Celcuity (CELC) director-linked fund sells 20,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Celcuity Inc. director David F. Dalvey reported an indirect sale of company stock through Brightstone Venture Capital Fund, LP. On January 27, 2026, Brightstone sold 20,000 shares of Celcuity common stock at a weighted average price of $120.0269 per share. The transaction was executed under a pre-established Rule 10b5-1 trading plan adopted by Brightstone on August 19, 2025. Following this sale, Dalvey is reported as indirectly beneficially owning 90,000 Celcuity shares through Brightstone, where he serves as General Partner.

Insider Trade Summary

Net Seller: 20,000 shares ($2,400,538)

Net Sell 1 txn

Insider Dalvey David

Role Director

Sold 20,000 shs ($2.40M)

Type	Security	Shares	Price	Value
Sale	Common Stock	20,000	$120.0269	$2.40M

Holdings After Transaction: Common Stock — 90,000 shares (Indirect, By Brightstone Venture Capital Fund, LP)

Footnotes (1)

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Brightstone Venture Capital Fund, LP ("Brightstone") on August 19, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.315, inclusive. The reporting person undertakes to provide Celcuity Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reporting person is the General Partner of Brightstone.

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).

X

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^*

Dalvey David

(Last) (First) (Middle)

16305 36TH AVENUE NORTH

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)
01/27/2026

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	01/27/2026		S(1)		20,000	D	$120.0269(2)	90,000	I	By Brightstone Venture Capital Fund, LP(3)

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

Explanation of Responses:

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Brightstone Venture Capital Fund, LP ("Brightstone") on August 19, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.315, inclusive. The reporting person undertakes to provide Celcuity Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reporting person is the General Partner of Brightstone.

	/s/ Griffin D. Foster as Attorney-in-Fact for David F. Dalvey pursuant to a Power of Attorney previously filed	01/29/2026
	** 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.

FAQ

What insider transaction did Celcuity (CELC) disclose in this Form 4?

Celcuity disclosed an indirect sale of 20,000 common shares executed on January 27, 2026 by Brightstone Venture Capital Fund, LP, an entity associated with director David F. Dalvey, at a weighted average price of $120.0269 per share.

Who executed the Celcuity (CELC) share sale reported in this filing?

The sale was executed by Brightstone Venture Capital Fund, LP, which holds Celcuity shares indirectly for director David F. Dalvey. Dalvey is identified as the General Partner of Brightstone, and the ownership is reported as indirect on the Form 4.

How many Celcuity (CELC) shares were sold and at what price?

The filing reports that 20,000 Celcuity common shares were sold at a weighted average price of $120.0269 per share. The sales occurred in multiple trades within a price range from $120.00 to $120.315, inclusive, according to the footnote.

How many Celcuity (CELC) shares does the reporting person own after the sale?

After the reported transaction, the Form 4 shows 90,000 Celcuity common shares beneficially owned indirectly through Brightstone Venture Capital Fund, LP. This post-transaction amount reflects holdings attributed to director David F. Dalvey via the fund.

Was the Celcuity (CELC) share sale part of a trading plan?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted by Brightstone Venture Capital Fund, LP on August 19, 2025. Such plans pre-schedule trades, helping insiders systematically sell shares over time.

What additional pricing details are provided for the Celcuity (CELC) sale?

The Form 4 explains that the $120.0269 figure is a weighted average price. The 20,000 shares were sold in multiple transactions between $120.00 and $120.315. The reporting person offers to provide detailed trade-by-trade pricing information upon request.