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

Rhea-AI Filing Summary

Celsius Holdings (NASDAQ:CELH) CEO & Director John Fieldly filed a Form 4 disclosing the sale of 130,803 common shares on 06/24/2025 at a weighted-average price of $45.00–$45.01, generating about $5.9 million in gross proceeds. The transaction was executed under a Rule 10b5-1 trading plan adopted on 03/07/2025. Following the sale, Fieldly’s direct ownership falls to 1,038,577 shares, a reduction of roughly 11%.

No derivative securities were involved, and no purchases were reported. Investors often view sizeable C-suite sales as a potential sentiment signal, although the pre-arranged plan provides a compliance safeguard.

Positive

• None.

Negative

• CEO John Fieldly disposed of 130,803 shares (~11% of his holdings) for approximately $5.9 M under a Rule 10b5-1 plan, potentially signaling reduced insider confidence.

Insights

Insider Trading Analyst

TL;DR: CEO unloads 11% stake ($5.9 M); bearish sentiment cue

Fieldly’s 130 K-share sale exceeds materiality thresholds—>5 % of holdings and >$1 M value. While 10b5-1 plans reduce impropriety risk, such concentration within one session can weigh on near-term market perception, especially without offsetting insider buys. The move may reflect diversification, yet history shows clustered leadership selling often precedes volatility. Watch subsequent filings for pattern confirmation.

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^*

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)
06/24/2025

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)	06/24/2025		S		130,803	D	$45(2)	1,038,577	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 March 7, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $45.00 to $45.01, inclusive. The reporting person undertakes to provide Celsius Holdings, Inc. ("Celsius"), any security holder of Celsius, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Richard Mattessich, Attorney-in-fact	06/26/2025
	** 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

How many CELH shares did the CEO sell on June 24 2025?

John Fieldly sold 130,803 CELH common shares.

What price range did CELH shares sell for in this insider transaction?

Shares sold at a weighted-average price of $45.00–$45.01.

What is John Fieldly's remaining ownership in CELH after the sale?

He now directly holds 1,038,577 common shares.

Was the insider sale executed under a 10b5-1 trading plan?

Yes. The Form 4 states the sale was pursuant to a plan adopted on 03/07/2025.

What is the total dollar value of the CELH shares sold by the CEO?

At roughly $45 per share, the sale generated about $5.9 million.