Celsius Holdings (CELH) CLO reports 11,133-share RSU vesting

Rhea-AI Filing Summary

Celsius Holdings, Inc. reported an equity transaction by its Chief Legal Officer. On 12/09/2025, the officer acquired 11,133 shares of common stock at $0 upon vesting of performance-based restricted stock units granted under the company’s 2025 Omnibus Incentive Compensation Plan. On the same date, 4,381 shares were disposed of at $43.21 per share to cover tax withholding related to that vesting. After these transactions, the officer directly beneficially owned 38,856 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

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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^*

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)
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	43,237	D
Common Stock, $0.001 par value per share	12/09/2025		F		4,381(2)	D	$43.21	38,856	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	12/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider share transaction did Celsius Holdings (CELH) disclose for its Chief Legal Officer?

The Chief Legal Officer of Celsius Holdings, Inc. reported an equity transaction in which performance-based restricted stock units vested into 11,133 shares of common stock, with some shares withheld to cover taxes.

How many Celsius Holdings (CELH) shares vested for the Chief Legal Officer?

The officer earned 11,133 shares of Celsius Holdings common stock upon vesting of performance-based restricted stock units issued under the 2025 Omnibus Incentive Compensation Plan.

How many CELH shares were withheld to satisfy tax obligations?

A total of 4,381 shares of Celsius Holdings common stock were disposed of at $43.21 per share to satisfy the tax withholding obligation due upon the RSU vesting.

How many Celsius Holdings (CELH) shares does the Chief Legal Officer own after these transactions?

Following the reported transactions, the Chief Legal Officer directly beneficially owned 38,856 shares of Celsius Holdings common stock.

What type of equity award was involved in the Celsius Holdings (CELH) insider transaction?

The transaction involved performance-based restricted stock units that vested into shares of Celsius Holdings common stock under the company’s 2025 Omnibus Incentive Compensation Plan.

Was this Celsius Holdings (CELH) insider report filed by one person or a group?

The report indicates it was a Form filed by one reporting person, who serves as the company’s Chief Legal Officer.