Celsius Holdings, Inc. — Director's Dealing 2025

May 16, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celsius Holdings, Inc. (CELH)
CIK: 0001341766
Period of Report: 2025-05-13

Reporting Person: DeSantis Dean (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-05-13	Common Stock	J	259800	$26.2379	Disposed	22214731	Indirect
2025-05-14	Common Stock	J	259800	$26.2379	Disposed	21954931	Indirect
2025-05-15	Common Stock	J	259800	$26.2379	Disposed	21695131	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-05-13	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	259800	Disposed		Common Stock (259800)	Indirect
2025-05-14	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	259800	Disposed		Common Stock (259800)	Indirect
2025-05-15	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	259800	Disposed		Common Stock (259800)	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 ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

F2: On May 13, 2025, May 14, 2025, and May 15, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF 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) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring from May 12, 2025 to May 14, 2025), and (ii) the buyer to pay CDF 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 $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (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) $6.5595.

F4: On each of May 12-May 14, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.