Celsius Holdings, Inc. — Director's Dealing 2025

Dec 24, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celsius Holdings, Inc. (CELH)
CIK: 0001341766
Period of Report: 2025-12-19

Reporting Person: DeSantis Dean (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-12-19	Common Stock	J	115374	$38.7911	Disposed	14602396	Indirect
2025-12-22	Common Stock	J	120000	$38.7911	Disposed	14482396	Indirect
2025-12-23	Common Stock	J	120000	$38.7911	Disposed	14362396	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-12-19	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	115374	Disposed		Common Stock (115374)	Indirect
2025-12-22	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	120000	Disposed		Common Stock (120000)	Indirect
2025-12-23	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	120000	Disposed		Common Stock (120000)	Indirect

Footnotes

F1: The Reporting Person is the manager of CD Financial LLC ("CD") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD. CD is the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares

F2: On December 19, 2025, December 22, 2025, and December 23, 2025, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on January 19, 2023 with an unaffiliated third-party buyer. For these three tranches of the VPF, CD elected full physical settlement.

F3: In full physical settlement of each of these three tranches, the contract for the VPF obligated (i) CD to deliver to the buyer 115,374 shares (with respect to the December 19, 2025 settlement) and 120,000 shares (with respect to each of the December 22, 2025 and December 23, 2025 settlements) (in each case, adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on December 18, 2025, December 19, 2025, and December 22, 2025), and (ii) the buyer to pay CD an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $29.0933 (the "Floor Price"), but less than or equal to $38.7911 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $9.6978.

F4: On each of December 18, 2025, December 19, 2025, and December 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.