Celcuity CFO awarded 26,000 stock units

Q: What equity awards did Celcuity (CELC) CFO Vicky Hahne receive on this Form 4?

Vicky Hahne received 10,000 Performance Stock Units and 16,000 shares of common stock as equity awards. The common stock award vests in four equal annual installments following the grant date, subject to continued service conditions.

Q: How do the Performance Stock Units reported for Celcuity (CELC) CFO vest?

The 10,000 Performance Stock Units vest only if Celcuity’s common stock achieves certain specified trailing average per share price thresholds. Each vested unit converts into one share of common stock upon satisfying these performance conditions.

Q: What is the vesting schedule for the 16,000 common shares granted to the Celcuity (CELC) CFO?

For the 16,000 time-based restricted stock units, 25% of the total vests on the first day of the month following each of the first, second, third, and fourth anniversaries of the grant date. This creates a four-year vesting period in equal annual tranches.

Q: What does each Performance Stock Unit represent for Celcuity (CELC) in this filing?

Each Performance Stock Unit represents a contingent right to receive one share of Celcuity common stock. The units vest only upon the company’s stock meeting specified trailing average per share price thresholds, aligning the award with share-price performance.

Celcuity Inc. (CELC) reported that its Chief Financial Officer, Vicky Hahne, acquired equity-based awards on August 14, 2026.

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Rhea-AI Filing Summary

Celcuity Inc. (CELC) reported that its Chief Financial Officer, Vicky Hahne, acquired equity-based awards on August 14, 2026. She received a grant of 10,000 Performance Stock Units, each representing a contingent right to receive one share of Celcuity common stock, which vest only if the common stock reaches specified trailing average per-share price thresholds. She also received 16,000 shares of common stock in the form of time-based restricted stock units, of which 25% vest on the first day of the month following each of the first four anniversaries of the grant date. Following these awards, Hahne directly holds 37,808 shares of common stock, which include 2,948 shares acquired through Celcuity’s employee stock purchase plan.

Insider Trade Summary

Grant/Award: 26,000 shares

Grant/Award 2 txns

Insider Hahne Vicky

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units ^F3	10,000	$0.00	$0.00
Grant/Award	Common Stock ^{F1, F2}	16,000	$0.00	$0.00

Holdings After Transaction: Performance Stock Units — 10,000 contracts (Direct); Common Stock — 37,808 shares (Direct)

Footnotes (3)

F1. 25% of the total number of restricted stock units vests on the first day of the month following each of the first, second, third and fourth anniversaries of the grant date.
F2. Includes 2,948 shares acquired pursuant to the Celcuity Inc. (the "Company") employee stock purchase plan.
F3. Each performance stock unit represents a contingent right to receive one share of the Company's common stock. The performance stock units vest upon the Company's common stock achieving certain specified trailing average per share price thresholds.

Key Figures

Performance Stock Units granted: 10,000 units Underlying common shares for PSUs: 10,000 shares Time-based restricted stock units granted: 16,000 shares +3 more

6 metrics

Performance Stock Units granted 10,000 units Performance Stock Units granted to CFO on 2026-08-14

Underlying common shares for PSUs 10,000 shares Each Performance Stock Unit represents one share of common stock

Time-based restricted stock units granted 16,000 shares Common stock award vesting 25% after each of four anniversaries

Common shares held after transactions 37,808 shares Direct holdings of Celcuity common stock by CFO after awards

Shares from employee stock purchase plan 2,948 shares Portion of CFO’s holdings acquired under Celcuity’s ESPP

Award grant price $0.00 per share Stated transaction price per share for both equity awards

Key Terms

Performance Stock Units, restricted stock units, employee stock purchase plan, trailing average per share price thresholds

4 terms

Performance Stock Units financial

"Each performance stock unit represents a contingent right to receive one share"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

restricted stock units financial

"25% of the total number of restricted stock units vests on the first day"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

employee stock purchase plan financial

"Includes 2,948 shares acquired pursuant to the Celcuity Inc. employee stock purchase plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Celcuity (CELC) CFO Vicky Hahne receive on this Form 4?

Vicky Hahne received 10,000 Performance Stock Units and 16,000 shares of common stock as equity awards. The common stock award vests in four equal annual installments following the grant date, subject to continued service conditions.

How do the Performance Stock Units reported for Celcuity (CELC) CFO vest?

The 10,000 Performance Stock Units vest only if Celcuity’s common stock achieves certain specified trailing average per share price thresholds. Each vested unit converts into one share of common stock upon satisfying these performance conditions.

What is the vesting schedule for the 16,000 common shares granted to the Celcuity (CELC) CFO?

For the 16,000 time-based restricted stock units, 25% of the total vests on the first day of the month following each of the first, second, third, and fourth anniversaries of the grant date. This creates a four-year vesting period in equal annual tranches.

How many Celcuity (CELC) shares does CFO Vicky Hahne hold after these transactions?

After the reported transactions, Vicky Hahne directly holds 37,808 shares of Celcuity common stock. This total includes 2,948 shares that were acquired through Celcuity Inc.’s employee stock purchase plan.

Were any Celcuity (CELC) shares bought or sold on the open market in this Form 4?

No open-market purchases or sales were reported. The Form 4 reflects grant or award acquisitions of equity (Performance Stock Units and restricted stock units) at a stated price of $0.00 per share, consistent with compensation awards, not market trades.

What does each Performance Stock Unit represent for Celcuity (CELC) in this filing?

Each Performance Stock Unit represents a contingent right to receive one share of Celcuity common stock. The units vest only upon the company’s stock meeting specified trailing average per share price thresholds, aligning the award with share-price performance.

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Available on EDGAR 08/18/2026 - 04:18 PM Accepted by SEC EDGAR 08/18/2026 - 04:17 PM

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^*

Hahne Vicky

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/14/2026		A		16,000⁽¹⁾	A	$0	37,808⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽³⁾	08/14/2026		A		10,000		⁽³⁾	⁽³⁾	Common Stock	10,000	$0	10,000	D

Explanation of Responses:

1. 25% of the total number of restricted stock units vests on the first day of the month following each of the first, second, third and fourth anniversaries of the grant date.

2. Includes 2,948 shares acquired pursuant to the Celcuity Inc. (the "Company") employee stock purchase plan.

3. Each performance stock unit represents a contingent right to receive one share of the Company's common stock. The performance stock units vest upon the Company's common stock achieving certain specified trailing average per share price thresholds.

	/s/ Griffin D. Foster as Attorney-in-Fact for Vicky Hahne	08/18/2026
	** 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)

Source: View Original Filing on SEC EDGAR