Celsius Holdings Inc

Form of Indemnification Agreement

On August 1, 2024, the Board approved a form of indemnification agreement that may be entered into between the Company and the Company’s directors and certain executive officers, a copy of which is filed as Exhibit 10.4 to this Report and incorporated by reference in this Item 5.

Jarrod Langhans Employment Agreement Amendment

On August 2, 2024, the Company entered into an amendment (the “Employment Agreement Amendment”), effective August 1, 2024, to its Employment Agreement, dated February 2, 2024, with Jarrod Langhans, the Company’s Chief Financial Officer (the “Employment Agreement”), which amended the Employment Agreement to provide for the following:

•in the event of termination other than for “cause” or with “good reason” (as each defined in the Employment Agreement), Mr. Langhans will additionally receive the prorated amount, based on the date of termination, of his target annual bonus for the year in which the termination occurs;

•subject to certain conditions, in the event of a termination of employment in connection with a change in control, Mr. Langhans would be entitled to two times (increased from 1.5 times) the sum of (i) his base salary in effect on the termination date plus (ii) his target annual performance bonus for the calendar year in which the termination occurs; and

•subject to certain conditions in the event of termination of employment in connection with a change in control, Mr. Langhans would additionally receive a prorated amount, based on his termination, of his target annual bonus for the year in which the termination date occurs.

The foregoing description of the Employment Agreement Amendment is only a summary and is qualified in its entirety by the full text of the Employment Agreement Amendment, which is filed as Exhibit 10.2 to this Report and incorporated by reference in this Item 5.

Executive Severance Plan

On August 1, 2024, the Board adopted the Celsius, Inc. Executive Severance Pay Plan (the “Executive Severance Plan”), effective August 1, 2024, which generally applies to the Company’s executive officers, including the Company’s chief executive officer and chief financial officer. The Executive Severance Plan provides for the payment of severance and other benefits to eligible executive officers in the event of (i) an involuntary termination of employment with the Company other than for Cause, or (ii) resignation for Good Reason (as such capitalized terms are defined in the Executive Severance Plan). In the event of an executive officers’ qualifying termination and subject to such executive officer’s execution of a general release of liability against the Company and other requirements as specified in the Executive Severance Plan, the Company would award the following payments and benefits to the eligible executive officers:

•a lump sum payment of the (i) sum of (A) the executive officer’s base salary plus 100% of such executive officer’s target annual bonus for the year in which the termination occurs and (B) the prorated amount, based on the date of termination, of such executive officer’s target annual bonus for the year in which the termination occurs, minus (ii) amounts payable under any government-mandated severance that does not prohibit offset and any any outstanding debt owed to the Company; and

•a lump sum payment equal to such executive officer’s COBRA premiums over a 12-month period.

Notwithstanding the foregoing, no executive officer would be entitled to benefits under the Executive Severance Plan to the extent such executive officer will receive greater benefits under any other applicable contractual plan or arrangement. Additionally, the Board’s Human Resources and Compensation committee, as plan administrator, may, as it deems appropriate, in its sole and absolute discretion, authorize severance benefits in an amount different (greater or less) from the guideline amounts set forth in the Executive Severance Plan.

The foregoing description of the Executive Severance Plan is only a summary and is qualified in its entirety by the full text of the Executive Severance Plan, which is filed as Exhibit 10.3 to this Report and incorporated by reference in this Item 5.

Form of Executive Change in Control and Indemnity Agreement

On August 1, 2024, the Board adopted a form of Executive Change in Control and Indemnity Agreement (the “CIC Agreement”), that may be entered into from time to time with certain executive officers of the Company. The CIC Agreement provides for the payment of severance and other benefits in the event that, during the three month period preceding and the two-year period following a Change in Control, the applicable executive is terminated by the Company other than for Cause, or if such executive voluntarily resigns for Good Reason (as such capitalized terms are defined in the CIC Agreement). In the event of a qualifying termination and subject to the executive officer’s execution of a general release of liability against the Company and other requirements as specified in the CIC Agreement, the Company shall pay to such executive:

•any accrued obligations, including (i) the executive officer’s earned but unpaid base salary through such officer’s termination, (ii) payment of any accrued paid time off, (iii) reimbursement of certain expenses and (iv) any earned but unpaid annual bonus for any year preceding the fiscal year in which the termination occurs;

•a cash payment equal to the product of (i) two times the sum of (A) the executive officer’s base salary plus (B) 100% of such executive officer’s target annual bonus for the year in which the termination occurs;

•a prorated amount of such executive officer’s target annual bonus for the year in which the termination occurs; and

•a lump sum payment equal to such executive officer’s COBRA premiums over an 18-month period.

The CIC Agreement additionally includes confidentiality, non-competition, non-solicitation and intellectual property covenants in favor of the Company, as well and indemnification provisions in favor of the applicable executive.

The foregoing description of the CIC Agreement is only a summary and is qualified in its entirety by the full text of the CIC Agreement, which is filed as Exhibit 10.4 to this Report and incorporated by reference in this Item 5.

Second Amended & Restated Bylaws

On August 1, 2024, the Company’s Board of Directors (the “Board”) adopted the Company’s Second Amended and Restated Bylaws (the “Second A&R Bylaws”), which amended and restated in their entirety the Company’s First Amended and Restated Bylaws to: (i) provide that special meetings of stockholders may be called exclusively by the Chair of the Board, the President or by the Board; (ii) provide that any action that may be taken by stockholders at a meeting thereof must be taken at such a meeting and not by written consent; (iii) make clear that stockholders have the right to amend the Company’s bylaws; (iv) update the exclusive forum selection provision, including to conform to changes in Nevada law; and (v) include general indemnification provisions applicable to the Company’s directors, officers and other employees. The Second A&R Bylaws additionally include certain immaterial and ministerial revisions and changes, including those to conform with Nevada law and explicitly provide for the use of forms of electronic communication. The Second A&R Bylaws became effective upon adoption by the Board on August 1, 2024.

The foregoing description of the Second A&R Bylaws is only a summary and is qualified in its entirety by the full text of the Second A&R Bylaws, which are filed as Exhibit 3.2 to this Report and incorporated by reference in this Item 5.

Rule 10b5-1 Trading Arrangements

From time to time, certain of our executive officers and directors have, and we expect they will in the future, enter into, amend and terminate written trading arrangements pursuant to Rule 10b5-1 of the Exchange Act or otherwise. During the quarter ended June 30, 2024, none of our officers or directors adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).