Celularity director’s family trust buys $3.21M in notes

The Trust may purchase additional notes and obtain warrants through September 30, 2027 under contractual options.

Rhea-AI Filing Summary

Celularity Inc (CELU) reported acquisitions and amendments involving securities held directly by the Philip and Daniele Barach Family Trust; the Trust’s trustee, Philip Alan Barach, is a director and 10% owner. On September 23, 2026, an existing convertible note was amended to reduce its conversion price from $1.66 to $1.50 per share and extend maturity to September 23, 2028; Class A shares issuable on conversion increased from 1,807,229 to 2,000,000. The Trust also purchased September 2026 Notes with $3,210,000 aggregate principal and received 1,177,000 warrants. It obtained options, exercisable through September 30, 2027, to purchase up to $2,915,531 aggregate principal of September 2027 Notes and up to 1,457,765 warrants. Existing warrants’ exercise price was reduced from $2.00 to $1.50, and their termination date extended to September 23, 2031.

Insider Trade Summary

Other: 6,425,301 shares

Other 7 txns

Insider Barach Philip Alan

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Convertible Notes F1, F2	192,771	--	--
Other	Convertible Notes F4, F2	2,140,000	--	--
Other	Warrants F5, F4, F2	1,177,000	--	--
Other	Convertible Notes F6, F2	1,457,765	--	--
Other	Warrants F7, F6, F2	1,457,765	--	--
holding	Warrants F3, F2	--	--	--
holding	Warrants F2	--	--	--

Holdings After Transaction: Convertible Notes — 5,597,765 contracts (Indirect, See Footnote); Warrants — 6,342,422 contracts for 3,707,657 underlying shares (Indirect, See Footnote)

Footnotes (7)

1. F1. Represents the amendment and restatement on September 23, 2026 of an existing convertible note of the Issuer in which the applicable conversion price was reduced from $1.66 per share to $1.50 per share and the maturity date was extended from December 31, 2026 to September 23, 2028, as a result of which the number of shares issuable upon conversion of such note was increased from 1,807,229 to 2,000,000. No additional consideration was paid in connection with such amendment and restatement.
2. F2. The Philip and Daniele Barach Family Trust (the "Trust") is or was the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of the Reporting Person's pecuniary interest therein.
3. F3. Represents the amendment and restatement on September 23, 2026 of existing warrants of the Issuer in which exercise price of such warrants was reduced from $2.00 per share to $1.50 per share and the termination date of such warrants was extended to September 23, 2031. No additional consideration was paid in connection with such amendment and restatement.
4. F4. Represents shares of Class A Common Stock issuable upon the conversion of $3,210,000 in aggregate principal amount of convertible notes (the "September 2026 Notes") that the Reporting Person purchased from the Issuer for such an amount of cash on September 23, 2026.
5. F5. Represents shares of Class A Common Stock issuable upon the exercise of 1,177,000 warrants that the Reporting Person obtained from the Issuer in connection with the issuance of the September 2026 Notes. No additional consideration was paid in connection with the issuance of such warrants.
6. F6. Represents shares of Class A Common Stock issuable upon the conversion of up to $2,915,531 in aggregate principal amount of convertible notes (the "September 2027 Notes") that the Reporting Person has the option to purchase from the Issuer at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.
7. F7. Represents shares of Class A Common Stock issuable upon the exercise of up to 1,457,765 warrants that the Reporting Person has the option to obtain from the Issuer for in connection with the issuance of September 2027 Notes at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.

Key Figures

Class A shares issuable upon conversion of amended existing note: 2,000,000 shares Conversion price of amended existing note: $1.50 per share September 2026 Notes purchased: $3,210,000 aggregate principal amount +5 more

8 metrics

Class A shares issuable upon conversion of amended existing note 2,000,000 shares Increased from 1,807,229 shares on September 23, 2026

Conversion price of amended existing note $1.50 per share Reduced from $1.66 per share on September 23, 2026

September 2026 Notes purchased $3,210,000 aggregate principal amount Purchased from Celularity Inc on September 23, 2026

Class A shares issuable upon conversion of September 2026 Notes 2,140,000 shares Notes purchased by the Trust

Warrants received with September 2026 Notes 1,177,000 warrants Issued in connection with the September 2026 Notes

September 2027 Notes purchase option Up to $2,915,531 aggregate principal amount Option exercisable until September 30, 2027

Warrant acquisition option Up to 1,457,765 warrants Option exercisable until September 30, 2027

Class A shares underlying amended existing warrants 1,258,740 shares Warrants with a $1.50 exercise price and September 23, 2031 termination date

Key Terms

conversion price, aggregate principal amount, contractual right, termination date

4 terms

conversion price financial

"conversion price was reduced from $1.66 per share to $1.50 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

aggregate principal amount financial

"$3,210,000 in aggregate principal amount of convertible notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

contractual right financial

"Such option is a contractual right granted by the Issuer"

termination date financial

"termination date of such warrants was extended to September 23, 2031"

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

FAQ

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

How many CELU shares are issuable under the amended convertible note?

The amended note is convertible into 2,000,000 Class A shares, up from 1,807,229. Its conversion price was reduced from $1.66 to $1.50 per share, and its maturity date was extended from December 31, 2026 to September 23, 2028.

How much did the Philip and Daniele Barach Family Trust purchase in CELU notes?

The Trust purchased September 2026 Notes with $3,210,000 in aggregate principal amount from Celularity Inc for that amount of cash on September 23, 2026. The notes are convertible into 2,140,000 Class A shares.

How long can the Trust exercise its options for CELU notes and warrants?

The Trust’s contractual options may be exercised at any time until September 30, 2027. They provide the option to purchase up to $2,915,531 in aggregate principal amount of September 2027 Notes and to obtain up to 1,457,765 warrants.

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

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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^*

Barach Philip Alan

(Last) (First) (Middle)

434 SURFVIEW DRIVE

(Street)

PACIFIC PALISADES CALIFORNIA 90272

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2026

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)
			Code	V	Amount	(A) or (D)	Price

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
Convertible Notes	$1.5	09/23/2026		J(1)		192,771(1)		09/23/2026	09/23/2028	Class A Common Stock	2,000,000(1)	(1)	2,000,000(1)	I	See Footnote(2)
Warrants	$1.5							09/23/2026	09/23/2031	Class A Common Stock	1,258,740(3)		1,258,740(3)	I	See Footnote(2)
Warrants	$2							06/19/2026	12/19/2030	Class A Common Stock	2,448,917		2,448,917	I	See Footnote(2)
Convertible Notes	$1.5	09/23/2026		J(4)		2,140,000(4)		09/23/2026	09/23/2028	Class A Common Stock	2,140,000(4)	(4)	2,140,000	I	See Footnote(2)
Warrants	$1.5	09/23/2026		J(5)		1,177,000		09/23/2026	09/23/2031	Class A Common Stock	1,177,000(4)(5)	(4)(5)	1,177,000	I	See Footnote(2)
Convertible Notes	$2	09/23/2026		J(6)		1,457,765(6)		09/23/2026	09/30/2027	Class A Common Stock	1,457,765(6)	(6)	1,457,765	I	See Footnote(2)
Warrants	$2	09/23/2026		J(7)		1,457,765(6)(7)		09/23/2026	09/30/2027	Class A Common Stock	1,457,765(6)(7)	(6)(7)	1,457,765	I	See Footnote(2)

Explanation of Responses:

1. Represents the amendment and restatement on September 23, 2026 of an existing convertible note of the Issuer in which the applicable conversion price was reduced from $1.66 per share to $1.50 per share and the maturity date was extended from December 31, 2026 to September 23, 2028, as a result of which the number of shares issuable upon conversion of such note was increased from 1,807,229 to 2,000,000. No additional consideration was paid in connection with such amendment and restatement.

2. The Philip and Daniele Barach Family Trust (the "Trust") is or was the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of the Reporting Person's pecuniary interest therein.

3. Represents the amendment and restatement on September 23, 2026 of existing warrants of the Issuer in which exercise price of such warrants was reduced from $2.00 per share to $1.50 per share and the termination date of such warrants was extended to September 23, 2031. No additional consideration was paid in connection with such amendment and restatement.

4. Represents shares of Class A Common Stock issuable upon the conversion of $3,210,000 in aggregate principal amount of convertible notes (the "September 2026 Notes") that the Reporting Person purchased from the Issuer for such an amount of cash on September 23, 2026.

5. Represents shares of Class A Common Stock issuable upon the exercise of 1,177,000 warrants that the Reporting Person obtained from the Issuer in connection with the issuance of the September 2026 Notes. No additional consideration was paid in connection with the issuance of such warrants.

6. Represents shares of Class A Common Stock issuable upon the conversion of up to $2,915,531 in aggregate principal amount of convertible notes (the "September 2027 Notes") that the Reporting Person has the option to purchase from the Issuer at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.

7. Represents shares of Class A Common Stock issuable upon the exercise of up to 1,457,765 warrants that the Reporting Person has the option to obtain from the Issuer for in connection with the issuance of September 2027 Notes at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.

	/s/ Philip Alan Barach	09/24/2026
	** 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.
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* Form 4: SEC 1474 (03-26)