SCHEDULE 13G

CUSIP No.

15118V207

1

Names of Reporting Persons

William H. Milmoe

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 261,245.00
6	Shared Voting Power 35,439,656.00
7	Sole Dispositive Power 261,245.00
8	Shared Dispositive Power 35,439,656.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

35,700,901.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

15.2 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Row 5 and Row 7 consists of 261,245 shares of common stock held by the Reporting Person. Row 6 and Row 8 consists of (a) 23,321,589 shares of common stock held by CD Financial, LLC ("CDF"); (b) 10,800,000 shares of common stock held by GRAT 1, LLC ("GRAT 1") and 1,318,067 shares of common stock held by the estate of Carl DeSantis (the "Estate"). The Reporting Person serves as (a) manager of CDF; (b) a co-trustee of the Carl DeSantis Revocable Trust (the "CDS Trust"), which owns a 99% beneficial interest in CDF; and (c) a co-personal representative of the the Estate, which holds 1,318,067 shares of common stock and owns a 100% beneficial interest in GRAT 1. The Reporting Person has shared voting and dispositive power over the shares of common stock held by CDF and GRAT 1 and the Estate. All calculations of percentage ownership herein are based upon an aggregate of 235,031,452 shares of common stock outstanding as of October 30, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024.

SCHEDULE 13G

CUSIP No.

15118V207

1

Names of Reporting Persons

Deborah DeSantis

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,559,027.00
6	Shared Voting Power 25,457,656.00
7	Sole Dispositive Power 3,559,027.00
8	Shared Dispositive Power 25,457,656.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

29,016,683.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

12.3 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Row 5 and Row 7 consists of (a) 3,545,167 shares of common stock held by the Reporting Person; and (b) 13,860 shares of common stock held by the Reporting Person's spouse. Row 6 and Row 8 consists of (a) 23,321,589 shares of common stock held by CD Financial, LLC ("CDF"); and (b) 2,136,067 shares of common stock held by the Carl DeSantis Retained Annuity Trust #2 ("Trust #2"). The Reporting Person serves as a co-trustee of each of the CDS Trust and Trust #2 and accordingly, has shared voting and dispositive power over the shares of common stock held by CDF and Trust #2.

SCHEDULE 13G

CUSIP No.

15118V207

1

Names of Reporting Persons

Dean DeSantis

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,131,365.00
6	Shared Voting Power 37,575,723.00
7	Sole Dispositive Power 2,131,365.00
8	Shared Dispositive Power 37,575,723.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

39,707,088.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

16.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Row 5 and Row 7 consists of 2,131,365 shares of common stock held by the Reporting Person. Row 6 and Row 8 consists of (a) 23,321,589 shares of common stock held by CDF; (b) 10,800,000 shares of common stock held by GRAT I; and (c) 2,136,067 shares of common stock held by the Carl DeSantis Grantor Annuity Trust #2 ("Trust #2"); and (d) 1,318,067 shares of common stock held by the Estate. The Reporting Person serves as a co-trustee of each of the CDS Trust and Trust #2 and as a personal representative of the Estate. Accordingly, the Reporting Person has shared voting and dispositive power over the shares of common stock held by CDF, GRAT I, Trust #2 and the Estate.

SCHEDULE 13G

CUSIP No.

15118V207

1

Names of Reporting Persons

CD Financial, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 23,321,589.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 23,321,589.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

23,321,589.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No.

15118V207

1

Names of Reporting Persons

GRAT 1, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,800,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,800,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,800,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

4.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No.

15118V207

1

Names of Reporting Persons

Carl DeSantis Retained Annuity Trust 2

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,136,067.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,136,067.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,136,067.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

0.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No.

15118V207

1

Names of Reporting Persons

Estate of Carl DeSantis

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 12,118,067.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,118,067.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,118,067.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

5.2 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Row 5 and Row 7 consists of (a) 1,318,067 shares of common stock held by the Reporting Person and (b) 10,800,000 shares of common stock held by GRAT 1 of which the Reporting Person owns a 100% beneficial interest.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Celsius Holdings, Inc.

(b)

Address of issuer's principal executive offices:

2424 North Federal Highway, Suite 208 Boca Raton, Florida 33431

Item 2.

(a)

Name of person filing:

(1) William H. Milmoe (2) Deborah DeSantis (3) Dean DeSantis (4) CD Financial, LLC (5) GRAT 1, LLC (6) Carl DeSantis Retained Annuity Trust 2 (7) Estate of Carl DeSantis

(b)

Address or principal business office or, if none, residence:

The address for William H. Milmoe, Deborah DeSantis, Dean DeSantis, CD Financial, LLC, GRAT 1, LLC, the Carl DeSantis Retained Annuity Trust 2, and the Estate of Carl DeSantis is as follows: 190 S.E. Fifth Avenue Suite 200 Delray Beach, FL 33483

(c)

Citizenship:

William H. Milmoe - USA Deborah DeSantis - USA Dean DeSantis - USA CD Financial, LLC - Florida GRAT 1, LLC - Florida Carl DeSantis Retained Annuity Trust 2 - Florida Estate of Carl DeSantis - Florida

(d)

Title of class of securities:

Common Stock

(e)

CUSIP No.:

15118V207

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

William H. Milmoe: 35,700,901 Deborah DeSantis: 29,016,683 Dean DeSantis: 39,707,088 CD Financial, LLC: 23,321,589 GRAT 1, LLC: 10,800,000 Carl DeSantis Retained Annuity Trust 2: 2,136,067 Estate of Carl DeSantis: 12,118,067

(b)

Percent of class:

(1) William H. Milmoe: 15.2% (2) Deborah DeSantis: 12.3% (3) Dean DeSantis: 16.9% (4) CD Financial, LLC: 9.9% (5) GRAT 1, LLC: 4.6% (6) Carl DeSantis Retained Annuity Trust 2: 0.9% (7) Estate of Carl DeSantis: 5.2%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(1) William H. Milmoe: 261,245 (2) Deborah DeSantis: 3,559,027 (3) Dean DeSantis: 2,131,365 (4) CD Financial, LLC: 23,321,589 (5) GRAT 1, LLC: 10,800,000 (6) Carl DeSantis Retained Annuity Trust 2: 2,136,067 (7) Estate of Carl DeSantis: 12,118,067

(ii) Shared power to vote or to direct the vote:

(1) William H. Milmoe: 35,439,656 (2) Deborah DeSantis: 25,457,656 (3) Dean DeSantis: 37,575,723 (4) CD Financial, LLC: 0 (5) GRAT 1, LLC: 0 (6) Carl DeSantis Retained Annuity Trust 2: 0 (7) Estate of Carl DeSantis: 0

(iii) Sole power to dispose or to direct the disposition of:

(1) William H. Milmoe: 261,245 (2) Deborah DeSantis: 3,559,027 (3) Dean DeSantis: 2,131,365 (4) CD Financial, LLC: 23,321,589 (5) GRAT 1, LLC: 10,800,000 (6) Carl DeSantis Retained Annuity Trust 2: 2,136,067 (7) Estate of Carl DeSantis: 12,118,067

(iv) Shared power to dispose or to direct the disposition of:

(1) William H. Milmoe: 35,439,656 (2) Deborah DeSantis: 25,457,656 (3) Dean DeSantis: 37,575,723 (4) CD Financial, LLC: 0 (5) GRAT 1, LLC: 0 (6) Carl DeSantis Retained Annuity Trust 2: 0 (7) Estate of Carl DeSantis: 0

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

The shares of common stock referenced in Item 4, Section 1 above are held of record by William H. Milmoe, Deborah DeSantis, Dean DeSantis, CD Financial, LLC ("CDF"), GRAT1, LLC ("GRAT 1"), the Carl DeSantis Retained Annuity Trust 2 ("Trust #2) and the estate of Carl DeSantis (the "Estate"). William H. Milmoe is the manager of CDF and a co-trustee of the Carl DeSantis Revocable Trust (the "CDS Trust"), which owns a 99% beneficial interest in CDF. Dean DeSantis and Deborah DeSantis are the other co-trustees of the CDS Trust. William H. Milmoe and Dean DeSantis are the co-personal representatives of the Estate, which owns a 100% beneficial interest in GRAT 1. Deborah DeSantis and Dean DeSantis are the co-trustees of Trust #2.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

William H. Milmoe

Signature:	/s/ William H. Milmoe
Name/Title:	William H. Milmoe
Date:	02/12/2025

Deborah DeSantis

Signature:	/s/ Deborah DeSantis
Name/Title:	Deborah DeSantis
Date:	02/12/2025

Dean DeSantis

Signature:	/s/ Dean DeSantis
Name/Title:	Dean DeSantis
Date:	02/12/2025

CD Financial, LLC

Signature:	/s/ William H. Milmoe
Name/Title:	William H. Milmoe, Manager
Date:	02/12/2025

GRAT 1, LLC

Signature:	/s/ William H. Milmoe
Name/Title:	William H. Milmoe, Personal Representative
Date:	02/12/2025

Carl DeSantis Retained Annuity Trust 2

Signature:	/s/ Dean DeSantis
Name/Title:	Dean DeSantis, Trustee
Date:	02/12/2025

Estate of Carl DeSantis

Signature:	/s/ Dean DeSantis
Name/Title:	Dean DeSantis, Personal Representative
Date:	02/12/2025

Exhibit Information

99.1: Joint Filing Agreement