Transaction Details

Footnotes

The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), 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. | On May 16, 2025, May 19, 2025, and May 20, 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. | 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 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 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. | On each of May 15, 2025, May 16, 2025, and May 19, 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.