Sec Form 3 Filing - David Toby @ Celsius Holdings, Inc. - 2022-12-31

FORM 3 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 David Toby 2. Issuer Name and Ticker or Trading Symbol Celsius Holdings, Inc. [ CELH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 190 SE 5TH AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2022 (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 Common Stock 31,809 ( 1 ) D

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 Options (right to buy) $ 0.34 ( 2 ) 01/30/2024 Common Stock 20,000 D Options (right to buy) $ 1.05 ( 3 ) 02/24/2025 Common Stock 10,000 D Options (right to buy) $ 1.97 ( 4 ) 01/04/2026 Common Stock 5,000 D Options (right to buy) $ 4.33 ( 5 ) 03/16/2027 Common Stock 10,000 D Options (right to buy) $ 5.8 ( 6 ) 02/01/2028 Common Stock 40,000 D Options (right to buy) $ 3.73 ( 7 ) 01/24/2029 Common Stock 40,000 D Options (right to buy) $ 3.23 ( 8 ) 10/23/2029 Common Stock 70,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other David Toby 190 SE 5TH AVENUE, SUITE 200 DELRAY BEACH, FL33483 Executive Vice President Signatures /s/ Toby David 08/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of the date of this filing, the amount includes 12,600 unvested RSUs. ( 2 )The option agreement provides that the option becomes exercisable on the first anniversary of the option's grant date. The option was granted on January 30, 2014. ( 3 )The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 24, 2015. ( 4 )The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on January 4, 2016. ( 5 )The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on March 16, 2017. ( 6 )The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 1, 2018. ( 7 )The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on January 24, 2019. ( 8 )The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on October 23, 2019.

Remarks: Exhibit 24 - Power of Attorney

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