Baker Bros. trims Celcuity (CELC) holding by 3.1M shares in open-market sales

Rhea-AI Filing Summary

Entities associated with Baker Bros. Advisors LP, described as former 10% owners of Celcuity Inc., reported open-market sales of a combined 3,100,000 shares of Celcuity common stock at $102.50 per share on July 14, 2026.

Following these transactions, two Baker Bros.-advised funds hold 4,372,852 and 442,940 Celcuity shares, respectively. Julian and Felix Baker and related advisory entities disclaim beneficial ownership except to the extent of any indirect pecuniary interest.

Insider Trade Summary

Net Seller: 3,100,000 shares ($317,750,000)

Net Sell 2 txns

Insider BAKER BROS. ADVISORS LP, Baker Bros. Advisors (GP) LLC, BAKER FELIX, BAKER JULIAN

Role Insider | Insider | Insider | Insider

Sold 3,100,000 shs ($317.75M)

Type	Security	Shares	Price	Value
Sale	Common Stock	261,368	$102.50	$26.79M
Sale	Common Stock	2,838,632	$102.50	$290.96M

Holdings After Transaction: Common Stock — 442,940 shares (Indirect, See Footnotes)

Footnotes (1)

1. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in column 5 of Table I held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Key Figures

Total Shares Sold: 3,100,000 shares Sale Price per Share: $102.50 Shares Sold by First Entity: 2,838,632 shares +3 more

6 metrics

Total Shares Sold 3,100,000 shares Combined open-market sales of Celcuity common stock on 2026-07-14

Sale Price per Share $102.50 Price for both reported open-market sales of Celcuity common stock

Shares Sold by First Entity 2,838,632 shares First reported sale of Celcuity common stock on 2026-07-14

First Entity Holdings After Sale 4,372,852 shares Common stock held following the first reported sale

Shares Sold by Second Entity 261,368 shares Second reported sale of Celcuity common stock on 2026-07-14

Second Entity Holdings After Sale 442,940 shares Common stock held following the second reported sale

Key Terms

indirect pecuniary interest, asset-based management fee, disclaim beneficial ownership

3 terms

indirect pecuniary interest financial

"each may be deemed to have an indirect pecuniary interest in common stock"

asset-based management fee financial

"the Adviser receives an asset-based management fee that does not confer any pecuniary interest"

disclaim beneficial ownership regulatory

"Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/16/2026 - 05:42 PM Accepted by SEC EDGAR 07/16/2026 - 05:42 PM Learn about SEC filing dates

FAQ

What insider transaction did Baker Bros. entities report for Celcuity (CELC)?

Baker Bros.-affiliated funds reported selling 3,100,000 Celcuity common shares at $102.50 per share in open-market transactions on July 14, 2026. The trades were filed jointly by Baker Bros. Advisors LP and related entities as former 10% owners.

How many Celcuity (CELC) shares remain held by Baker Bros.-advised funds after the sale?

After the reported sales, one Baker Bros.-advised fund holds 4,372,852 Celcuity shares and another holds 442,940 shares. These balances are shown in the post-transaction holdings column for the two reported open-market sale entries.

At what price were the Celcuity (CELC) shares sold by Baker Bros.-affiliated funds?

Both reported transactions show an open-market sale price of $102.50 per Celcuity common share. This price applies to the sale of 2,838,632 shares in one fund and 261,368 shares in the other, totaling 3,100,000 shares.

Who is considered to have an interest in the Celcuity (CELC) shares sold and held?

The shares are held directly by limited partnerships advised by Baker Bros. Advisors LP. Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest through their interests in these funds and related general partners.

Do Baker Bros. Advisors LP and the Baker brothers claim full beneficial ownership of Celcuity (CELC) shares?

No. The filing states that Julian C. Baker, Felix J. Baker, Baker Bros. Advisors LP, and its general partner disclaim beneficial ownership of securities held by the funds, except to the extent of any pecuniary interest they may have in those holdings.

What role does Baker Bros. Advisors LP play in managing Celcuity (CELC) positions?

Baker Bros. Advisors LP acts as investment adviser to the limited partnership funds that hold Celcuity shares and has complete discretion over investment and voting power for those securities. It receives an asset-based management fee that does not itself confer pecuniary interest.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Celcuity Inc. [ CELC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% owner

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/14/2026		S		261,368	D	$102.5	442,940	I	See Footnotes(1)(2)(3)
Common Stock	07/14/2026		S		2,838,632	D	$102.5	4,372,852	I	See Footnotes(2)(3)(4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% owner

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% owner

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% owner

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last) (First) (Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% owner

Explanation of Responses:

1. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in column 5 of Table I held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

2. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

3. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

4. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Remarks:

On July 14, 2026, Baker Bros. Advisors LP on behalf of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"), submitted written notice to Celcuity Inc. (the "Issuer") to set the beneficial ownership limitation (the "Maximum Percentage") with respect to 481,437 and 5,666,350 prefunded warrants to purchase common stock of the Issuer ("Common Stock") at an exercise price of $0.001 per share held by 667 and Life Sciences, respectively, at 9.99%. As a result of the transactions reported herein and the setting of the Maximum Percentage at 9.99%, the reporting persons no longer beneficially own greater than 10% of the Common Stock.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	07/16/2026
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	07/16/2026
	/s/ Felix J. Baker	07/16/2026
	/s/ Julian C. Baker	07/16/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)