Sec Form 4 Filing - Milmoe William H. @ Celsius Holdings, Inc. - 2025-05-21

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) 05/21/2025 (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 05/21/2025 J/K( 2 )( 3 )( 4 ) 259,797 D $ 26.2379 259,797 I See Footnote ( 1 ) Common Stock 05/22/2025 J/K( 2 )( 3 )( 4 ) 259,797 D $ 26.2379 259,797 I See Footnote ( 1 ) Common Stock 05/23/2025 J/K( 2 )( 3 )( 4 ) 259,797 D $ 26.2379 259,797 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 ) 05/21/2025 J/K( 2 )( 3 )( 4 ) 259,797 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Common Stock 259,797 $ 0 ( 2 ) ( 3 ) ( 4 ) 0 I See Footnote ( 1 ) Variable Prepaid Forward Sale Contract (obligation to sell) ( 2 ) ( 3 ) ( 4 ) 05/22/2025 J/K( 2 )( 3 )( 4 ) 259,797 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Common Stock 259,797 $ 0 ( 2 ) ( 3 ) ( 4 ) 0 I See Footnote ( 1 ) Variable Prepaid Forward Sale Contract (obligation to sell) ( 2 ) ( 3 ) ( 4 ) 05/23/2025 J/K( 2 )( 3 )( 4 ) 259,797 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Common Stock 259,797 $ 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 05/23/2025 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 21, 2025, May 22, 2025, and May 23, 2025, CDF settled 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, CDF elected full physical settlement. ( 3 )In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595. ( 4 )On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

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

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