[Form 4] Celsius Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jarrod Langhans, Chief Financial Officer of Celsius Holdings, Inc. (CELH), reported an insider sale. On 08/18/2025 he disposed of 5,000 shares of CELH common stock at $60.00 per share, leaving him with 104,227 shares beneficially owned after the transaction. The filing indicates the sale was effected under a Rule 10b5-1 trading plan that the reporting person adopted on September 13, 2024. The Form 4 was signed by an attorney-in-fact on 08/19/2025. No derivative transactions or additional material details are disclosed in this filing.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating a pre-arranged, compliant transaction
• Filing reports clear post-transaction ownership of 104,227 shares, providing transparency

Negative

• Insider disposed of 5,000 shares, reducing beneficial ownership
• Form 4 lacks context on proportion of total company ownership, limiting assessment of materiality

Insights

Financial Analyst

TL;DR: Routine insider sale under a pre-established trading plan; modest size relative to total holdings.

The reported sale of 5,000 shares at $60 reduces the CFO's direct stake to 104,227 shares. Because the sale was executed pursuant to a Rule 10b5-1 plan adopted in September 2024, this is a pre-arranged transaction designed to provide an affirmative defense to insider trading claims. The transaction itself does not disclose company performance metrics or indicate a change in corporate strategy, and the amount sold appears modest versus the remaining holdings reported.

Compliance/Risk Analyst

TL;DR: Compliance process followed; 10b5-1 disclosure reduces regulatory concern but warrants routine monitoring.

The filing explicitly states the sale was executed under a 10b5-1 trading plan, which, if properly adopted and documented, typically mitigates regulatory scrutiny. The Form 4 includes an attorney-in-fact signature, indicating proper filing formalities. No anomalous patterns or derivative activity are reported here, so immediate compliance risk appears low based on this single filing.

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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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(1)	08/18/2025		S		5,000	D	$60	104,227	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 13, 2024.

Remarks:

	/s/ Richard Mattessich, Attorney-in-fact	08/19/2025
	** 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 did CELH insider Jarrod Langhans report on Form 4?

The Form 4 reports that CFO Jarrod Langhans sold 5,000 shares of CELH common stock on 08/18/2025 at $60.00 per share.

Was the sale by the CELH CFO part of an approved trading plan?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2024.

How many CELH shares does Jarrod Langhans own after the transaction?

Following the reported sale, the filing shows 104,227 shares beneficially owned by the reporting person.

Who signed the Form 4 for the CELH reporting person?

The Form 4 is signed by Richard Mattessich, Attorney-in-fact on 08/19/2025.

Did the Form 4 report any derivative transactions for CELH?

No. The filing contains no reported derivative securities transactions; only a non-derivative sale of common stock is disclosed.