Celularity (CELU) awards 19,231 RSUs to board director Geoffrey Ling

Rhea-AI Filing Summary

Celularity Inc. reported that director Geoffrey Ling received a grant of 19,231 restricted stock units (RSUs) under the company’s 2021 Equity Incentive Plan on January 12, 2026. Each RSU represents one share of Celularity’s Class A common stock, and the RSUs vest immediately upon grant, meaning the shares are no longer subject to a vesting schedule. Following this equity award, Ling now beneficially owns 256,026 shares of Celularity Class A common stock in total, reflecting a routine update to his equity-based director compensation.

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^*

Ling Geoffrey M.D.

(Last) (First) (Middle)

C/O CELULARITY INC.

170 PARK AVENUE

(Street)

FLORHAM PARK NJ 07932

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Celularity Inc [ CELU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/14/2026

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
Class A Common Stock	01/12/2026		A		19,231(1)	A	$0.00	256,026(2)	D

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

Explanation of Responses:

1. These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

2. Includes 19,231 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

	/s/ Geoffrey Ling, MD	01/15/2026
	** 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 transaction did Celularity (CELU) report for Geoffrey Ling?

Celularity reported that director Geoffrey Ling received a grant of 19,231 restricted stock units (RSUs) of Class A common stock on January 12, 2026.

What are the key terms of Geoffrey Ling’s RSU grant at Celularity (CELU)?

The 19,231 RSUs were granted under the Celularity Inc. 2021 Equity Incentive Plan, with each RSU representing one share of Class A common stock and vesting immediately upon grant at a stated price of $0.00 per share.

How many Celularity (CELU) shares does Geoffrey Ling own after this grant?

After the reported grant, Geoffrey Ling beneficially owns 256,026 shares of Celularity Class A common stock, including the newly awarded 19,231 RSUs.

Is Geoffrey Ling a director or officer of Celularity (CELU)?

The filing identifies Geoffrey Ling as a director of Celularity Inc., with the director box checked and no officer title specified.

Under which plan were the new Celularity (CELU) RSUs granted to Geoffrey Ling?

The 19,231 RSUs were granted under the Celularity Inc. 2021 Equity Incentive Plan, which provides for equity awards such as restricted stock units.

Do Geoffrey Ling’s newly granted Celularity (CELU) RSUs have a vesting schedule?

No vesting schedule is ongoing for this award; the filing states that the RSUs vest immediately upon grant, so they become fully vested at issuance.