| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CELH | Calls | Sale | -$10.1M | -500K | -100% | $20.30* | 0 | Oct 27, 2023 | Common Stock | 500K | $179.00 | See footnote | F1, F2, F3, F5, F6 |
| transaction | CELH | Calls | Sale | -$10.1M | -500K | -100% | $20.19* | 0 | Oct 27, 2023 | Common Stock | 500K | $179.00 | See footnote | F1, F2, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Calls represent the right of the option holder to buy, and the obligation of the option seller to sell, the shares subject to the options at the strike price. |
| F2 | The Reporting Person is a trustee of the Carl De Santis Revocable Trust, which owns a 100% beneficial interest in CD Financial, LLC ("CDF"). CDF owns the shares subject to the call options. The Reporting Person has shared voting and dispositive power with respect to such shares. |
| F3 | On October 27, 2023, CDF entered into call option transactions with two unaffiliated third-party purchasers. Pursuant to the terms of the first option transaction, CDF sold 500,000 call options referencing 500,000 shares of Celsius Holdings, Inc. ("Celsius") to the purchaser (with expiration and exercise occurring in seven approximately equal components from April 29, 2024 to May 7, 2024. In exchange, CD received a cash payment option premium of $20.2974 per option on October 27, 2023. |
| F4 | On October 27, 2023, CDF entered into call option transactions with two unaffiliated third-party purchasers. Pursuant to the terms of the second option transaction, CDF sold 500,000 call options referencing 500,000 shares of Celsius Holdings, Inc. ("Celsius") to the purchaser (with expiration and exercise occurring in seven approximately equal components from April 29, 2024 to May 7, 2024. In exchange, CD received a cash payment option premium of $20.19 per option on October 31, 2023. |
| F5 | CDF pledged 500,000 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. |
| F6 | The contract provides that the number of shares of Celsius common stock that CDF would be obligated to sell 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 "Valuation Price") is less than or equal to the strike price of the options, the options will expire worthless and no shares will be sold; (b) if such Valuation Price is greater than the strike price, the relevant options will be automatically exercised, CDF will either (x) deliver to the buyer the number of shares subject to the applicable component in exchange for payment of a purchase price per share equal to the strike price or (y) pay in cash an amount per share equal to the excess of such Valuation Price over the strike price. |