Sec Form 4 Filing - DESANTIS CARL @ Celsius Holdings, Inc. - 2023-07-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DESANTIS CARL 2. Issuer Name and Ticker or Trading Symbol Celsius Holdings, Inc. [ CELH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 109 S.E. 5TH AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/12/2023 (Street) DELRAY BEACH, FL33483 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Calls ( 1 ) $ 210 07/12/2023 S 500,000 ( 3 )( 4 )( 5 ) ( 3 ) Common Stock 500,000 $ 21.41 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DESANTIS CARL 109 S.E. 5TH AVENUE, SUITE 200 DELRAY BEACH, FL33483 X Signatures /s/ Carl DeSantis 07/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Carl DeSantis owns a beneficial interest of 100% in CD Financial, LLC ("CD"). ( 3 )On July 12 2023, CD entered into a call option transaction with an unaffiliated third-party purchaser. Pursuant to the terms of the option transaction, CD sold 500,000 call options referencing 500,000 shares of Celsius Holdings, Inc. ("Celsius") (with expiration and exercise occurring in ten approximately equal components from January 21, 2025 to February 3, 2025). In exchange, CD will receive a cash payment of option premium of $21.41 per option on July 14, 2023. ( 4 )CD 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. ( 5 )The contract provides that the number of shares of Celsius common stock that CD 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, CD 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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