Celsius (NASDAQ: CELH) CFO logs RSU grant and 5,601-share tax withholding

Rhea-AI Filing Summary

Celsius Holdings Chief Financial Officer Jarrod Langhans reported equity compensation and related tax withholding in company stock. He received a grant of 15,015 restricted stock units, each representing one share of common stock, vesting in three equal annual installments beginning on the first anniversary of the grant date.

To cover tax withholding obligations upon RSU vesting, 5,601 shares of common stock were withheld at a price of $53.61 per share. After these transactions, Langhans directly owned 111,399 shares of Celsius Holdings common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Langhans Jarrod

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.001 par value per share	5,601	$53.61	$300K
Grant/Award	Common Stock, $0.001 par value per share	15,015	$0.00	--

Holdings After Transaction: Common Stock, $0.001 par value per share — 96,384 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^*

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)
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		5,601(1)	D	$53.61	96,384	D
Common Stock, $0.001 par value per share	02/27/2026		A		15,015(2)	A	$0	111,399	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, 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.
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 CFO Jarrod Langhans report?

Celsius CFO Jarrod Langhans reported a grant of 15,015 restricted stock units and the withholding of 5,601 shares to cover tax obligations. Both transactions involved Celsius common stock, reflecting routine equity compensation and related tax settlement activity.

How many Celsius (CELH) shares were granted to the CFO in this Form 4?

The CFO received 15,015 restricted stock units, each equivalent to one share of Celsius common stock. These units represent an equity award that vests over time, rather than an immediate cash transaction or open-market stock purchase or sale.

How do the new RSUs for CELH’s CFO vest over time?

The 15,015 restricted stock units vest in three equal annual installments, starting on the first anniversary of the grant date. This structure ties the award to continued service, with one-third of the units becoming deliverable each year over three years.

Why were 5,601 Celsius (CELH) shares withheld in this filing?

The 5,601 shares were withheld to satisfy tax withholding obligations triggered by the vesting of restricted stock units. Instead of paying cash for taxes, a portion of the vested shares was retained, a common practice for equity compensation settlements.

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

Following the reported RSU grant and tax share withholding, Jarrod Langhans directly owned 111,399 shares of Celsius common stock. This figure reflects his updated direct ownership position immediately after the Form 4 transactions on the reported date.

Did the CELH CFO buy or sell shares on the open market?

The filing does not show open-market buys or sells. It reports a grant of restricted stock units and a share withholding to cover taxes upon vesting, both typical components of stock-based executive compensation programs rather than discretionary trading activity.