Celsius Holdings (CELH) officer reports RSU vesting and tax withholding

Rhea-AI Filing Summary

Celsius Holdings, Inc. reported an insider equity award for its Chief Commercial Officer. On 12/09/2025, the officer acquired 11,133 shares of common stock at a price of $0 from the vesting of performance-based restricted stock units issued under the company’s 2025 Omnibus Incentive Compensation Plan.

On the same date, 4,381 shares were withheld to satisfy tax withholding obligations tied to this vesting, at a price of $43.21 per share. After these transactions, the officer directly beneficially owns 86,954 shares of Celsius Holdings common stock.

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^*

Guilfoyle Tony

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		A		11,133(1)	A	$0	91,335	D
Common Stock, $0.001 par value per share	12/09/2025		F		4,381(2)	D	$43.21	86,954	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. Represents shares earned upon vesting of performance-based restricted stock units issued pursuant to the Celsius Holdings, Inc. 2025 Omnibus Incentive Compensation Plan.

2. Represents shares withheld to satisfy the tax withholding obligation due upon vesting of performance-based restricted stock units.

Remarks:

	/s/ Richard Mattessich, Attorney-in-fact	12/11/2025
	** 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 insider transaction at Celsius Holdings (CELH) is being reported?

The filing reports an equity transaction by Celsius Holdings’ Chief Commercial Officer, involving the vesting of performance-based restricted stock units and related tax share withholding on 12/09/2025.

How many Celsius Holdings (CELH) shares did the officer receive from RSU vesting?

The officer acquired 11,133 shares of Celsius Holdings common stock at a price of $0 per share upon vesting of performance-based restricted stock units under the 2025 Omnibus Incentive Compensation Plan.

Why were 4,381 Celsius Holdings (CELH) shares disposed of in this report?

The 4,381 shares reported as disposed of were withheld to satisfy tax withholding obligations arising from the vesting of the performance-based restricted stock units.

What price was used for the tax withholding shares at Celsius Holdings (CELH)?

The shares withheld for taxes were valued at a price of $43.21 per share for the purpose of satisfying the tax withholding obligation.

How many Celsius Holdings (CELH) shares does the officer own after these transactions?

After the reported acquisition and tax withholding, the Chief Commercial Officer directly beneficially owns 86,954 shares of Celsius Holdings common stock.

Were the newly acquired Celsius Holdings (CELH) shares purchased with cash?

No. The 11,133 shares were acquired at a price of $0 per share, reflecting shares earned upon the vesting of performance-based restricted stock units rather than a cash purchase on the open market.