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Baker Bros.-advised funds boost Celcuity Inc. (CELC) stake by 170,100 shares

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Baker Bros. Advisors LP, as adviser to investment funds holding Celcuity, reported open-market purchases of 170,100 shares of Celcuity Inc. common stock on September 8, 2025 at weighted average prices of $56.2200 and $58.0236 per share. After these trades, the funds held 7,211,484 shares indirectly, with Julian and Felix Baker having only an indirect pecuniary interest in these securities.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Multiple sizeable purchases by Baker Bros.-affiliated funds and principals were reported, reflecting increased indirect holdings through funds.

The Form 4 documents aggregate acquisitions of Celcuity common stock on 09/08/2025 executed by two affiliated funds at weighted average prices reported in two ranges. The filing details that the Adviser (Baker Bros. Advisors LP) has discretion over the funds' investments and that Julian C. Baker and Felix J. Baker may be deemed to have indirect pecuniary interests through their roles and ownership structures. The transactions are recorded as acquisitions with no dispositions reported. This is a routine Section 16 disclosure of insider-affiliated fund purchases; the filing includes weighted-average price ranges and clarifying footnotes regarding ownership and agency relationships.

TL;DR: Disclosure includes clear allocation of investment and voting authority and customary beneficial ownership disclaimers.

The filing provides standard governance disclosures: the Adviser receives asset-based fees but disclaims pecuniary ownership, the Adviser GP is the Adviser's general partner, and the named individuals are managing members. Footnotes clarify relinquishment of discretion by the funds' general partners to the Adviser and disclaimers of beneficial ownership except for pecuniary interest. Signatures from the Adviser and principals are included, meeting Section 16 reporting formalities. The structure and wording align with typical adviser/fund insider reporting practices.

Insider BAKER BROS. ADVISORS LP, Baker Bros. Advisors (GP) LLC, BAKER FELIX, BAKER JULIAN
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner
Bought 170,100 shs ($9.57M)
Type Security Shares Price Value
Purchase Common Stock 13,976 $56.22 $786K
Purchase Common Stock 151,524 $56.22 $8.52M
Purchase Common Stock 388 $58.0236 $23K
Purchase Common Stock 4,212 $58.0236 $244K
Holdings After Transaction: Common Stock — 7,211,484 shares (Indirect, See Footnotes)
Footnotes (6)
  1. F1. The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Celcuity Inc. (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $56.215 to $56.22, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
  2. F2. 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, 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 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.
  3. F3. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 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.
  4. F4. 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.
  5. F5. 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.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $57.89 to $58.14, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
Total shares purchased 170,100 shares Common stock bought indirectly on September 8, 2025
Weighted average price 1 $56.2200 per share Price for part of the September 8, 2025 purchases
Weighted average price 2 $58.0236 per share Price for additional September 8, 2025 purchases
Post-transaction holdings 7,211,484 shares Indirect Celcuity common stock position after the reported trades
Price range footnote 1 $56.215 to $56.22 Range of trade prices referenced for some purchases
Price range footnote 2 $57.89 to $58.14 Range of trade prices referenced for other purchases
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
pecuniary interest financial
"each may be deemed to have an indirect pecuniary interest in Common Stock"
beneficial ownership regulatory
"disclaim beneficial ownership of the securities held directly by the Funds"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
asset-based management fee financial
"the Adviser receives an asset-based management fee"
investment and voting power regulatory
"complete and unlimited discretion and authority with respect to the investment and voting power"

FAQ

How many Celcuity (CELC) shares did Baker Bros.-advised funds purchase?
Baker Bros.-advised funds purchased 170,100 shares of Celcuity Inc. common stock on September 8, 2025 in four indirect transactions. These were open-market trades executed at weighted average prices of $56.2200 and $58.0236 per share, as disclosed in the filing.

What is the total Celcuity (CELC) stake reported after these Form 4 trades?
After the reported transactions, investment funds related to the filers held 7,211,484 shares of Celcuity common stock indirectly. This post-transaction position reflects the holdings of funds for which Baker Bros. Advisors LP serves as investment adviser with full investment and voting discretion.

At what prices did the Celcuity (CELC) shares trade in the reported transactions?
The filing reports weighted average purchase prices of $56.2200 and $58.0236 per share for Celcuity common stock. Footnotes state individual trades occurred in ranges from $56.215 to $56.22 and $57.89 to $58.14, with detailed price breakdowns available on request.

Who actually holds the Celcuity (CELC) shares reported in this Form 4?
The Celcuity shares are held directly by investment funds 667, L.P. and Baker Brothers Life Sciences, L.P.. Baker Bros. Advisors LP advises these funds and has discretion over investment and voting power, while Julian and Felix Baker have an indirect pecuniary interest only.

Do Julian and Felix Baker claim full beneficial ownership of Celcuity (CELC) shares?
No. The filing states Julian C. Baker, Felix J. Baker, the adviser and its general partner disclaim beneficial ownership of Celcuity securities held by the funds, except to the extent of their pecuniary interest. Their interest is indirect, through ownership in the funds’ general partners.

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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*
BAKER BROS. ADVISORS LP
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 09/08/2025 P 13,976 A $56.22(1) 703,920 I See Footnotes(2)(3)(4)
Common Stock 09/08/2025 P 151,524 A $56.22(1) 7,207,272 I See Footnotes(3)(4)(5)
Common Stock 09/08/2025 P 388 A $58.0236(6) 704,308 I See Footnotes(2)(3)(4)
Common Stock 09/08/2025 P 4,212 A $58.0236(6) 7,211,484 I See Footnotes(3)(4)(5)
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 NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BAKER FELIX
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BAKER JULIAN
(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NY 10014
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Celcuity Inc. (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $56.215 to $56.22, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
2. 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, 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 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.
3. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 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.
4. 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.
5. 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.
6. The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $57.89 to $58.14, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 09/10/2025
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 09/10/2025
/s/ Felix J. Baker 09/10/2025
/s/ Julian C. Baker 09/10/2025
** 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.

Source: View Original Filing on SEC EDGAR