Celsius (CELH) director Damon DeSantis receives 2,611 RSU equity grant

Rhea-AI Filing Summary

DeSantis Damon reported acquisition or exercise transactions in this Form 4 filing.

Celsius Holdings director Damon DeSantis was granted 2,611 restricted stock units (RSUs). The award, made on February 27, 2026, carries a grant price of $0.00 per share, reflecting a stock-based compensation grant rather than an open-market purchase.

Each RSU represents the right to receive one share of Celsius common stock with a par value of $0.001 per share. The RSUs fully vest on the first anniversary of the grant date. Following this award, DeSantis directly owns 2,692,187 shares of Celsius 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

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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^*

DeSantis Damon

(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
	Officer (give title below)		Other (specify below)

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		A		2,611(1)	A	$0	2,692,187	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. 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 fully vest on the first anniversary of the grant date.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Richard Mattessich, Attorney-in-fact	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.
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FAQ

What insider transaction did Celsius (CELH) director Damon DeSantis report?

Damon DeSantis reported receiving a grant of 2,611 restricted stock units (RSUs) of Celsius common stock. This is a stock-based compensation award, not an open-market share purchase or sale, and increases his direct equity-based interest in the company.

When do Damon DeSantis’s newly granted Celsius (CELH) RSUs vest?

The 2,611 RSUs fully vest on the first anniversary of the grant date. That means DeSantis earns unrestricted shares after one year, assuming he satisfies any continuing service conditions typically associated with such director equity awards.

How many Celsius (CELH) shares does Damon DeSantis hold after this Form 4 transaction?

After the RSU grant, Damon DeSantis directly holds 2,692,187 shares of Celsius common stock. This total includes the effect of the new 2,611 restricted stock units reported in the Form 4 insider transaction filing.

What type of security did Damon DeSantis receive from Celsius (CELH) in this award?

He received restricted stock units (RSUs), each representing the right to receive one share of Celsius common stock with a par value of $0.001 per share. RSUs deliver shares on vesting rather than at the grant date.

Was cash paid for the Celsius (CELH) shares in Damon DeSantis’s Form 4 transaction?

No cash was paid for this award. The Form 4 lists a transaction price per share of $0.00, indicating the 2,611 RSUs were granted as equity compensation, not purchased in the open market.

Is Damon DeSantis a director or officer of Celsius (CELH) in this Form 4?

Damon DeSantis is identified as a director of Celsius Holdings, Inc. in the Form 4. He is not listed as an officer and is not identified as a ten-percent beneficial owner in the provided filing data.