ImmuCell (ICCC) CEO granted 109,500 stock options with strict profit hurdle

Rhea-AI Filing Summary

ImmuCell Corp filed an amended insider report showing that President and CEO Paul Francis Olivier te Boekhorst received a grant of 109,500 stock options on January 27, 2026 at an exercise price of $6.265 per share. This amendment corrects the previously reported number of options.

The options were granted in connection with his role as President and CEO. All of the options vest only if ImmuCell’s net operating income for four consecutive calendar quarters reaches at least 300% of its audited net operating income for the 2025 fiscal year, making this a fully performance-based award.

Insights

Equity compensation analyst

Amended Form 4 shows a sizable, fully performance-based option grant to ImmuCell's CEO.

The filing reports an option grant of 109,500 shares of ImmuCell common stock to President and CEO Paul Francis Olivier te Boekhorst at an exercise price of $6.265, expiring in 2036. The code A confirms it as a compensation-related award rather than an open-market purchase.

The amendment clarifies the correct number of options, but does not change the economic structure. Vesting is stringent: 100% of the options vest only if net operating income for four consecutive quarters equals or exceeds 300% of audited 2025 net operating income. This ties executive upside directly to a substantial profitability improvement.

The derivativeSummary is empty, indicating this filing focuses solely on the new grant, not on exercises or remaining prior option positions. Future compensation disclosures in company filings will give more context on how this award fits within overall executive incentives and whether performance milestones are eventually achieved.

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

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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^*

te Boekhorst Paul Francis Olivier

(Last) (First) (Middle)

C/O IMMUCELL CORPORATION

56 EVERGREEN DRIVE

(Street)

PORTLAND MAINE 04103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
IMMUCELL CORP /DE/ [ ICCC ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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)
01/29/2026

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
Stock Options (right to buy)	$6.265	01/27/2026		A		109,500(1)		(2)	01/27/2036	Common Stock	109,500	$0	109,500	D

Explanation of Responses:

1. This amendment amends the previously reported transaction effective on 1/27/2026 to disclose the correct number of shares included in the option award.

2. Option grant made to Mr. te Boekhorst in connection with his employment as President and CEO. The option shall be treated as an incentive stock option to the maximum extent permitted by the Internal Revenue Code of 1986, as amended, with the balance treated as nonqualified stock option. One hundred percent of the stock option will vest when the Issuer's net operating income for four consecutive calendar quarters equals or exceeds 300% of the Issuer's audited net operating income for its 2025 fiscal year.

	/s/ Timothy C. Fiori Attorney-in-Fact	03/23/2026
	** 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)

FAQ

What did ImmuCell (ICCC) disclose in this amended Form 4 for its CEO?

ImmuCell disclosed an amended Form 4 showing CEO Paul Francis Olivier te Boekhorst received 109,500 stock options on January 27, 2026 at an exercise price of $6.265. The amendment corrects the number of options previously reported for this compensation-related grant.

How many stock options did the ImmuCell (ICCC) CEO receive and at what price?

The CEO received 109,500 stock options with an exercise price of $6.265 per share. These derivative securities are options on ImmuCell common stock and expire in 2036, giving long-dated upside exposure tied to company performance and share price appreciation.

What performance conditions apply to the ImmuCell (ICCC) CEO’s 109,500 option grant?

All 109,500 options vest only if ImmuCell’s net operating income for four consecutive calendar quarters equals or exceeds 300% of audited 2025 net operating income. This single, company-wide profitability hurdle must be met before any of the options become exercisable.

Why was the ImmuCell (ICCC) CEO’s option grant filing amended?

The filing was amended to disclose the correct number of shares included in the previously reported option award effective January 27, 2026. The amendment updates the share count to 109,500 options but does not change the exercise price or performance-vesting structure.

Is the ImmuCell (ICCC) CEO’s option grant an open-market stock purchase?

No. The transaction is coded as “A” for grant, award, or other acquisition of derivative securities. It represents a stock option grant made as employment-related compensation, not an open-market purchase of ImmuCell common shares on a stock exchange.

When do the ImmuCell (ICCC) CEO’s 109,500 options expire?

The options granted to the CEO on January 27, 2026 expire on January 27, 2036. They remain exercisable after vesting, subject to the performance condition that net operating income over four consecutive quarters reach at least 300% of audited 2025 net operating income.