Sec Form 4/A Filing - Milmoe William H. @ Celsius Holdings, Inc. - 2024-01-24

FORM 4/A 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) 01/24/2024 (Street) DELRAY BEACH, FL33483 4. If Amendment, Date Original Filed (MM/DD/YY) 01/26/2024 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 01/24/2024 S( 2 ) 60,462 D $ 33.33 31,224,869 I See Footnote ( 1 ) Common Stock 01/25/2024 S( 2 ) 60,462 D $ 33.33 31,164,407 I See Footnote ( 1 ) Common Stock 01/26/2024 S( 2 ) 60,462 D $ 33.33 31,103,945 I See Footnote ( 1 ) Common Stock 01/24/2024 S( 3 ) 67,847 D $ 53.4254 31,036,098 I See Footnote ( 1 ) Common Stock 01/25/2024 S( 3 ) 67,709 D $ 52.8428 30,968,389 I See Footnote ( 1 ) Common Stock 01/26/2024 S( 3 ) 67,652 D $ 52.6092 30,900,737 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

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 02/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is the manager of CD Financial LLC ("CDF"), the holder of record of the shares which are the subject of this report. The Reporting Person is also a trustee of the Carl De Santis Revocable Trust, which owns a 100% beneficial interest in CDF. The Reporting Person has shared voting and dispositive power with respect to the shares which are the subject of this report. The purpose of this amendment is to correct an inadvertent error in the number of shares held by CDF after completion of the reported transactions. ( 2 )Represents shares of common stock of Celsius Holdings, Inc. ("CELH") sold by CDF upon exercise of call options sold to an unaffiliated third-party purchaser on April 12, 2023. Call options 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. ( 3 )Represents shares of common stock of CELH, sold by CDF to an unaffiliated third-party purchaser pursuant to a variable prepaid forward contract dated January 6, 2022.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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