Brightstone fund tied to Celcuity (CELC) director sells 25,000 shares under plan

Rhea-AI Filing Summary

Celcuity Inc. director-associated fund sells shares under trading plan

Brightstone Venture Capital Fund, LP, an entity associated with Celcuity director David Dalvey, executed an open-market sale of 25,000 shares of Celcuity common stock on May 4, 2026 at an average price of $140.68 per share.

After this transaction, Brightstone remained the indirect owner of 65,000 Celcuity shares. The sale was carried out pursuant to a pre-arranged Rule 10b5-1 trading plan adopted by Brightstone, indicating the trades were scheduled in advance rather than timed discretionarily by the manager.

Insights

Equity ownership & insider trading analyst

Pre-planned fund sale; director-linked entity still holds sizable stake.

The filing shows Brightstone Venture Capital Fund, LP, where director David Dalvey is General Partner, sold 25,000 Celcuity shares at $140.68 each. This is an open-market sale by an investment fund, not a direct personal trade by the director.

Post-transaction, Brightstone still indirectly holds 65,000 shares, so the fund retains a meaningful position. The sale was made under a Rule 10b5-1 trading plan adopted earlier, suggesting these trades were pre-scheduled, which typically makes the exact timing less informative about views on the stock.

Insider Trade Summary 10b5-1

Net Seller: 25,000 shares ($3,517,000)

Net Sell 1 txn

Insider Dalvey David

Role null

Sold 25,000 shs ($3.52M)

Type	Security	Shares	Price	Value
Sale	Common Stock	25,000	$140.68	$3.52M

Holdings After Transaction: Common Stock — 65,000 shares (Indirect, By Brightstone Venture Capital Fund, LP)

Footnotes (1)

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Brightstone Venture Capital Fund, LP ("Brightstone") on August 19, 2025. The reporting person is the General Partner of Brightstone.

Key Figures

Shares sold: 25,000 shares Sale price: $140.68 per share Shares held after sale: 65,000 shares +1 more

4 metrics

Shares sold 25,000 shares Open-market sale of Celcuity common stock on May 4, 2026

Sale price $140.68 per share Average price for the 25,000 shares sold

Shares held after sale 65,000 shares Indirect holdings by Brightstone Venture Capital Fund, LP after transaction

Net share change -25,000 shares Net selling activity in this Form 4

Key Terms

Rule 10b5-1 trading plan, open-market sale, indirect ownership, General Partner

4 terms

Rule 10b5-1 trading plan regulatory

"These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Brightstone Venture Capital Fund, LP"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

""ownership_type": "indirect""

General Partner financial

"The reporting person is the General Partner of Brightstone."

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

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).

X

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^*

Dalvey David

(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)
05/04/2026

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
Common Stock	05/04/2026		S(1)		25,000	D	$140.68	65,000	I	By Brightstone Venture Capital Fund, LP(2)

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. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Brightstone Venture Capital Fund, LP ("Brightstone") on August 19, 2025.

2. The reporting person is the General Partner of Brightstone.

	/s/ Griffin D. Foster as Attorney-in-Fact for David F. Dalvey pursuant to a Power of Attorney previously filed	05/06/2026
	** 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 Inc. (CELC) report in this Form 4?

Celcuity reported that Brightstone Venture Capital Fund, LP, an entity associated with director David Dalvey, sold 25,000 shares of Celcuity common stock at an average price of $140.68 per share, executed as an open-market transaction on May 4, 2026.

Who actually sold Celcuity (CELC) shares in this Form 4 filing?

The shares were sold by Brightstone Venture Capital Fund, LP, which holds Celcuity stock indirectly. Director David Dalvey is the General Partner of Brightstone, so the transaction is reported under his name but reflects trading by the fund, not a direct personal sale.

How many Celcuity (CELC) shares did Brightstone sell and at what price?

Brightstone Venture Capital Fund, LP sold 25,000 shares of Celcuity common stock. The shares were sold in an open-market transaction at an average price of $140.68 per share, as disclosed in the Form 4 insider trading report.

How many Celcuity (CELC) shares does Brightstone hold after this transaction?

Following the sale, Brightstone Venture Capital Fund, LP indirectly holds 65,000 shares of Celcuity common stock. This remaining position, disclosed in the Form 4, shows the fund continues to maintain a significant equity stake in the company after the transaction.

Was the Celcuity (CELC) insider sale made under a Rule 10b5-1 trading plan?

Yes. The Form 4 footnotes state the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Brightstone Venture Capital Fund, LP. Such plans pre-schedule trades, meaning the timing is set in advance rather than chosen opportunistically.

Is this Celcuity (CELC) Form 4 transaction a buy or a sell?

This Form 4 reflects a sell transaction. Brightstone Venture Capital Fund, LP, an entity associated with director David Dalvey, executed an open-market sale of 25,000 Celcuity common shares, reducing the fund’s holdings to 65,000 shares held indirectly after the trade.