Celsius Holdings (CELH) CEO awarded RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Celsius Holdings, Inc. director and Chief Executive Officer John Fieldly reported two equity transactions involving the company’s common stock. On February 27, 2026, 12,056 shares were disposed of as a tax-withholding disposition at a price of $53.61 per share to cover withholding due on vesting restricted stock units.

On the same date, he acquired 41,969 shares through a grant/award of restricted stock units, each representing one share of common stock at a stated price of $0.00 per share. These RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. Following these transactions, Fieldly held 930,123 shares directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fieldly John

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.001 par value per share	12,056	$53.61	$646K
Grant/Award	Common Stock, $0.001 par value per share	41,969	$0.00	--

Holdings After Transaction: Common Stock, $0.001 par value per share — 888,154 shares (Direct)

Footnotes (1)

1. This number represents shares of common stock par value $0.001 per share, of Celsius Holdings, Inc. withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units. Consists of restricted stock units ("RSUs"), with each RSU providing for the right to receive one share of common stock, par value $0.001 per share, of Celsius Holdings, Inc. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

Form 4 Insider Transactions: What Each Field Means →

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^*

Fieldly John

(Last) (First) (Middle)

2381 NW EXECUTIVE CENTER DR.

(Street)

BOCA RATON FL 33431

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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
Common Stock, $0.001 par value per share	02/27/2026		F		12,056(1)	D	$53.61	888,154	D
Common Stock, $0.001 par value per share	02/27/2026		A		41,969(2)	A	$0	930,123	D

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

Explanation of Responses:

1. This number represents shares of common stock par value $0.001 per share, of Celsius Holdings, Inc. withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.

2. Consists of restricted stock units ("RSUs"), with each RSU providing for the right to receive one share of common stock, par value $0.001 per share, of Celsius Holdings, Inc. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Richard Mattessich, Attorney-in-fact	03/03/2026
	** 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 transactions did Celsius (CELH) CEO John Fieldly report?

John Fieldly reported a tax-withholding disposition and an equity award. He disposed of 12,056 Celsius common shares for tax withholding and received 41,969 restricted stock units, each representing one share of common stock, under a grant or award arrangement.

How many Celsius (CELH) shares were withheld for John Fieldly’s taxes?

Celsius withheld 12,056 common shares from John Fieldly to satisfy tax obligations. The shares were valued at $53.61 per share and were related to the vesting of previously granted restricted stock units in his equity compensation package.

What equity award did the Celsius (CELH) CEO receive in this Form 4?

John Fieldly received a grant of 41,969 restricted stock units, each equal to one Celsius common share. The RSUs were recorded at $0.00 per share and will vest in three equal annual installments starting on the first anniversary of the grant date.

How do John Fieldly’s new RSUs at Celsius (CELH) vest over time?

The 41,969 restricted stock units awarded to John Fieldly vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, meaning one-third of the RSUs becomes deliverable each year over a three-year period.

How many Celsius (CELH) shares does John Fieldly hold after these transactions?

After the reported transactions, John Fieldly directly holds 930,123 shares of Celsius common stock. This figure reflects both the tax-withholding disposition of 12,056 shares and the grant of 41,969 restricted stock units described in the Form 4.

Was John Fieldly’s Celsius (CELH) tax-withholding transaction an open-market sale?

The disposition of 12,056 Celsius shares was coded as a tax-withholding transaction, not an open-market sale. Shares were withheld to cover tax obligations triggered by the vesting of restricted stock units previously granted to John Fieldly.