CELC Form 4: CEO Sullivan Acquires 104,340 Shares and Warrants

Rhea-AI Filing Summary

Brian F. Sullivan, CEO and Director of Celcuity Inc. (CELC), reported acquisitions on 09/02/2025. The filing shows an acquisition of 104,340 common shares at a price of $8.05 and ownership of 104,340 warrants with an $8.05 exercise price linked to the same 104,340 underlying shares, exercisable by 10/11/2025. Following the transaction, the report lists 1,370,199 shares beneficially owned by Mr. Sullivan directly and indirectly, including holdings attributed to two family trusts (948,042 and 802,742 shares). The filing is signed by an attorney-in-fact on behalf of Mr. Sullivan on 09/04/2025.

Positive

• Reporting person acquired 104,340 common shares at $8.05 on 09/02/2025
• Reporting person acquired 104,340 warrants with an $8.05 exercise price, exercisable by 10/11/2025
• Total reported beneficial ownership of 1,370,199 shares
• Indirect holdings disclosed: 948,042 and 802,742 shares held by two family trusts

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider acquisitions of shares and warrants by the CEO increase his reported beneficial ownership to 1,370,199 shares.

The Form 4 documents a same-day acquisition dated 09/02/2025 of 104,340 common shares at $8.05 and 104,340 warrants with an $8.05 exercise price, exercisable by 10/11/2025. These transactions raise the reporting person’s total reported beneficial ownership to 1,370,199 shares, with additional indirect holdings attributed to two family trusts (948,042 and 802,742 shares respectively). All facts are drawn from the filing; no financial performance or percentage ownership relative to outstanding shares is stated.

Corporate Governance Expert

TL;DR: The CEO filed a Form 4 showing acquisitions and discloses indirect holdings via family trusts; form signed by attorney-in-fact.

The report identifies Mr. Sullivan as both an officer (Chief Executive Officer) and a director and discloses direct and indirect beneficial ownership details. The explanation states he holds voting and dispositive power over the trust-held shares. The form is executed by an attorney-in-fact on 09/04/2025. The filing documents insider transactions and ownership structure as required by Section 16 filings.

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^*

Sullivan Brian F.

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		X		104,340	A	$8.05	1,370,199	D
Common Stock								948,042	I(1)	By Family Trust #1
Common Stock								802,742	I(1)	By Family Trust #2

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)	$8.05	09/02/2025		X			104,340	12/09/2022	10/11/2025	Common Stock	104,340	$0	0	D

Explanation of Responses:

1. The Reporting Person holds all voting and dispositive power with respect to the securities held by the trusts and is the beneficial owner of these securities.

	/s/ Griffin D. Foster as Attorney-in-Fact for Brian F. Sullivan	09/04/2025
	** 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 insider transactions did Brian F. Sullivan report on Form 4 for CELC?

The Form 4 reports acquisition on 09/02/2025 of 104,340 common shares at $8.05 and 104,340 warrants with an $8.05 exercise price.

How many Celcuity (CELC) shares does Brian F. Sullivan beneficially own after the reported transaction?

The filing reports 1,370,199 shares beneficially owned following the reported transaction, including direct and indirect holdings.

Are there trust holdings disclosed in the CELC Form 4 for Brian F. Sullivan?

Yes. The Form 4 lists indirect holdings of 948,042 shares by Family Trust #1 and 802,742 shares by Family Trust #2.

What are the exercise and expiration details for the warrants reported by the CELC insider?

The warrants have an $8.05 exercise price, are linked to 104,340 underlying shares, and show an exercisable/expiration reference of 10/11/2025 in the filing.

Who signed the Form 4 for Brian F. Sullivan and when was it signed?

The Form 4 is signed by Griffin D. Foster as Attorney-in-Fact for Brian F. Sullivan and dated 09/04/2025.