Celularity Inc SEC Filings

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.

Celularity Inc Chief Executive Officer Robert J. Hariri reported routine equity compensation activity involving restricted stock units (RSUs). On April 13, 2026, 3,281 RSUs granted on April 13, 2022 vested and converted into 3,281 shares of Class A Common Stock, representing 25% of a 13,123-RSU award.

To cover tax obligations on this vesting, 1,182 shares of Class A Common Stock were withheld at $1.28 per share, a non–open-market disposition. Following these transactions, Hariri directly holds 2,853,553 shares of Celularity Class A Common Stock.

Philip & Daniele Barach Family Trust reports beneficial ownership of 3,012,048 shares of Celularity Inc. Class A common stock, representing 9.56% of the outstanding Class A shares as of December 19, 2025. The position arises from a structured financing completed on that date.

Celularity issued the trust a $7,000,000 senior secured note and a $3,000,000 convertible secured note, along with five‑year warrants to purchase 3,707,457 shares at $2.00 per share. The convertible notes, including up to $2,000,000 in additional notes at the trust’s option, are convertible at $1.66 per share, which would result in 3,012,048 shares if fully converted.

The trust’s notes carry interest of 4% on the senior note and 8% on the convertible note, both with potential step‑ups to 12% upon defined events of default. The trust received first‑priority security interests over substantially all company assets for the senior note and over certain Qualified Financing proceeds for the convertible note, as well as registration rights and a non‑voting board observer right for Philip Barach.

Celularity Inc. entered a strategic asset purchase and exclusive license agreement with NexGel, Inc. for its commercial-stage biomaterials portfolio and certain development programs. The deal provides up to $35.0 million in cash consideration, including a $15.0 million upfront payment and up to $20.0 million in net sales–based milestone payments.

Celularity will be the exclusive manufacturer of the licensed products at its FDA-compliant facility, positioning it for ongoing manufacturing revenue and potential royalties on future net sales of certain development-stage products. The company is also realigning its organization, transitioning biomaterials personnel to the partner and further reducing its workforce to lower operating expenses and sharpen its focus on a longevity-focused cell therapy pipeline and scalable manufacturing platform.

Celularity Inc. reported a leadership change in its finance organization. On February 27, 2026, Joseph DosSantos, who was serving as Senior Vice President of Finance and Acting Chief Financial Officer, left the company for personal reasons. On the same date, the company appointed John Sprague as its new Acting Chief Financial Officer. Celularity’s Class A common stock and warrants continue to trade on The Nasdaq Stock Market under the symbols CELU and CELUW.

Celularity Inc. received Amendment No. 1 to a Schedule 13G from Lincoln Alternative Strategies LLC regarding its Class A common stock. The filer now reports beneficial ownership of 0 shares, representing 0% of the class, and indicates ownership of five percent or less of the stock. The certification states the securities were not acquired and are not held to change or influence control of Celularity and are not part of any control-related transaction.

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.

Celularity Inc. director Diane Parks reported receiving 30,000 restricted stock units (RSUs) on January 12, 2026 under the company’s 2021 Equity Incentive Plan. Each RSU represents a right to receive one share of Celularity’s Class A common stock, and this award vests immediately upon grant. After this transaction, she beneficially owns 520,021 shares of Class A common stock in direct ownership.

Celularity Inc. director Peter Diamandis reported an equity award under the company’s 2021 Equity Incentive Plan. On 01/12/2026, he received 20,385 restricted stock units (RSUs), each representing one share of Celularity’s Class A common stock, at a price of $0.00.

The RSUs vest immediately upon grant, meaning they become fully earned right away rather than over time. Following this award, Diamandis beneficially owns 394,150 shares of Class A common stock, all held directly.