Baker Bros.-Affiliated Funds Add to Celcuity (CELC) Stakes at ~$56–$58

Rhea-AI Filing Summary

Celcuity Inc. (CELC) Form 4 summary: Reporting persons associated with Baker Bros. (Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Baker Biotech/ Life Sciences funds, and principals Julian C. Baker and Felix J. Baker) disclosed purchases of Celcuity common stock on 09/08/2025. Multiple purchases were executed at weighted average prices in two ranges: $56.215–$56.22 (reported as $56.22) and $57.89–$58.14 (reported as $58.0236). Reported additional shares acquired include 13,976 and 151,524 shares at ~ $56.22 and 388 and 4,212 shares at ~ $58.02. Beneficial ownership totals reported after these transactions appear as 703,920 and 7,207,272 (after the lower-price trades) and 704,308 and 7,211,484 (after the higher-price trades). The filing explains that the holdings are held directly by the Funds and that the advisers and named individuals may be deemed to have indirect pecuniary interests; signatures are dated 09/10/2025.

Positive

• Insider-affiliated purchases reported: Multiple acquisitions recorded on 09/08/2025 indicating net additions to holdings.
• Transparent pricing disclosure: Weighted average price ranges provided for both sets of trades with willingness to provide per-price breakdowns on request.
• Detailed ownership footnotes: Filing clearly explains adviser, GP and principals' relationships and the basis for indirect pecuniary interest disclosures.
• Properly executed signatures: Form is signed by the Adviser representative and principals with dates provided (09/10/2025).

Negative

• None.

Insights

Securities Analyst

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.

Corporate Governance Expert

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.

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.

FAQ

What transactions did Baker Bros. report on Celcuity (CELC) Form 4?

The Form 4 reports acquisitions on 09/08/2025 of common stock in multiple trades: 13,976 and 151,524 shares at a weighted average ~$56.22 and 388 and 4,212 shares at a weighted average ~$58.02.

Who filed the Form 4 for Celcuity (CELC)?

The filing lists Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Baker Biotech/Life Sciences funds and principals Julian C. Baker and Felix J. Baker as reporting persons.

Do the reporting persons claim direct beneficial ownership of the shares?

The filing states the shares are held directly by the Funds and the Adviser and named individuals disclaim beneficial ownership except to the extent of any pecuniary interest; indirect interests are disclosed in footnotes.

What prices were paid for the reported Celcuity shares?

Trades occurred in two reported price ranges: $56.215–$56.22 (reported as $56.22) and $57.89–$58.14 (reported as $58.0236), with weighted-average prices disclosed.

When was the Form 4 signed and filed?

Signatures on the Form 4 are dated 09/10/2025 and the transactions were reported with transaction date 09/08/2025.