Celsius Holdings, Inc.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that

information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the rules and forms adopted by the SEC. These controls also ensure that

information required to be disclosed in the reports that are filed or submitted under the Exchange Act are accumulated and

communicated to the Company’s management, including our Chief Executive Officer (our principal executive officer) and our Chief

Financial Officer (our principal financial and accounting officer), or persons performing similar functions, as appropriate, to allow timely

decisions regarding required disclosure.

Our Chief Executive Officer, as well as our Chief Financial Officer, evaluated the effectiveness of the design and operation of our

disclosure controls and procedures as of September 30, 2025. Based on that evaluation, our Chief Executive Officer and our Chief

Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

On April 1, 2025, we completed the Alani Nu Acquisition. In accordance with interpretive guidance issued by the SEC staff,

management is permitted to exclude an acquired business from its assessment of internal control over financial reporting in the first year

post-acquisition. Given the overlapping nature of internal controls and disclosure controls and procedures, we have excluded the portion

of disclosure controls and procedures that are subsumed within the internal control over financial reporting of Alani Nu from

management's evaluation of our disclosure controls and procedures as of September 30, 2025.

Alani Nu, excluding the effects of purchase accounting, represented approximately 12.6% of our consolidated total assets as of

September 30, 2025 and 35.3% of consolidated revenue for the nine months ended September 30, 2025. We will include Alani Nu in our

assessment of internal controls over financial reporting and disclosure controls and procedures no later than the first anniversary of the

acquisition date, as required.

On August 28, 2025, we completed the Rockstar Acquisition. In accordance with interpretive guidance issued by the SEC staff,

management is permitted to exclude an acquired business from its assessment of internal control over financial reporting in the first year

post-acquisition. Given the overlapping nature of internal controls and disclosure controls and procedures, we have excluded the portion

of disclosure controls and procedures that are subsumed within the internal control over financial reporting of Rockstar from

management's evaluation of our disclosure controls and procedures as of September 30, 2025.

Rockstar, excluding the effects of purchase accounting, represented approximately 0.5% of our consolidated total assets as of

September 30, 2025 and 0.7% of consolidated revenue for the nine months ended September 30, 2025. We will include Rockstar in our

assessment of internal controls over financial reporting and disclosure controls and procedures no later than the first anniversary of the

acquisition date, as required.

Changes in Internal Control Over Financial Reporting

Except as discussed above, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule

13a-15(f)) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.