Sec Form 4 Filing - Milmoe William H. @ Celsius Holdings, Inc. - 2025-05-07

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 Milmoe William H. 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) 190 S.E. 5TH AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/07/2025 (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 05/07/2025 J/K( 2 )( 3 )( 4 ) 210,242 D $ 23.128 23,111,347 I See Footnote ( 1 ) Common Stock 05/08/2025 J/K( 2 )( 3 )( 4 ) 211,620 D $ 22.9774 22,899,727 I See Footnote ( 1 ) Common Stock 05/09/2025 J/K( 2 )( 3 )( 4 ) 211,861 D $ 22.9512 22,687,866 I See Footnote ( 1 )

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 Variable Prepaid Forward Sale Contract (obligation to sell) ( 2 ) ( 3 ) ( 4 ) 05/07/2025 J/K( 2 )( 3 )( 4 ) 259,800 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Common Stock 259,800 $ 0 ( 2 ) ( 3 ) ( 4 ) 0 I See Footnote ( 1 ) Variable Prepaid Forward Sale Contract (obligation to sell) ( 2 ) ( 3 ) ( 4 ) 05/08/2025 J/K( 2 )( 3 )( 4 ) 259,800 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Common Stock 259,800 $ 0 ( 2 ) ( 3 ) ( 4 ) 0 I See Footnote ( 1 ) Variable Prepaid Forward Sale Contract (obligation to sell) ( 2 ) ( 3 ) ( 4 ) 05/09/2025 J/K( 2 )( 3 )( 4 ) 259,800 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Common Stock 259,800 $ 0 ( 2 ) ( 3 ) ( 4 ) 0 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Milmoe William H. 190 S.E. 5TH AVENUE, SUITE 200 DELRAY BEACH, FL33483 X Signatures /s/ William H. Milmoe 05/09/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is 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. ( 2 )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. ( 3 )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. ( 4 )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.

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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