Celsius (CELH) CEO has 1,058 shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

Celsius Holdings, Inc. chief executive officer John Fieldly reported a routine tax-related share disposition. On May 17, 2026, 1,058 shares of common stock were withheld to satisfy tax obligations arising from the vesting of restricted stock units, rather than sold in the open market. After this withholding, Fieldly directly holds 929,065 shares of Celsius common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fieldly John

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.001 par value per share	1,058	$30.16	$32K

Holdings After Transaction: Common Stock, $0.001 par value per share — 929,065 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 1,058 shares Reference share price: $30.16 per share Shares held after transaction: 929,065 shares

3 metrics

Shares withheld for taxes 1,058 shares RSU tax-withholding disposition on common stock

Reference share price $30.16 per share Value used for RSU tax withholding

Shares held after transaction 929,065 shares Direct holdings of CEO John Fieldly following withholding

Key Terms

restricted stock units, tax withholding obligation, Common Stock, $0.001 par value per share, tax-withholding disposition

4 terms

restricted stock units financial

"withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligation financial

"withheld to satisfy the tax withholding obligation due upon vesting"

Common Stock, $0.001 par value per share financial

"Common Stock, $0.001 par value per share"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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^*

Fieldly John

(Last) (First) (Middle)

2381 NW EXECUTIVE CENTER DR.

(Street)

BOCA RATON FLORIDA 33431

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/17/2026		F		1,058(1)	D	$30.16	929,065	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.

Remarks:

	/s/ Richard Mattessich, Attorney-in-fact	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Celsius (CELH) report for CEO John Fieldly?

Celsius reported that CEO John Fieldly had 1,058 common shares withheld to cover taxes on vested restricted stock units. This was a tax-withholding disposition, not an open-market sale, and is a routine administrative event tied to equity compensation.

How many Celsius (CELH) shares were withheld for CEO tax obligations?

A total of 1,058 Celsius common shares were withheld to satisfy John Fieldly’s tax withholding obligation upon RSU vesting. The transaction used a reference price of $30.16 per share to determine the value of shares applied to the tax liability.

Did Celsius CEO John Fieldly sell shares in this Form 4 filing?

No open-market sale occurred; 1,058 shares were withheld by the company to cover tax obligations on vested restricted stock units. This type of Form 4 transaction is classified as a tax-withholding disposition rather than a discretionary stock sale.

What are John Fieldly’s Celsius (CELH) holdings after the tax withholding?

Following the tax-withholding transaction, John Fieldly directly holds 929,065 shares of Celsius common stock. This post-transaction figure reflects his ongoing equity position after accounting for the 1,058 shares withheld for RSU-related tax obligations.

What does a tax-withholding disposition mean for Celsius (CELH) investors?

A tax-withholding disposition means the issuer retains shares to pay the insider’s tax on equity awards. For Celsius, 1,058 shares tied to John Fieldly’s RSU vesting were used this way, representing a mechanical compensation-related adjustment rather than a market-driven buy or sell decision.