024	Restricted Stock Vesting	Issuer			698	01/08/2024	Compensation
Common	01/01/2025	Restricted Stock Vesting	Issuer			2305	01/01/2025	Compensation
Common	05/05/2025	Restricted Stock Vesting	Issuer			3120	05/05/2025	Compensation
Common	03/01/2025	Restricted Stock Vesting	Issuer			1377	03/01/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Celsius (CELH) report on Form 144?

The filer reports a proposed sale of 7,500 common shares through Fidelity with an aggregate market value of $456,981.72 and an approximate sale date of 09/03/2025.

How were the 7,500 CELH shares acquired?

All 7,500 shares were acquired as restricted stock vesting events dated 01/08/2024 (698), 01/01/2025 (2,305), 03/01/2025 (1,377) and 05/05/2025 (3,120); payment nature: compensation.

Has the filer sold CELH shares in the past three months?

No. The filing states Nothing to Report for securities sold during the past three months.

Through which broker will the CELH shares be sold?

The proposed sale is through Fidelity Brokerage Services LLC, address listed as 900 Salem Street, Smithfield, RI.

Does the filing indicate undisclosed material information about Celsius?

The filer represents by signature that they do not know of any material adverse information regarding the issuer that has not been publicly disclosed.