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

Rhea-AI Filing Summary

John Fieldly, who is both Chief Executive Officer and a director of Celsius Holdings, Inc. (CELH), reported a sale of 143,167 shares of the company's common stock on 08/07/2025 at a reported price of $51.18 per share. After the reported transaction, the filing shows he directly beneficially owned 895,410 shares.

The Form 4 indicates the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 7, 2025. The form was filed by one reporting person and signed by an attorney-in-fact on 08/08/2025.

Insights

Financial Analyst

TL;DR: CEO sale of 143,167 CELH shares under an established 10b5-1 plan; direct holdings now 895,410 shares.

The filing documents a routine insider sale by John Fieldly executed on 08/07/2025 and reported on Form 4. The transaction is coded as a sale and shows a per-share price of $51.18 with direct beneficial ownership of 895,410 shares following the sale. Because the sale was conducted pursuant to a Rule 10b5-1 plan adopted 03/07/2025, this indicates a pre-arranged disposition rather than an ad hoc trade. For investors, the entry is a clear disclosure of insider liquidity activity but not, by itself, evidence of a change in corporate strategy or performance.

Corporate Governance Expert

TL;DR: Use of a Rule 10b5-1 plan provides affirmative defense; filing appears complete and timely.

The Form 4 explicitly notes the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/07/2025, and the document is signed by an attorney-in-fact on 08/08/2025. That procedural detail is important for governance transparency because pre-established plans are designed to avoid perceptions of trading on nonpublic information. The report lists the reporting person as both CEO and director and indicates the form was filed by one reporting person, satisfying single-person reporting requirements.

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)
08/07/2025

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)	08/07/2025		S		143,167	D	$51.18	895,410	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.

Remarks:

	/s/ Richard Mattessich, Attorney-in-fact	08/08/2025
	** 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

What did John Fieldly (CELH) report on Form 4?

The Form 4 reports a sale of 143,167 shares of Celsius Holdings common stock on 08/07/2025 at a reported price of $51.18 per share.

Was the sale by John Fieldly part of a 10b5-1 plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 03/07/2025.

How many CELH shares does John Fieldly own after the transaction?

The Form 4 shows the reporting person directly beneficially owned 895,410 shares following the reported transaction.

When was the Form 4 signed and filed?

The document includes a signature by an attorney-in-fact dated 08/08/2025 and indicates the transaction date was 08/07/2025.

What roles does the reporting person hold at Celsius Holdings (CELH)?

The filing lists the reporting person as both a Director and an Officer with the title Chief Executive Officer.