Celularity (NASDAQ: CELU) expands severance and equity vesting for top executive

Rhea-AI Filing Summary

Celularity Inc. reported a change to the employment terms of senior executive John Haines, who serves as Senior Executive Vice President, Global Manager and Chief Administrative Officer. The Compensation Committee approved a first amendment to his amended and restated employment agreement on January 16, 2026. The amendment increases his severance period from 12 months to 24 months, extends company-paid COBRA health coverage to 18 months, and provides that any of his equity options scheduled to vest during the 24 months after a termination will now vest immediately upon his termination. This filing focuses on executive severance protections rather than operating or financial results.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2026

Celularity Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38914		83-1702591
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

170 Park Ave Florham Park, New Jersey		07932
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 768-2170

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		CELU		The Nasdaq Stock Market LLC
Warrants, each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share		CELUW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On January 16, 2026, the Compensation Committee of the Board of Directors of Celularity Inc. (the “Company”) approved the First Amendment to the Amended and Restated Employment Agreement of John Haines, the Company’s Senior Executive Vice President, Global Manager and Chief Administrative Officer, (i) increasing the severance period to 24 months from 12 months, (ii) increasing COBRA payment to 18 months and (iii) vesting immediately upon termination the equity options owned by Mr. Haines that would have vested over the 24 month period after the date of termination.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CELULARITY INC.
Dated: January 21, 2026
	By:	/s/ Robert J. Hariri
	Name:	Robert J. Hariri, M.D., Ph.D.
	Title:	Chairman and CEO

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FAQ

What executive compensation change did Celularity Inc. (CELU) disclose?

Celularity Inc. disclosed an amendment to the employment agreement of John Haines, its Senior Executive Vice President, Global Manager and Chief Administrative Officer, enhancing his severance and equity vesting terms.

Who is the Celularity (CELU) executive affected by this 8-K filing?

The changes affect John Haines, who serves as Senior Executive Vice President, Global Manager and Chief Administrative Officer of Celularity Inc..

How did Celularity change John Haines' severance period?

Celularity increased John Haines' severance period to 24 months, up from 12 months, under the first amendment to his amended and restated employment agreement.

What COBRA health coverage terms were updated for John Haines at Celularity?

The amendment increases COBRA payment coverage for John Haines to 18 months, meaning the company will cover COBRA premiums for that duration following a qualifying termination.

How does the amendment affect equity option vesting for John Haines at Celularity?

If John Haines' employment is terminated, any equity options that would have vested over the 24 months after the termination date will now vest immediately upon termination.

Does this Celularity 8-K include financial results or earnings data?

No, this 8-K focuses on changes to an executive employment agreement and does not present revenue, earnings, or other operating results.