| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CELH | Forward sale contract (obligation to sell) | Other | $0 | +1M | $0.00 | 1M | Nov 22, 2022 | Common Stock | 1M | Footnote | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Carl DeSantis owns a beneficial interest of 100% in CD Financial, LLC ("CD"). |
| F2 | On November 22, 2022, CD entered a prepaid variable forward sale contract with an unaffiliated third-party purchaser. The contract obligates CD to deliver to the purchaser up to 1,000,000 shares of Celsius Holdings, Inc. ("Celsius") common stock (or, at CD's election, an equivalent amount of cash based on the market price of Celsius common stock) at the maturity of the contract (occurring in twenty approximately equal components from November 12, 2025 to December 5, 2025). In exchange for assuming this obligation, CD received a cash payment of $78,952,400.50 on November 25, 2022. |
| F3 | The reporting person pledged 1,000,000 shares of Celsius common stock (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provides that the number of shares of Celsius common stock that CD would be obligated to deliver to the purchaser in respect of each maturity date would be determined as follows: (a) if the volume-weighted average price of Celsius common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $83.3027 (the "Floor Price"), CD will deliver to the buyer all of the Pledged Shares for the applicable component; |
| F4 | (b) if such Settlement Price is greater than the Floor Price but less than or equal to $111.0702 (the "Cap Price), CD will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and; (c) if such Settlement Price is greater than the Cap Price, CD will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. |