Celcuity stake: BofA reports 6.5% ownership

Bank of America Corporation, through several wholly owned subsidiaries, reports beneficial ownership of Celcuity Inc. common stock.

Rhea-AI Filing Summary

Bank of America Corporation, through several wholly owned subsidiaries, reports beneficial ownership of Celcuity Inc. common stock. The filing states beneficial ownership of 3,170,198 shares of Celcuity common stock, representing 6.5% of the class, based on 48,766,288 shares outstanding as reported by Celcuity as of May 7, 2026.

Bank of America and its subsidiaries report no sole voting or dispositive power, but shared voting power over 3,143,687 shares and shared dispositive power over 3,144,064 shares

Key Figures

Beneficially owned shares: 3,170,198 shares Percent of class: 6.5% Shared voting power: 3,143,687 shares +2 more

5 metrics

Beneficially owned shares 3,170,198 shares Celcuity common stock beneficially owned by Bank of America and subsidiaries

Percent of class 6.5% Portion of Celcuity common stock class attributed to Bank of America

Shared voting power 3,143,687 shares Celcuity shares over which Bank of America reports shared voting power

Shared dispositive power 3,144,064 shares Celcuity shares over which Bank of America reports shared dispositive power

Shares outstanding baseline 48,766,288 shares Celcuity shares outstanding as of May 7, 2026, used to compute ownership

Key Terms

beneficial ownership, shared voting power, shared dispositive power, parent holding company, +1 more

5 terms

beneficial ownership financial

"The beneficial ownership calculation relies on the 48,766,288 outstanding shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power financial

"Shared Voting Power 3,143,687.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 3,144,064.00"

parent holding company regulatory

"If a parent holding company has filed this schedule"

broker dealer registered under section 15 of the Act regulatory

"a broker dealer registered under section 15 of the Act"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Celcuity Inc. (CELC) does Bank of America report owning?

Bank of America reports beneficial ownership of 6.5% of Celcuity Inc.’s common stock. This percentage is calculated using 48,766,288 shares outstanding, as reported by Celcuity in its Form 10-Q for shares outstanding as of May 7, 2026.

How many Celcuity Inc. (CELC) shares does Bank of America beneficially own?

Bank of America reports beneficial ownership of 3,170,198 Celcuity common shares. This figure includes positions held through its wholly owned subsidiaries and is the basis for the 6.5% ownership stake disclosed in the Schedule 13G filing.

What voting power does Bank of America report over Celcuity Inc. (CELC) shares?

Bank of America reports 0 shares with sole voting power and 3,143,687 shares with shared voting power. This means voting authority over Celcuity shares is held on a shared basis through its subsidiaries rather than solely by Bank of America.

What dispositive power does Bank of America have over Celcuity Inc. (CELC) shares?

The filing shows 0 shares with sole dispositive power and 3,144,064 shares with shared dispositive power. Dispositive power refers to the authority to dispose of or direct the disposition of Celcuity common stock held through Bank of America’s subsidiaries.

Which Bank of America subsidiaries hold Celcuity Inc. (CELC) shares reported on this Schedule 13G?

The reported Celcuity shares are held through subsidiaries including BofA Securities, Inc., Bank of America N.A., Merrill Lynch International, Merrill Lynch Pierce Fenner & Smith, Inc., and U.S. Trust Co of Delaware, each classified under applicable securities laws.

How was Bank of America’s 6.5% ownership in Celcuity Inc. (CELC) calculated?

The 6.5% ownership is based on 48,766,288 Celcuity shares outstanding, as disclosed in Celcuity’s Form 10-Q filed May 14, 2026, which reports share totals as of May 7, 2026. Bank of America’s 3,170,198 shares are measured against that total.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 03:42 PM Accepted by SEC EDGAR 08/11/2026 - 03:41 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Celcuity Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

15102K100

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 15102K100

1

Names of Reporting Persons

BANK OF AMERICA CORP /DE/

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,143,687.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,144,064.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,170,198.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.5 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: The beneficial ownership calculation relies on the 48,766,288 outstanding shares disclosed in the Form 10-Q by the issuer on May 14, 2026, which reports share totals as of May 7, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Celcuity Inc.
(b)	Address of issuer's principal executive offices: 16305 36TH AVENUE N, SUITE 100, MINNEAPOLIS, MINNESOTA, 55446.
Item 2.
(a)	Name of person filing: BANK OF AMERICA CORP /DE/
(b)	Address or principal business office or, if none, residence: 100 N TRYON ST CHARLOTTE, NC 28255
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 15102K100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,170,198.00
(b)	Percent of class: 6.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0.00
	(ii) Shared power to vote or to direct the vote: 3,143,687.00
	(iii) Sole power to dispose or to direct the disposition of: 0.00
	(iv) Shared power to dispose or to direct the disposition of: 3,144,064.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. This statement on Schedule 13G is being filed by Bank of America Corporation on behalf of itself and its wholly owned subsidiaries BofA Securities, Inc., a broker dealer registered under section 15 of the Act (15 U.S.C. 78o); Bank of America N.A., a bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); Merrill Lynch International, a non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J); Merrill Lynch Pierce Fenner & Smith, Inc., a broker dealer registered under section 15 of the Act (15 U.S.C. 78o); and U.S. Trust Co of Delaware, a corporation which holding does not exceed one percent of the reported securities.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

BANK OF AMERICA CORP /DE/

Signature:	/s/ Monica Yako
Name/Title:	Authorized Signatory
Date:	08/11/2026