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Celularity (NASDAQ: CELU) EVP RSUs vest into shares with tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Celularity Inc Senior Executive Vice President John R. Haines reported the vesting and conversion of 1,641 restricted stock units (RSUs) into 1,641 shares of Class A common stock. The RSUs are part of a 6,562-unit grant made on April 13, 2022, of which 25% vested on April 13, 2026.

To cover tax obligations on this RSU vesting, 583 shares of Class A common stock were withheld at a price of $1.28 per share. After these compensation-related transactions, Haines directly owns 30,179 shares of Celularity Class A common stock. Each RSU is the economic equivalent of one share of Class A common stock.

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Insider Haines John R
Role Senior Exec Vice President
Type Security Shares Price Value
Exercise Restricted Stock Units 1,641 $0.00 --
Exercise Class A Common Stock 1,641 $0.00 --
Tax Withholding Class A Common Stock 583 $1.28 $746.24
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 30,762 shares (Direct)
Footnotes (1)
  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 6,562 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 6,562 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.
RSUs converted 1,641 units RSUs vested and converted into Class A common stock on April 13, 2026
Shares withheld for taxes 583 shares Class A common stock withheld on RSU vesting
Tax withholding price $1.28 per share Value of shares withheld to satisfy tax liability
Post-transaction holdings 30,179 shares Direct Class A common stock owned after transactions
Original RSU grant 6,562 units RSUs granted on April 13, 2022
Vesting percentage 25% Portion of 6,562 RSUs that vested on April 13, 2026
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.
RSUs financial
"On April 13, 2022, the reporting person was granted 6,562 RSUs, 25% of which vested on April 13, 2026."
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
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."
Class A Common Stock financial
"Each restricted stock unit is the economic equivalent of one share of Celularity Inc. Class A Common Stock."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Haines John R
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Exec Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/13/2026M(1)1,641(1)A$030,762D
Class A Common Stock04/13/2026F(2)583D$1.2830,179D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)04/13/2026M1,641 (4) (4)Class A Common Stock1,641$00D
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 6,562 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 6,562 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/ John Haines04/15/2026
** Signature of Reporting PersonDate
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 did Celularity (CELU) executive John R. Haines report in this Form 4?

John R. Haines reported the vesting and conversion of 1,641 restricted stock units into 1,641 shares of Celularity Class A common stock. These units are part of a 6,562-RSU grant awarded on April 13, 2022, with 25% vesting on April 13, 2026.

How many Celularity (CELU) shares did John R. Haines receive and how many were withheld for taxes?

Haines received 1,641 shares of Celularity Class A common stock upon RSU vesting, and 583 shares were withheld to satisfy tax obligations. The tax-withholding shares were valued at $1.28 per share, reflecting a non-market disposition to cover required taxes on the vesting.

What RSU grant for Celularity (CELU) underlies the transactions reported by John R. Haines?

The transactions relate to a grant of 6,562 restricted stock units awarded on April 13, 2022. According to the disclosure, 25% of that RSU grant vested on April 13, 2026, resulting in the conversion of 1,641 RSUs into an equal number of Class A common shares.

How many Celularity (CELU) shares does John R. Haines hold after these Form 4 transactions?

Following the RSU vesting and related tax withholding, Haines directly holds 30,179 shares of Celularity Class A common stock. This total reflects the newly converted shares from 1,641 vested RSUs, reduced by 583 shares withheld to cover the associated tax liability.

What is the economic relationship between Celularity (CELU) RSUs and Class A 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 on a one-for-one basis into Class A shares, as shown by 1,641 RSUs converting into 1,641 common shares for John R. Haines.