Celsius Holdings, Inc. — Director's Dealing 2023

Apr 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celsius Holdings, Inc. (CELH)
CIK: 0001341766
Period of Report: 2023-04-20

Reporting Person: DESANTIS CARL (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-20	Calls	$100	S	710000	Disposed		Common Stock (710000)	Indirect

Footnotes

F1: Carl DeSantis is a director and a sole voting member of the Carl Angus DeSantis Foundation, Inc. ("CAD Foundation"), which owns the shares subject to the call options.

F2: On April 20, 2023, CAD Foundation entered into a call option transaction with an unaffiliated third-party purchaser. Pursuant to the terms of the option transaction, CAD Foundation sold 710,000 call options referencing 710,000 shares of Celsius Holdings, Inc. ("Celsius") (with expiration and exercise occurring in ten approximately equal components from October 31, 2023 to November 13, 2023). In exchange, CAD Foundation will receive a cash payment of option premium of $8.8925 per option on April 24, 2023.

F3: CAD Foundation pledged 710,000 shares of Celsius common stock (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge.

F4: Calls represent the right of the option holder to buy, and the obligation of the option seller to sell, the shares subject to the options at the strike price.

F5: The call contract provides that the number of shares of Celsius common stock that CAD Foundation would be obligated to sell to the purchaser in respect of each maturity date would be determined as follows: (a) if the volume-weighted average price of Celsius common stock on the designated valuation date for the applicable component (each, a "Valuation Price") is less than or equal to the strike price of the options, the options will expire worthless and no shares will be sold; (b) if such Valuation Price is greater than the strike price, the relevant options will be automatically exercised, CAD Foundation will either (x) deliver to the buyer the number of shares subject to the applicable component in exchange for payment of a purchase price per share equal to the strike price or (y) pay in cash an amount per share equal to the excess of such Valuation Price over the strike price.