SEC Form 4 · accession 0000940454-26-000002
Celcuity Inc. · CELC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian F. Sullivan
Officer — Chief Executive Officer · Director
Period of report
Aug 14, 2026
Accepted (ET)
Aug 18, 2026 · 4:18 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001603454
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 14, 2026 | A | 80,000 | $0.00 | A | 1,450,199 | D | |
| Common StockF2 | holding | — | — | — | 948,042 | I | By Family Trust #1 | |
| Common StockF2 | holding | — | — | — | 802,742 | I | By Family Trust #2 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF3 | — | Aug 14, 2026 | A | 120,000 | A | — | — | Common Stock | 120,000 | 120,000 | D |
Explanation of responses
- F125% of the total number of restricted stock units vests on the first day of the month following each of the first, second, third and fourth anniversaries of the grant date.
- F2The Reporting Person holds all voting and dispositive power with respect to the securities held by the trusts and is the beneficial owner of these securities.
- F3Each performance stock unit represents a contingent right to receive one share of Celcuity Inc. (the "Company") common stock. The performance stock units vest upon the Company's common stock achieving certain specified trailing average per share price thresholds.