[144] Celsius Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Celsius Holdings (CELH) filed a Form 144 notice covering the proposed sale of 7,900,000 common shares, equal to roughly 3.1 % of the 257.7 million shares outstanding. Based on the filing’s reference price, the block is valued at $404.3 million. Sales are expected to begin on or about 7 Aug 2025 through Citigroup Global Markets on Nasdaq.

The stock originated from two prior conversions: (1) 3.0 million shares issued on 12 Dec 2018 when a convertible note was exchanged, fully paid 19 Sep 2019, and (2) 2.103 million shares issued on 16 Apr 2015 from Series A preferred conversion. In the past three months the filing party, identified as CD Financial LLC, already sold 1.692 million shares for $77.8 million in gross proceeds.

Form 144 is only a notice and does not obligate execution, yet a sale of this magnitude by an early investor could create short-term supply pressure and be interpreted as profit-taking. No operational or earnings data accompanied the filing.

Positive

• Increased float could improve liquidity and index eligibility over time

Negative

• Proposed sale of 7.9 million shares (≈3.1 % outstanding) may create near-term price pressure
• Recent 1.69 million-share divestiture suggests continued insider selling momentum

Insights

Equity Market Analyst

TL;DR: 3 % stake on the block; potential overhang, modest float benefit.

The proposed $404 million disposition represents a meaningful 3.1 % of CELH’s float. Historical trading volume averages roughly 3–4 million shares daily, so placement may require multiple sessions or block facilitation, pressuring price in the near term. Insider monetisation after previous $77 million sales signals reduced commitment from an early backer but is not necessarily a judgment on fundamentals. Long-only investors may view the larger free float as positive for index eligibility and liquidity. Overall market impact skews negative because supply effect is immediate while long-term benefits are incremental.

Portfolio Risk Manager

TL;DR: Sizeable insider sale elevates short-term volatility risk.

A 7.9 million-share overhang could widen bid-ask spreads and invite event-driven traders. Given CELH’s growth profile, momentum names often react sharply to insider activity; hedging costs may rise. Absence of adverse operational news limits fundamental downside, but I would classify the filing as impactful because it alters supply–demand dynamics.

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 Stock1	Citigroup Global Markets Inc. 388 Greenwich St. New York NY 10013	7900000	404322000.00	257741256	08/07/2025	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 Stock	12/14/2018	Upon conversion of a convertible loan to Issuer	Issuer			3000000	09/19/2019	Conversion of note
Common Stock	04/16/2015	Upon conversion of Preferred A Stock of Issuer	Issuer			2103445	04/16/2015	Conversion of Preferred A Stock

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
CD Financial LLC 109 S.E. 5th Avenue Suite 200 Delray Beach FL 33483	Celsius Holding Inc. Common Stock	06/30/2025	1692142	77838532.00

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

How many Celsius (CELH) shares are being registered for sale?

7,900,000 common shares, valued at about $404.3 million.

What percentage of CELH’s outstanding shares does the Form 144 cover?

Approximately 3.1 % of the 257.7 million shares outstanding.

Who is the broker handling the sale?

The shares will be sold through Citigroup Global Markets Inc. on Nasdaq.

When can the sales begin?

The approximate start date disclosed is 7 Aug 2025.

Has the filer sold shares recently?

Yes, 1,692,142 shares were sold on 30 Jun 2025 for $77.8 million.

How were the shares originally acquired?

Via conversion of a convertible note (3 million shares) and Series A preferred stock (2.103 million shares).