Form 4: ROMP CHARLES R reports acquisition/exercise transactions in CELC

Rhea-AI Filing Summary

ROMP CHARLES R reported acquisition or exercise transactions in a Form 4 filing for CELC. The filing lists transactions totaling 215 shares. Following the reported transactions, holdings were 215 shares.

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

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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^*

ROMP CHARLES R

(Last) (First) (Middle)

16305 36TH AVE N

SUITE 100

(Street)

MINNEAPOLIS MN 55446

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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

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

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	02/11/2026		A		215(1)	A	$0	215	D

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

Explanation of Responses:

1. Restricted stock that will vest upon the earliest of (i) the 2026 annual meeting of stockholders of Celcuity Inc. or (ii) April 30, 2026.

	/s/ Griffin D. Foster as Attorney-in-Fact for Charles R. Romp pursuant to a Power of Attorney previously filed	02/13/2026
	** 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.

FAQ

What insider transaction did Celcuity (CELC) report for Charles R. Romp?

Celcuity reported that director Charles R. Romp received an award of 215 shares of restricted common stock. The shares were granted at $0 per share, indicating a compensation grant rather than an open-market trade, and are held as direct ownership.

When do Charles R. Romp’s new Celcuity (CELC) restricted shares vest?

The 215 restricted shares granted to Charles R. Romp will vest on the earliest of two dates: Celcuity’s 2026 annual meeting of stockholders or April 30, 2026. This time-based vesting schedules the award firmly around the company’s 2026 governance calendar.

How many Celcuity (CELC) shares does Charles R. Romp own after this Form 4?

After the reported transaction, Charles R. Romp beneficially owns 215 shares of Celcuity common stock. All of these shares come from the reported restricted stock grant and are listed as being held under direct ownership in the Form 4 filing.

Was Charles R. Romp’s Celcuity (CELC) stock transaction a market purchase or a grant?

The filing describes the transaction as an acquisition coded “A,” with a price of $0 per share, which indicates a grant or award of restricted stock, not an open-market purchase or sale on a stock exchange.

What role does Charles R. Romp hold at Celcuity (CELC) in this Form 4?

In the Form 4, Charles R. Romp is identified as a director of Celcuity Inc. He is not listed as an officer or 10% owner. The reported restricted stock grant appears to be part of his director compensation package as disclosed.