Celsius Holdings, Inc. — Director's Dealing 2025

May 15, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celsius Holdings, Inc. (CELH)
CIK: 0001341766
Period of Report: 2025-05-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-05-12	Common Stock	J	213335	$22.7927	Disposed	22474531	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-05-12	Variable Prepaid Forward Sale Contract (obligation to sell)	$	J	259800	Disposed		Common Stock (259800)	Indirect

Footnotes

F1: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is 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 12, 2025, CDF settled the fourth tranche of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For the fourth tranche of the VPF, physical settlement applied. The contract for the VPF obligated CDF to, for such tranche, deliver to the buyer up to 259,800 shares (adjusted for stock splits) of CELH common stock (the "Pledged Shares") T+1 following the maturity of the VPF (occurring in twenty approximately equal tranches from May 6, 2025 to June 3, 2025). In physical settlement of the fourth tranche of the VPF, the number of Pledged Shares to be delivered was to be determined according to the following formula.

F3: If the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was: (a) less than or equal to $19.6784 (the "Floor Price"), CDF would deliver to the buyer all of the Pledged Shares for that tranche; (b) greater than the Floor Price but less than or equal to $26.2379 (the "Cap Price), CDF would deliver to the buyer the number of shares equal to all of the Pledged Shares for that tranche multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price; or (c) greater than the Cap Price, CDF would deliver to the buyer the number of shares equal to all of Pledged Shares for that tranche multiplied by a fraction, the numerator of which is the Floor Price plus the excess of Settlement Price over the Cap Price, and the denominator of which is such Settlement Price.

F4: On May 9, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a portion of the Pledged Shares pursuant to the formula above.