| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| DeSantis Dean | 10%+ Owner | 190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH | /s/ Dean DeSantis | 09 May 2025 | 0001993010 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CELH | Common Stock | Other | -$4.86M | -210K | -0.9% | $23.13 | 23.1M | 07 May 2025 | See Footnote | F1, F2, F3, F4 |
| transaction | CELH | Common Stock | Other | -$4.86M | -212K | -0.92% | $22.98 | 22.9M | 08 May 2025 | See Footnote | F1, F2, F3, F4 |
| transaction | CELH | Common Stock | Other | -$4.86M | -212K | -0.93% | $22.95 | 22.7M | 09 May 2025 | See Footnote | F1, F2, F3, F4 |
| 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 | -260K | -100% | $0.00 | 0 | 07 May 2025 | Common Stock | 260K | See Footnote | F1, F2, F3, F4 | |
| transaction | CELH | Variable Prepaid Forward Sale Contract (obligation to sell) | Other | $0 | -260K | -100% | $0.00 | 0 | 08 May 2025 | Common Stock | 260K | See Footnote | F1, F2, F3, F4 | |
| transaction | CELH | Variable Prepaid Forward Sale Contract (obligation to sell) | Other | $0 | -260K | -100% | $0.00 | 0 | 09 May 2025 | Common Stock | 260K | See Footnote | F1, F2, F3, F4 |
| 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 ("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 7, 2025, May 8, 2025, and May 9, 2025, CDF settled the first 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, physical settlement applied. The contract for the VPF obligated CDF to, for each 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 these three tranches of the VPF, the number of Pledged Shares to be delivered for each tranche 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 each of May 6-May 8, 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. |