| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| DeSantis Deborah | 10%+ Owner | 190 S.E. 5TH AVENUE, SUITE 200, DELRAY BEACH | /s/ Deborah DeSantis | 2025-09-09 | 0001993244 |
| 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 | +7.9M | $0.00 | 7.9M | Sep 5, 2025 | Common Stock | 7.9M | 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 ("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 August 7, 2025, CD entered into a variable prepaid forward contract with Citigroup Global Markets Inc, as purchaser. The contract obligates CD to deliver to the purchaser up to 7,900,000 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 15 approximately equal components from September 7, 2027 to September 27, 2027). In exchange for assuming this obligation, CD will receive a cash payment of $372,347,277.72 on September 9, 2025. |
| F3 | CD pledged 7,900,000 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, under the default settlement method, 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 $48.4239 (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 $64.5652 (the "Cap Price), CD will deliver to the purchaser the number of shares equal to 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 purchaser the number of shares equal to 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. Subject to certain conditions, CD may also elect to (x) net-settle the contract with cash or shares or (y) fully settle the contract with 100% of the Pledged Shares in exchange for a variable cash payment determined based on the relevant Settlement Price. |