Celsius Holdings (CELH) CLO awarded RSUs, shares withheld for tax

Rhea-AI Filing Summary

Celsius Holdings, Inc. Chief Legal Officer Richard Stephen Mattessich reported two equity-related transactions involving common stock. On February 27, 2026, 3,416 shares were disposed of through a tax-withholding disposition at a price of $53.61 per share to cover taxes due upon the vesting of restricted stock units.

On the same date, he also acquired 8,813 restricted stock units as a grant at no cash cost. Each RSU represents the right to receive one share of common stock and vests in three equal annual installments beginning on the first anniversary of the grant date. Following these transactions, he directly held 44,253 shares of common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mattessich Richard Stephen

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.001 par value per share	3,416	$53.61	$183K
Grant/Award	Common Stock, $0.001 par value per share	8,813	$0.00	--

Holdings After Transaction: Common Stock, $0.001 par value per share — 35,440 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^*

Mattessich Richard Stephen

(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 Legal 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		3,416(1)	D	$53.61	35,440	D
Common Stock, $0.001 par value per share	02/27/2026		A		8,813(2)	A	$0	44,253	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	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 CELH Chief Legal Officer report on February 27, 2026?

The CELH Chief Legal Officer reported a tax-withholding disposition and an RSU grant. 3,416 shares were withheld to cover tax obligations, and 8,813 restricted stock units were granted, each representing one future share of common stock, vesting over three years.

Was the CELH insider transaction a buy or sell of common stock?

The CELH filing shows a mixed activity: a tax-withholding disposition and an RSU award. Shares were not sold on the open market; instead, 3,416 shares were withheld for taxes while 8,813 RSUs were granted as equity compensation.

How many Celsius Holdings shares does the reporting person hold after these transactions?

After the reported transactions, the CELH Chief Legal Officer directly holds 44,253 shares of common stock. This figure reflects both the tax-related share withholding and the new restricted stock unit grant reported in the Form 4 filing.

What are the terms of the CELH restricted stock units granted on February 27, 2026?

The CELH restricted stock units grant covers 8,813 RSUs, each equal to one common share. These RSUs vest in three equal annual installments, beginning on the first anniversary of the grant date, providing a multi-year equity incentive for the reporting person.

Why were 3,416 CELH shares disposed of in the Form 4 filing?

The 3,416 CELH shares were withheld to satisfy tax withholding obligations triggered by RSU vesting. This tax-withholding disposition, coded “F,” settles required taxes using shares rather than a separate cash payment by the reporting person.

Did the CELH insider pay cash for the 8,813 restricted stock units?

The 8,813 CELH restricted stock units were granted at a reported price of $0.00 per share. This indicates an equity compensation award, where the reporting person receives RSUs without an upfront cash payment, subject to the specified vesting schedule.