Celsius Holdings, Inc. — Director's Dealing 2025

Nov 26, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celsius Holdings, Inc. (CELH)
CIK: 0001341766
Period of Report: 2025-11-21

Reporting Person: DeSantis Deborah (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-11-21	Common Stock	J	187500	$37.0234	Disposed	17723367	Indirect
2025-11-24	Common Stock	J	187500	$37.0234	Disposed	17535867	Indirect
2025-11-25	Common Stock	J	187500	$37.0234	Disposed	17348367	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-11-21	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	187500	Disposed		Common Stock (187500)	Indirect
2025-11-24	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	187500	Disposed		Common Stock (187500)	Indirect
2025-11-25	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	187500	Disposed		Common Stock (187500)	Indirect

Footnotes

F1: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), 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 November 21, 2025, November 24, 2025, and November 25, 2025, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on November 3, 2022 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 of the VPF, the contract for the VPF obligated (i) CD to deliver to the buyer 187,500 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on November 20, 2025, November 21, 2025, and November 24, 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 $27.7675 (the "Floor Price"), but less than or equal to $37.0234 (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) $9.2559.

F4: On each of November 20, 2025, November 21, 2025, and November 24, 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.