[Form 4] Celcuity Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brian F. Sullivan, Chief Executive Officer and Director of Celcuity Inc. (CELC), was granted two stock option awards on 08/18/2025 totaling 400,000 option shares. One option covers 250,000 shares with a $51.57 exercise price; 62,500 of those shares vest on 08/18/2026 and the remaining 187,500 vest monthly thereafter. The second option covers 150,000 shares with a $51.57 exercise price and vests in quarterly 1/4 increments upon the issuer's common stock reaching specified stock-price performance milestones. Both options expire 08/18/2035 and are reported as directly owned following the transactions.

Positive

• Two option grants were disclosed totaling 400,000 option shares to the CEO
• Vesting schedules include both time-based and performance-based conditions, with explicit vesting details
• Exercise price and term are specified: $51.57 strike price and expiration 08/18/2035

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO received time- and performance-based option awards totaling 400,000 shares, disclosed in a Form 4.

The filing documents two option grants to Brian F. Sullivan dated 08/18/2025: a 250,000-share option with time-based vesting (partial vesting on 08/18/2026 and monthly thereafter) and a 150,000-share option tied to stock-price performance milestones with quarterly vesting upon achievement. Both options carry a $51.57 exercise price and expire 08/18/2035. The disclosure is routine for executive equity compensation and appropriately reported by Form 4.

Executive Compensation Analyst

TL;DR: Compensation structure mixes time-based and performance-based vesting across 400,000 options at $51.57 strike.

The award structure combines an initial time-based tranche (62,500 shares vesting after one year, remainder monthly) and a performance tranche tied to share-price targets (vesting in 1/4 increments). Exercise price and ten-year term are specified ($51.57, expiring 08/18/2035). The Form 4 shows direct beneficial ownership post-grant and is signed by an attorney-in-fact on 08/20/2025, fulfilling Section 16 reporting requirements.

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
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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^*

Sullivan Brian F.

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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

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)	$51.57	08/18/2025		A		250,000		(1)	08/18/2035	Common Stock	250,000	$0	250,000	D
Stock Option (right to buy)	$51.57	08/18/2025		A		150,000		(2)	08/18/2035	Common Stock	150,000	$0	150,000	D

Explanation of Responses:

1. 62,500 shares vest on 8/18/2026; the remaining 187,500 shares vest 1/36th per month thereafter.

2. Option vests in 1/4th increments upon Issuer's common stock achieving certain stock price performance milestones.

	/s/ Griffin D. Foster as Attorney-in-Fact for Brian F. Sullivan	08/20/2025
	** 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).
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