Celcuity (NASDAQ: CELC) director reports bona fide gifts of 28,096 stock options

Rhea-AI Filing Summary

Celcuity Inc. director Polly A. Murphy reported gifting stock options linked to Celcuity common stock. On 2026-06-10, she made bona fide gift transfers totaling 28,096 stock options, each with an exercise price of $10.69 per share and an expiration date of May 19, 2035.

One transaction involved 14,048 options held indirectly through a trust, which continued to hold 14,048 options after the gift. A separate gift of 14,048 directly held options left her with zero directly held options from this grant, while she and her spouse remain trustees and beneficiaries of the trust that holds the indirect position.

Insider Trade Summary

28,096 shares gifted

Mixed 2 txns

Insider Murphy Polly A.

Role null

Type	Security	Shares	Price	Value
Gift	Stock Option (right to buy)	14,048	$0.00	--
Gift	Stock Option (right to buy)	14,048	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct, null); Stock Option (right to buy) — 14,048 shares (Indirect, By Trust)

Footnotes (1)

1. 100% vested. The reporting person and her spouse are the trustees and beneficiaries. The reporting person continues to beneficially own these securities held by the trust.

Key Figures

Options gifted total: 28,096 stock options Per-transaction options: 14,048 stock options Exercise price: $10.69 per share +3 more

6 metrics

Options gifted total 28,096 stock options Bona fide gifts on 2026-06-10

Per-transaction options 14,048 stock options Each of two gift transactions

Exercise price $10.69 per share Stock option conversion price

Expiration date May 19, 2035 Option term end date

Indirect options after gift 14,048 stock options Held by trust following transaction

Direct options after gift 0 stock options Directly held from this grant after transaction

Key Terms

Stock Option (right to buy), Bona fide gift, indirect, beneficially own, +1 more

5 terms

Stock Option (right to buy) financial

"security_title: Stock Option (right to buy)"

Bona fide gift financial

"transaction_code_description: Bona fide gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

indirect financial

"ownership_type: indirect; nature_of_ownership: By Trust"

beneficially own financial

"The reporting person continues to beneficially own these securities held by the trust."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

trustees and beneficiaries financial

"The reporting person and her spouse are the trustees and beneficiaries."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Murphy Polly A.

(Last) (First) (Middle)

2800 CAMPUS DRIVE

SUITE 140

(Street)

MINNEAPOLIS MINNESOTA 55441

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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

X	Form filed by One Reporting Person
	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

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
Stock Option (right to buy)	$10.69	06/10/2026		G			14,048	(1)	05/19/2035	Common Stock	14,048	$0	0	D
Stock Option (right to buy)	$10.69	06/10/2026		G		14,048		(1)	05/19/2035	Common Stock	14,048	$0	14,048	I	By Trust(2)

Explanation of Responses:

1. 100% vested.

2. The reporting person and her spouse are the trustees and beneficiaries. The reporting person continues to beneficially own these securities held by the trust.

	/s/ Griffin D. Foster, Attorney-in-Fact for Polly A. Murphy pursuant to a Power of Attorney previously filed	06/12/2026
	** 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)

FAQ

What insider transaction did Celcuity (CELC) director Polly A. Murphy report?

Polly A. Murphy reported bona fide gifts of Celcuity stock options. On 2026-06-10, she disposed of option positions through two gift transactions, involving both directly held options and options held indirectly through a trust.

How many Celcuity (CELC) stock options were transferred in Murphy’s Form 4 filing?

Murphy gifted a total of 28,096 stock options tied to Celcuity common stock. The Form 4 shows two transactions of 14,048 options each, classified as bona fide gifts rather than market sales or purchases.

What is the exercise price and expiration date of Murphy’s Celcuity stock options?

The reported stock options have an exercise price of $10.69 per share and expire on May 19, 2035. These terms apply to the 28,096 options involved in the gift transactions disclosed in the Form 4.

Did Polly A. Murphy sell Celcuity (CELC) shares in the open market?

No, Murphy did not sell shares in the open market. The Form 4 reports code “G” transactions, which are bona fide gifts of stock options, not open-market sales or purchases, and therefore do not reflect trading activity for cash.

How are Murphy’s Celcuity options held after the reported gift transactions?

After the transactions, 14,048 options are held indirectly through a trust, while directly held options from this grant are shown as zero. A footnote states she and her spouse are trustees and beneficiaries, and she continues to beneficially own securities held by the trust.

What does the trust footnote mean in Murphy’s Celcuity Form 4?

The footnote explains that Murphy and her spouse are trustees and beneficiaries of the trust that holds options. It states she continues to beneficially own the securities held by the trust, clarifying that the indirect holdings remain associated with her economic interest.