[Form 4] Nine Energy Service, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Celularity Inc. (CELUW) filed a new Form D under Regulation D Rule 506(b) disclosing a completed private placement. The biotech firm sold $2 million in a mix of equity, warrants or similar rights, and securities issuable upon exercise of those rights. The first sale occurred on 30 Jul 2025 and the entire offering amount has been sold, leaving $0 remaining. Only one accredited investor participated.

No broker-dealers were engaged and no sales commissions or finder’s fees were paid, suggesting cost-effective capital raising. The issuer declined to disclose revenue range but indicated it is incorporated in Delaware and operates from Florham Park, NJ. The offering is not linked to any business-combination transaction and is expected to last less than one year.

• Offering size: $2 million (100% sold)
• Securities: Equity and warrants
• Exemption: Rule 506(b) (private offering, accredited investors only)
• Investors: 1
• Use of proceeds to insiders: $0

Positive

• $2 million fully raised via private placement, immediately adding liquidity.
• No sales commissions or finder’s fees, maximizing net proceeds.

Negative

• Small raise size relative to typical biotech capital requirements, offering limited runway extension.
• Only one investor participated, providing limited market validation and price discovery.

Insights

Private Capital Markets Analyst

TL;DR: Small $2 M Rule 506(b) raise completed without fees—efficient but modest impact on Celularity’s funding runway.

The filing shows Celularity tapped a single accredited investor for $2 million, using the well-trodden Rule 506(b) exemption. Absence of broker commissions keeps net proceeds intact, and completion in one tranche indicates committed funding. However, $2 million is negligible relative to typical biotech development burn rates, implying the raise is likely bridge financing rather than a transformative capital event. Investors should view the transaction as neutral to valuation: positive for liquidity but insufficient to materially extend cash runway or signal market validation.

Biotech Equity Analyst

TL;DR: Cash boost adds flexibility, yet scale is minor versus Celularity’s likely R&D needs.

For a cell-therapy company, $2 million covers only a fraction of clinical trial costs. The non-dilutive element (no fees, insider proceeds, or business-combination tie-ins) is constructive, but the raise does not alter strategic optionality or near-term milestones. The single-investor structure limits price discovery and may reflect opportunistic insider or strategic participation. Overall, impact on equity narrative is minimal; focus remains on larger financing or partnership catalysts.

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^*

Hall Jerome D JR

(Last) (First) (Middle)

2001 KIRBY DRIVE, SUITE 200

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nine Energy Service, Inc. [ NINE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2025

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
Common Stock	08/02/2025		A		26,250(1)	A	$0.00	26,250	D

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

Explanation of Responses:

1. These shares of restricted stock will vest on May 8, 2026.

	/s/ Jerome D. Hall, Jr. by Theodore R. Moore, as Attorney-in-fact	08/05/2025
	** 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 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).
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FAQ

How much capital did Celularity (CELUW) raise in the Form D offering?

The filing reports $2 million in total offering amount, all of which has been sold.

What type of securities were sold by Celularity?

The company sold equity, warrants, and securities issuable upon warrant exercise.

Which exemption did Celularity rely on for this private placement?

Celularity claimed Regulation D Rule 506(b), limiting sales to accredited investors.

Were any broker commissions or finder’s fees paid?

No. The Form D lists $0 for both sales commissions and finder’s fees.

How many investors purchased the securities?

The notice states one accredited investor participated in the offering.

Is the offering connected to a merger or acquisition?

No, the filing confirms the offering is not part of a business combination transaction.