Celsius (CELH) director reports 2,611-share RSU grant through family trust

Rhea-AI Filing Summary

Celsius Holdings, Inc. director Nicholas Castaldo reported an indirect acquisition of 2,611 restricted stock units, each convertible into one share of common stock, through the N.A. Castaldo Separate Property Trust. The RSUs were granted at no stated price and will fully vest on the first anniversary of the grant date, bringing the trust’s indirect holdings to 360,340 shares.

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^*

Castaldo Nicholas

(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	360,340	I	By the N.A. Castaldo Separate Property Trust(2)

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.

2. Securities are owned directly by the N.A. Castaldo Separate Property Trust 11/1/2012 Nicholas Castaldo, of which the reporting person is a trustee and beneficiary.

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 transaction did Celsius (CELH) report for Nicholas Castaldo?

Celsius reported that director Nicholas Castaldo indirectly acquired 2,611 restricted stock units. Each RSU represents the right to receive one share of common stock, held through the N.A. Castaldo Separate Property Trust, increasing the trust’s indirect position to 360,340 shares.

How many Celsius (CELH) shares are covered by the new RSU grant?

The new grant covers 2,611 restricted stock units, each tied to one Celsius common share. These RSUs add to existing indirect holdings, with the trust owning 360,340 shares following the transaction, as disclosed in the insider report.

When do Nicholas Castaldo’s new Celsius (CELH) RSUs vest?

The RSUs fully vest on the first anniversary of the grant date. Until vesting, they represent a right to receive shares rather than currently issued stock, aligning the director’s indirect interest with future company performance and service duration.

Who legally owns the Celsius (CELH) RSUs reported for Nicholas Castaldo?

The RSUs are owned directly by the N.A. Castaldo Separate Property Trust 11/1/2012. Nicholas Castaldo is a trustee and beneficiary of this trust, so the holdings are reported as indirect ownership in the Form 4 filing.

Was cash paid for the Celsius (CELH) RSUs granted to the Castaldo trust?

The reported transaction price per share is $0.0000, indicating a grant or award rather than a purchase. This aligns with the Form 4 description of the transaction as a grant or other acquisition of restricted stock units by the trust.