NEA group reports 4.9% Celcuity (CELC) stake and March 2026 trades

Rhea-AI Filing Summary

Celcuity Inc. (CELC) received an updated ownership filing from New Enterprise Associates–affiliated entities and managers. Growth Equity Opportunities 18 VGE, LLC is the record holder of 2,285,561 shares of Celcuity common stock, representing 4.9% of the class based on 46,271,259 shares outstanding as of November 6, 2025.

On March 5, 2026, GEO distributed 625,000 Celcuity shares to NEA 18 Venture Growth Equity, L.P., which then distributed them pro rata to its general and limited partners for no consideration. NEA Partners 18 VGE received 9,375 shares and distributed them, with 9,375 shares received by an entity for which Anthony A. Florence Jr., Mohamad H. Makhzoumi and Scott D. Sandell may be deemed beneficial owners; those shares were sold on March 6, 2026 as detailed in Schedule A.

The filing notes that the NEA-related reporting persons may dispose of additional Celcuity shares depending on market conditions and other factors, and each reporting person disclaims beneficial ownership of shares other than those held of record. The amendment also confirms no relevant securities law judgments against the reporting persons in the past five years.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Celcuity Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

Stephanie Brecher
New Enterprise Associates, 1954 Greenspring Drive, Suite 600
Timonium, MD, 21093
(410)842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Growth Equity Opportunities 18 VGE, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

NEA 18 Venture Growth Equity, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

NEA Partners 18 VGE, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

NEA 18 VGE GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Ali Behbahani

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Carmen Chang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Anthony A. Florence, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Mohamad H. Makhzoumi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Edward T. Mathers

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Scott D. Sandell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Paul Walker

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Rick Yang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,285,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,285,561.00

11

Aggregate amount beneficially owned by each reporting person

2,285,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Celcuity Inc.
(c)	Address of Issuer's Principal Executive Offices: 16305 36th Avenue North, Suite 100, Minneapolis, MINNESOTA , 55446.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") to Schedule 13D amends and supplements the Schedule 13D originally filed on May 24, 2022 (the "Schedule 13D"), Amendment No. 1 thereto filed on September 12, 2022 ("Amendment No. 1"), Amendment No. 2 thereto filed on August 18, 2025 ("Amendment No. 2") and Amendment No. 3 thereto filed on January 16, 2026 ("Amendment No. 3"), relating to the Common Stock of the Issuer. Certain terms used but not defined in this Amendment No. 4 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto).
Item 2.	Identity and Background
(a)	Growth Equity Opportunities 18 VGE, LLC ("GEO"); NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), which is the sole member of GEO; NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"), which is the sole general partner of NEA 18 VGE; and NEA 18 VGE GP, LLC ("NEA 18 VGE LLC" and, together with NEA Partners 18 VGE, the "Control Entities"), which is the sole general partner of NEA Partners 18 VGE; and Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Edward T. Mathers ("Mathers"), Scott D. Sandell ("Sandell"), Paul Walker ("Walker") and Rick Yang ("Yang") (together, the "Managers"). The Managers are the managers of NEA 18 VGE LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	The address of the principal business office of GEO, NEA 18 VGE, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21093. The address of the principal business office of Behbahani, Chang, Makhzoumi, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence and Mathers is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, New York 10011.
(c)	The principal business of GEO and NEA 18 VGE is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 18 VGE is to act as the sole general partner of NEA 18 VGE. The principal business of NEA 18 VGE LLC is to act as the sole general partner of NEA Partners 18 VGE. The principal business of each of the Managers is to manage the Control Entities, NEA 18 VGE, GEO and a number of affiliated partnerships with similar businesses.
(d)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	GEO and NEA 18 VGE LLC are limited liability companies organized under the laws of the State of Delaware. NEA 18 VGE and NEA Partners 18 VGE are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	The information provided and incorporated by reference in Item 5(c) is hereby incorporated by reference. Depending on market conditions and other factors, GEO and other Reporting Persons may dispose of additional shares of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	GEO is the record owner of 2,285,561 shares of Common Stock of the Issuer (the "GEO Shares"). As the sole member of GEO, NEA 18 VGE may be deemed to own beneficially the GEO Shares. As the general partner of NEA 18 VGE, NEA Partners 18 VGE may be deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 18 VGE, NEA 18 VGE LLC may be deemed to own beneficially the GEO Shares. As members of NEA 18 VGE LLC, each of the Managers may be deemed to own beneficially the GEO Shares. Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 46,271,259 shares of Common Stock reported by the Issuer to be outstanding as of November 6, 2025, on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025.
(b)	Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
(c)	On March 5, 2026, GEO made a distribution of 625,000 shares of Common Stock of the Issuer to NEA 18 VGE, which made a pro rata distribution of the shares to its general partner and limited partners for no consideration (the "Distribution"). NEA Partners 18 VGE acquired 9,375 shares of Common Stock of the Issuer as a result of the Distribution and, subsequent to the Distribution, on March 5, 2026, made a distribution of the shares of Common Stock of the Issuer for no consideration, of which 9,375 shares were received by an entity for which Florence, Makhzoumi and Sandell may be deemed to have beneficial ownership (the "NEA Partners 18 VGE Distribution"). On March 6, 2026, the shares indirectly received by Florence, Makhzoumi and Sandell in the NEA Partners 18 VGE Distribution were sold as set forth on Schedule A. No other transactions in the Issuer's Common Stock were effected by the Reporting Persons since the filing of Amendment No. 3.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.
(e)	March 5, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Schedule A: Transactions. Exhibit 3 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Growth Equity Opportunities 18 VGE, LLC

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	03/09/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	03/09/2026

NEA 18 Venture Growth Equity, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	03/09/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	03/09/2026

NEA Partners 18 VGE, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	03/09/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	03/09/2026

NEA 18 VGE GP, LLC

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	03/09/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	03/09/2026

Ali Behbahani

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Ali Behbahani
Date:	03/09/2026

Carmen Chang

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Carmen Chang
Date:	03/09/2026

Anthony A. Florence, Jr.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr.
Date:	03/09/2026

Mohamad H. Makhzoumi

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi
Date:	03/09/2026

Edward T. Mathers

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Edward T. Mathers
Date:	03/09/2026

Scott D. Sandell

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Scott D. Sandell
Date:	03/09/2026

Paul Walker

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Paul Walker
Date:	03/09/2026

Rick Yang

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Rick Yang
Date:	03/09/2026

Comments accompanying signature:

This Amendment No. 4 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 3.

FAQ

What ownership stake in Celcuity (CELC) do the NEA reporting persons disclose in this Schedule 13D/A?

The reporting persons disclose beneficial ownership of 2,285,561 Celcuity common shares, equal to 4.9% of the outstanding class. The percentage is based on 46,271,259 shares outstanding as of November 6, 2025, as reported in Celcuity’s Form 10-Q filed November 13, 2025.

What transactions involving Celcuity (CELC) shares occurred on March 5 and March 6, 2026?

On March 5, 2026, 625,000 Celcuity shares were distributed by GEO to NEA 18 VGE, then pro rata to partners for no consideration. NEA Partners 18 VGE received 9,375 shares, which were later sold on March 6, 2026 after being distributed to an associated entity.

Who are the reporting persons named in the Celcuity (CELC) Schedule 13D/A Amendment No. 4?

Reporting persons include GEO, NEA 18 Venture Growth Equity, NEA Partners 18 VGE, NEA 18 VGE GP, and individual managers Ali Behbahani, Carmen Chang, Anthony A. Florence Jr., Mohamad H. Makhzoumi, Edward T. Mathers, Scott D. Sandell, Paul Walker, and Rick Yang, all acting as a coordinated group.

How do the NEA reporting persons calculate their percentage ownership of Celcuity (CELC)?

The reported 4.9% ownership is calculated by dividing the 2,285,561 shares they may be deemed to beneficially own by 46,271,259 Celcuity shares outstanding as of November 6, 2025. That outstanding share figure comes from Celcuity’s Form 10-Q filed on November 13, 2025.

Does the Celcuity (CELC) Schedule 13D/A indicate that NEA may sell additional shares?

Yes. The filing states that GEO and other reporting persons may dispose of additional Celcuity shares depending on market conditions and other factors. It also notes recent distributions and a subsequent sale of 9,375 shares by an entity associated with certain managers.

What type of security and issuer are covered by this Celcuity (CELC) Schedule 13D/A?

The filing covers Celcuity Inc., whose principal executive offices are in Minneapolis, Minnesota, and its common stock with $0.001 par value per share. The disclosure reflects updated beneficial ownership information for New Enterprise Associates–affiliated entities and managers holding Celcuity common shares.

Do the NEA reporting persons claim full beneficial ownership of all Celcuity (CELC) shares mentioned?

No. While they may be deemed to beneficially own the 2,285,561 GEO shares through various control relationships, each reporting person disclaims beneficial ownership of any Celcuity shares other than those held of record in their own name or entity.