[Form 3] Celularity Inc. Warrant Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Celularity Inc. (CELU) – SEC Form 3 filing: Interim CFO Joseph DosSantos has provided his initial statement of beneficial ownership.

• Date of event: 06/10/2025
• Securities owned: no non-derivative shares reported.
• Derivative holding: one employee stock option for 30,000 Class A common shares, exercise price $3.02, expiration 05/01/2034.
• Vesting: 25 % after one year from grant; remaining 75 % vest monthly until fully vested on the four-year anniversary, subject to continued service.
• Capacity: DosSantos is listed as Interim CFO; filing made individually.

The disclosure is routine and reflects initial alignment of the recently appointed executive with shareholder interests; no immediate financial impact to Celularity’s fundamentals.

Insights

Corporate Governance Analyst

TL;DR – Routine Form 3: 30k options to interim CFO, minimal market impact, signals standard incentive alignment.

The Form 3 simply establishes Joseph DosSantos’ baseline ownership as he assumes the Interim CFO role. A single option grant for 30,000 shares at $3.02 is modest for a Nasdaq-listed biotech and follows the company’s 2021 equity plan with a typical four-year vesting schedule. There is no change to share count, cash flow, or guidance, so market impact is negligible. Nonetheless, formal disclosure complies with Section 16 and gives investors visibility into insider incentives, which is viewed neutrally under governance best practices.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DosSantos Joseph

(Last) (First) (Middle)

C/O CELULARITY INC.

170 PARK AVENUE

(Street)

FLORHAM PARK NJ 07932

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2025

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

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	05/01/2034	Class A Common Stock	30,000	$3.02	D

Explanation of Responses:

1. This option was granted under the 2021 Plan and vests and becomes exercisable over a four-year period, with 25% of the option vesting on the one-year anniversary of the grant date, and the remainder vesting in equal monthly installments thereafter so that vested in full on the four-year anniversary of the grant date, and subject to the Reporting Person's continuous service on each vesting date.

	/s/ Joseph DosSantos	07/16/2025
	** 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 5 (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 did Celularity's Interim CFO report in the Form 3 filing?

He disclosed ownership of 30,000 stock options for Class A common stock with a $3.02 exercise price expiring 05/01/2034.

Does the filing show any direct share ownership by Joseph DosSantos in CELU?

No. The Form 3 lists no non-derivative shares; only the option grant is reported.

How does the option granted to CELU's Interim CFO vest?

25 % vests after one year from grant; the balance vests in equal monthly instalments until fully vested at four years.

Is the Form 3 filing likely to affect Celularity's stock price?

The disclosure is routine and not expected to materially impact CELU’s valuation or trading activity.