Celsius (CELH) CFO has shares withheld to cover RSU tax obligation

Rhea-AI Filing Summary

Celsius Holdings, Inc. Chief Financial Officer Jarrod Langhans reported a routine tax-related share disposition. On the vesting of restricted stock units, 4,391 shares of common stock were withheld at $35.25 per share to cover tax obligations. After this non‑market transaction, Langhans directly holds 107,008 shares of Celsius common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Langhans Jarrod

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.001 par value per share	4,391	$35.25	$155K

Holdings After Transaction: Common Stock, $0.001 par value per share — 107,008 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 4,391 shares Withholding reference price: $35.25 per share Shares held after transaction: 107,008 shares +1 more

4 metrics

Shares withheld for taxes 4,391 shares Withheld to satisfy tax withholding on RSU vesting

Withholding reference price $35.25 per share Price used for tax-withholding disposition

Shares held after transaction 107,008 shares Direct holdings of CFO Jarrod Langhans following Form 4 event

Tax-withholding shares 4,391 shares Reported as transaction code F, non-derivative common stock

Key Terms

restricted stock units, tax withholding obligation, non-derivative, Form 4

4 terms

restricted stock units financial

"due upon vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligation financial

"withheld to satisfy the tax withholding obligation due upon vesting"

non-derivative financial

"transaction_type": "non-derivative""

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

Langhans Jarrod

(Last) (First) (Middle)

2381 NW EXECUTIVE CENTER DR.

(Street)

BOCA RATON FLORIDA 33431

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2026

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

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

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

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	04/18/2026		F		4,391(1)	D	$35.25	107,008	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.

Remarks:

	/s/ Richard Mattessich, Attorney-in-fact	04/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Celsius (CELH) CFO Jarrod Langhans report in this Form 4?

Celsius CFO Jarrod Langhans reported a tax-related share disposition. The company withheld 4,391 shares of common stock to satisfy taxes due on vested restricted stock units, leaving him with 107,008 directly held shares after the transaction.

Was the Celsius (CELH) CFO’s Form 4 transaction an open-market stock sale?

No, the transaction was not an open-market sale. Shares were withheld by the company to satisfy tax withholding obligations on vested restricted stock units, a common administrative process rather than a discretionary decision to sell shares in the market.

How many Celsius (CELH) shares were withheld for taxes from the CFO’s RSU vesting?

A total of 4,391 shares of Celsius common stock were withheld. These shares covered the tax liability associated with the vesting of restricted stock units granted to CFO Jarrod Langhans as part of his equity compensation.

How many Celsius (CELH) shares does the CFO hold after this Form 4 event?

After the tax-withholding transaction, CFO Jarrod Langhans directly holds 107,008 shares of Celsius common stock. This figure reflects his post-transaction position following the company’s withholding of 4,391 shares to cover RSU-related tax obligations.

What does transaction code "F" mean in the Celsius (CELH) CFO Form 4?

Transaction code "F" indicates shares were disposed to pay taxes or an exercise price. In this case, Celsius withheld 4,391 shares from CFO Jarrod Langhans to satisfy tax obligations on vested restricted stock units, rather than him selling shares in the market.