Immucell (ICCC) CEO receives 110,000 stock options tied to income goal

Rhea-AI Filing Summary

Immucell Corporation reported a new equity award to its President and CEO, Paul Francis Olivier te Boekhorst. On January 27, 2026, he was granted 110,000 stock options with an exercise price of $6.265 per share.

The option is intended to qualify as an incentive stock option to the maximum extent allowed, with any remainder treated as a nonqualified option. All of the options will 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.

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 ME 04103

(City) (State) (Zip)

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

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

4. 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 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		110,000		(1)	01/27/2036	Common Stock	110,000	$0	110,000	D

Explanation of Responses:

1. 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	01/29/2026
	** 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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FAQ

What insider transaction did ICCC report for its CEO on this Form 4?

Immucell reported that President and CEO Paul Francis Olivier te Boekhorst received 110,000 stock options on January 27, 2026. These options have an exercise price of $6.265 per share and are linked to a performance-based net operating income vesting condition.

What are the key terms of the Immucell (ICCC) CEO stock option grant?

The CEO received 110,000 stock options with a $6.265 exercise price. The grant is intended to qualify as an incentive stock option where possible, with any remaining portion treated as a nonqualified stock option under U.S. tax rules.

When will the ICCC CEO’s 110,000 stock options vest?

All 110,000 stock options vest only if Immucell’s net operating income for four consecutive calendar quarters equals or exceeds 300% of its audited net operating income for the 2025 fiscal year, creating a single, performance-based vesting trigger.

How is the Immucell CEO’s option grant structured for tax purposes?

The option grant is structured to be treated as an incentive stock option to the maximum extent permitted by the Internal Revenue Code of 1986, as amended. Any remaining portion that does not qualify will be treated as a nonqualified stock option.

What type of security did the ICCC Form 4 disclose for the CEO?

The Form 4 disclosed derivative securities described as stock options, giving the CEO the right to buy Immucell common stock. Following the January 27, 2026 transaction, he beneficially owned 110,000 of these stock options directly.