Celsius Holdings, Inc. — Director's Dealing 2025

Jul 17, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celsius Holdings, Inc. (CELH)
CIK: 0001341766
Period of Report: 2025-07-15

Reporting Person: Milmoe William H. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-07-15	Common Stock	J	300000	$40.1588	Disposed	5100000	Indirect
2025-07-16	Common Stock	J	300000	$40.1588	Disposed	4800000	Indirect
2025-07-17	Common Stock	J	300000	$40.1588	Disposed	4500000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-07-15	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	300000	Disposed		Common Stock (300000)	Indirect
2025-07-16	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	300000	Disposed		Common Stock (300000)	Indirect
2025-07-17	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	300000	Disposed		Common Stock (300000)	Indirect

Footnotes

F1: The Reporting Person is one of the two personal representatives of the Estate of Carl DeSantis, which holds a one hundred percent (100%) beneficial ownership interest in GRAT 1, LLC ("GRAT 1"). Accordingly, the Reporting Person has shared voting and dispositive control over the shares held by GRAT 1, LLC..

F2: On July 15, 2025, July 16, 2025, and July 17, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 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) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on July 14, 2025, July 15, 2025, and July 16, 2025), and (ii) the buyer to pay GRAT 1 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 $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (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) $10.0397.

F4: On each of July 14, 2025, July 15, 2025, and July 16, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above.