[Form 4] Celcuity Inc. Insider Trading Activity

Rhea-AI Filing Summary

Celcuity Inc. reporting person Lance G. Laing, who serves as Chief Science Officer and a director, received a grant of a stock option covering 100,000 shares of common stock exercisable at $51.57 per share. The option grant is dated 08/18/2025, becomes exercisable on that date, and expires on 08/18/2035.

The filing shows Laing beneficially owns 100,000 shares underlying the option on a direct basis. Vesting terms are disclosed: 25,000 shares vest on 08/18/2026 and the remaining 75,000 vest monthly at a rate of 1/36th thereafter. The Form 4 was signed by an attorney-in-fact on behalf of Laing on 08/20/2025.

Positive

• 100,000 share option grant to Chief Science Officer and director Lance G. Laing is disclosed
• Clear vesting schedule: 25,000 shares vest on 08/18/2026 and remaining 75,000 vest monthly thereafter

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider option grant to CSO for 100,000 shares at $51.57; standard multi-year vesting.

The reported grant is a non-derivative option to purchase 100,000 shares at $51.57 with exercisability beginning 08/18/2025 and expiration 08/18/2035. Initial vesting of 25,000 shares occurs one year after grant with the balance vesting monthly thereafter, which aligns executive incentives with multi-year retention. The filing shows direct beneficial ownership of the 100,000 underlying shares following the transaction. This is a routine executive compensation disclosure rather than an operational result; its immediate financial impact on company reporting is limited to disclosure of insider holdings.

Corporate Governance Expert

TL;DR: Grant reflects customary retention-focused vesting and is disclosed under Section 16 reporting rules.

The Form 4 properly discloses the transaction under Section 16. Vesting schedule—an initial one-year tranche followed by monthly vesting—indicates a retention mechanism commonly used in executive equity awards. The filing was executed by an attorney-in-fact, with signature dated 08/20/2025, satisfying procedural filing formalities. The disclosure does not include additional governance actions or amendments beyond the option grant.

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

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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^*

Laing Lance G.

(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 Science 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		100,000		(1)	08/18/2035	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. 25,000 shares vest on 8/18/2026; the remaining 75,000 shares vest 1/36th per month thereafter.

	/s/ Griffin D. Foster as Attorney-in-Fact for Lance G. Laing	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).
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 did Celcuity (CELC) report on the Form 4 filed for Lance G. Laing?

The Form 4 reports a stock option grant for 100,000 shares with an exercise price of $51.57, dated 08/18/2025 and expiring 08/18/2035.

When do the options granted to Lance G. Laing begin to vest?

The filing states 25,000 shares vest on 08/18/2026 and the remaining 75,000 vest at a rate of 1/36th per month thereafter.

How many shares does Lance G. Laing beneficially own following the reported transaction?

The Form 4 shows Laing beneficially owns 100,000 shares underlying the option on a direct basis following the transaction.

What is Lance G. Laing's role at Celcuity as stated in the filing?

The filing identifies Lance G. Laing as a Director and the company's Chief Science Officer.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Griffin D. Foster as Attorney-in-Fact for Lance G. Laing on 08/20/2025.