[Form 4] Celcuity Inc. Insider Trading Activity

Insider Trade Summary

Net Seller: 109,325 shares

Net Sell 7 txns

Insider Dalvey David

Role Director

Sold 109,325 shs ($4.82M)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,137	$44.3646	$139K
Sale	Common Stock	4,163	$45.2423	$188K
Sale	Common Stock	2,025	$46.0501	$93K
Sale	Common Stock	57,044	$43.2974	$2.47M
Sale	Common Stock	22,377	$44.358	$993K
Sale	Common Stock	16,438	$45.2886	$744K
Sale	Common Stock	4,141	$46.05	$191K

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 125,000 shares (Indirect, By Brightstone Venture Capital Fund, LP)

Footnotes (8)

1. F1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and Brightstone Venture Capital Fund, LP ("Brightstone") on December 13, 2024.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.99 to $44.96, 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 (the "SEC") upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.855, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.05 to $46.06, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.94 to $43.90, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. F6. The reporting person is the General Partner of Brightstone.
7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.97 to $44.96, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.99 to $45.76, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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Accepted by SEC EDGAR 07/30/2025 - 04:15 PM Learn about SEC filing dates

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)
07/28/2025

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	07/28/2025		S(1)		3,137	D	$44.3646(2)	6,188	D
Common Stock	07/28/2025		S(1)		4,163	D	$45.2423(3)	2,025	D
Common Stock	07/28/2025		S(1)		2,025	D	$46.0501(4)	0	D
Common Stock	07/28/2025		S(1)		57,044	D	$43.2974(5)	167,956	I	By Brightstone Venture Capital Fund, LP(6)
Common Stock	07/28/2025		S(1)		22,377	D	$44.358(7)	145,579	I	By Brightstone Venture Capital Fund, LP(6)
Common Stock	07/28/2025		S(1)		16,438	D	$45.2886(8)	129,141	I	By Brightstone Venture Capital Fund, LP(6)
Common Stock	07/28/2025		S(1)		4,141	D	$46.05	125,000	I	By Brightstone Venture Capital Fund, LP(6)

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 the reporting person and Brightstone Venture Capital Fund, LP ("Brightstone") on December 13, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.99 to $44.96, 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 (the "SEC") upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.855, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.05 to $46.06, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.94 to $43.90, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.97 to $44.96, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.99 to $45.76, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	Griffin D. Foster as Attorney-in-Fact for David F. Dalvey pursuant to Power of Attorney previously filed	07/30/2025
	** 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.