Deborah DeSantis - Dec 2, 2025 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role: 10%+ Owner
Signature: /s/ Deborah DeSantis
Stock symbol: CELH
Transactions as of: Dec 2, 2025
Transactions value $: -$20,825,663
Form type: 4
Date filed: 12/4/2025, 06:17 AM
Previous filing: Dec 1, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
DeSantis Deborah	10%+ Owner	190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH	/s/ Deborah DeSantis	2025-12-04	0001993244

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CELH	Common Stock	Other	-$6.94M	-188K	-1.1%	$37.02	16.8M	Dec 2, 2025	See Footnote	F1, F2, F3, F4
transaction	CELH	Common Stock	Other	-$6.94M	-188K	-1.12%	$37.02	16.6M	Dec 3, 2025	See Footnote	F1, F2, F3, F4
transaction	CELH	Common Stock	Other	-$6.94M	-188K	-1.13%	$37.02	16.4M	Dec 4, 2025	See Footnote	F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CELH	Variable Prepaid Forward Sale Contract (obligation to sell)	Other	$0	-188K	-100%	$0.00	0	Dec 2, 2025	Common Stock	188K		See Footnote	F1, F2, F3, F4
transaction	CELH	Variable Prepaid Forward Sale Contract (obligation to sell)	Other	$0	-188K	-100%	$0.00	0	Dec 3, 2025	Common Stock	188K		See Footnote	F1, F2, F3, F4
transaction	CELH	Variable Prepaid Forward Sale Contract (obligation to sell)	Other	$0	-188K	-100%	$0.00	0	Dec 4, 2025	Common Stock	188K		See Footnote	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial, LLC ("CD"), the record holder of the shares which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.
F2	On December 2, 2025, December 3, 2025, and December 4, 2025, CD settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on November 3, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CD 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) CD to deliver to the buyer 187,500 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on December 1, 2025, December 2, 2025, and December 3, 2025), and (ii) the buyer to pay CD 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 $27.7675 (the "Floor Price"), but less than or equal to $37.0234 (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) $9.2559.
F4	On each of December 1, 2025, December 2, 2025, and December 3, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CD transferred to the buyer a number of CELH shares and the buyer paid CD amounts in cash determined pursuant to the formula above.