[Form 4] Celcuity Inc. Insider Trading Activity

Rhea-AI Filing Summary

Richard J. Nigon, a director of Celcuity Inc. (CELC), reported two related transactions on 09/11/2025 increasing his beneficial ownership. He acquired 4,672 common shares at $7.5628 and separately acquired 3,245 common shares at $7.5628. After the first reported purchase his beneficial ownership was 105,765 shares and after the second it was 109,010 shares, shown as direct holdings. The filing also reports warrants issued on the same date covering 4,672 and 3,245 shares with exercise-related dates of 01/14/2026 and 05/02/2026, respectively; the form notes those derivative instruments are currently exercisable. The Form 4 was signed by an attorney-in-fact on 09/15/2025.

Insights

Securities Analyst

TL;DR: Director purchases totaling 7,917 shares at $7.5628 increase direct ownership to 109,010 shares; warrants also recorded and currently exercisable.

The filing shows a director-level insider acquiring common stock in two transactions on 09/11/2025 for a combined 7,917 shares at $7.5628 per share, moving reported direct ownership from 101,838 shares (implied) to 109,010 shares according to the sequential ownership figures disclosed. The inclusion of warrants tied to the same share counts and with exercisability noted indicates the reporting captures both immediate equity and associated derivative instruments. For investors, insider purchases by directors are a signal of alignment with shareholder interests, while the warrants introduce potential future dilution if exercised. All conclusions are strictly limited to facts disclosed in the Form 4.

Corporate Governance Expert

TL;DR: Disclosure is straightforward: director-level acquisitions and associated warrants were timely reported and signed by an attorney-in-fact.

The Form 4 documentation is complete for the transactions disclosed: it identifies the reporting person as a director, lists transaction dates, share amounts, prices, and the exercise/expiration information for warrants. The signature block shows the filing was executed by an attorney-in-fact on 09/15/2025. There are no allegations, amendments, or corrective statements in the provided content. This is a routine insider transaction disclosure consistent with 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).

1. Name and Address of Reporting Person^*

NIGON RICHARD

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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
Common Stock	09/11/2025		X		4,672	A	$7.5628	105,765	D
Common Stock	09/11/2025		X		3,245	A	$7.5628	109,010	D

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
Warrants (right to buy)	$7.5628	09/11/2025		X			4,672	(1)	01/14/2026	Common Stock	4,672	$0	0	D
Warrants (right to buy)	$7.5628	09/11/2025		X			3,245	(1)	05/02/2026	Common Stock	3,245	$0	0	D

Explanation of Responses:

1. Currently exercisable.

	/s/ Griffin D. Foster, Attorney-in-Fact for Richard J. Nigon	09/15/2025
	** 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 CELC director Richard J. Nigon report on Form 4?

He reported acquiring 4,672 common shares and 3,245 common shares on 09/11/2025, both at $7.5628 per share, and related warrants covering the same amounts.

How many shares does Richard J. Nigon beneficially own after the reported transactions?

The filing shows beneficial ownership of 105,765 shares after the first reported acquisition and 109,010 shares after the second reported acquisition.

Are the warrants reported in the Form 4 exercisable and what are their dates?

Yes, the Form 4 notes the warrants are currently exercisable with underlying share exercisability dates listed as 01/14/2026 and 05/02/2026 for the respective warrant lots.

What price was paid per share in the reported purchases?

The reported purchase price for each transaction was $7.5628 per share.

When was the Form 4 signed and by whom?

The Form 4 was signed by Griffin D. Foster, Attorney-in-Fact for Richard J. Nigon on 09/15/2025.