RSU vesting lifts Celularity (CELU) insider holdings after tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Celularity Inc. executive Stephen Brigido reported the vesting and conversion of 821 restricted stock units into Class A Common Stock on April 13, 2026. These RSUs were part of a 3,281-unit grant made on April 13, 2022, of which 25% vested on this date.

To cover taxes on the vesting, 268 shares of Class A Common Stock were withheld at a price of $1.28 per share, leaving a net increase of 553 shares from this event. Following these transactions, Brigido directly holds 9,474 shares of Celularity Class A Common Stock.

Insider Trade Summary

821 shares exercised/converted

Mixed 3 txns

Insider Brigido Stephen

Role Pres., Functional Regeneration

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	821	$0.00	--
Exercise	Class A Common Stock	821	$0.00	--
Tax Withholding	Class A Common Stock	268	$1.28	$343.04

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 9,742 shares (Direct)

Footnotes (1)

Represents the conversion upon vesting of restricted stock units (RSUs) into Class A Common Stock. On April 13, 2022, the reporting person was granted 3,281 RSUs, 25% of which vested on April 13, 2026. Such RSUs were previously reported in Table II on a Form 4 filed with the SEC on April 28, 2022. This line reflects the tax withholding on the vesting of RSUs that vested on April 13, 2026. Each restricted stock unit is the economic equivalent of one share of Celularity Inc. Class A Common Stock. On April 13, 2022, the reporting person was granted 3,281 RSUs, 25% of which vested on April 13, 2026. The Class A Common Stock into which such vested RSUs converted on April 13, 2026 is reported in Table I on this Form 4.

Key Figures

RSUs vested and converted: 821 units/shares Original RSU grant: 3,281 units Tax withholding shares: 268 shares +4 more

7 metrics

RSUs vested and converted 821 units/shares RSUs vested and converted to Class A Common Stock on April 13, 2026

Original RSU grant 3,281 units Grant made on April 13, 2022; 25% vested on April 13, 2026

Tax withholding shares 268 shares Shares withheld on RSU vesting at $1.28 per share

Tax withholding price $1.28 per share Value applied to 268 withheld shares

Net shares from vesting 553 shares 821 vested shares minus 268 shares withheld for taxes

Shares held after transactions 9,474 shares Direct Class A Common Stock holdings after April 13, 2026 transactions

Vested portion of grant 25% Portion of 3,281 RSUs that vested on April 13, 2026

Key Terms

Restricted Stock Units, tax withholding, economic equivalent, derivative exercise/conversion

4 terms

Restricted Stock Units financial

"Represents the conversion upon vesting of restricted stock units (RSUs) into Class A Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding financial

"This line reflects the tax withholding on the vesting of RSUs that vested on April 13, 2026."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

economic equivalent financial

"Each restricted stock unit is the economic equivalent of one share of Celularity Inc. Class A Common Stock."

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

04/15/2026 - 04:30 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Brigido Stephen

(Last)

(First)

(Middle)

C/O CELULARITY INC.

170 PARK AVENUE

(Street)

FLORHAM PARK

NEW JERSEY

07932

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres., Functional Regeneration

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/13/2026		M⁽¹⁾		821	A	$0	9,742	D
Class A Common Stock	04/13/2026		F⁽²⁾		268	D	$1.28	9,474	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	04/13/2026		M			821	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	821	$0	0	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units (RSUs) into Class A Common Stock. On April 13, 2022, the reporting person was granted 3,281 RSUs, 25% of which vested on April 13, 2026. Such RSUs were previously reported in Table II on a Form 4 filed with the SEC on April 28, 2022.

2. This line reflects the tax withholding on the vesting of RSUs that vested on April 13, 2026.

3. Each restricted stock unit is the economic equivalent of one share of Celularity Inc. Class A Common Stock.

4. On April 13, 2022, the reporting person was granted 3,281 RSUs, 25% of which vested on April 13, 2026. The Class A Common Stock into which such vested RSUs converted on April 13, 2026 is reported in Table I on this Form 4.

	/s/ Stephen Brigido	04/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Celularity (CELU) report for Stephen Brigido?

Celularity executive Stephen Brigido reported the vesting and conversion of 821 restricted stock units into Class A Common Stock. These units were from a 3,281-RSU grant awarded in April 2022, with 25% vesting on April 13, 2026, and now reflected as common shares.

How many Celularity (CELU) RSUs vested for Stephen Brigido and from which grant?

A total of 821 Celularity RSUs vested for Stephen Brigido from a 3,281-unit grant awarded on April 13, 2022. The filing states that 25% of this original grant vested on April 13, 2026, and converted into an equal number of Class A Common shares.

How many Celularity (CELU) shares were withheld for taxes in this Form 4?

The Form 4 shows that 268 shares of Celularity Class A Common Stock were withheld to satisfy tax obligations related to the RSU vesting. These shares were valued at $1.28 each, reflecting a standard tax-withholding disposition rather than an open-market sale transaction.

What are Stephen Brigido’s Celularity (CELU) holdings after the reported transactions?

After the RSU conversion and tax withholding, Stephen Brigido directly holds 9,474 shares of Celularity Class A Common Stock. This post-transaction balance reflects the net effect of 821 RSUs converting into shares and 268 shares being withheld to cover related tax obligations on the vesting.

Are Celularity (CELU) restricted stock units economically equivalent to common stock?

Each Celularity restricted stock unit is described as the economic equivalent of one share of Class A Common Stock. When RSUs vest, they convert into an equal number of common shares, as seen when 821 RSUs converted into 821 shares of Class A Common Stock for Stephen Brigido.