Form 4: Celcuity Director and 10% Owner Sells Over $4.8 Million in Stock

Celcuity Inc. Director and 10% owner David Dalvey, through direct holdings and Brightstone Venture Capital Fund, LP, sold 108,325 shares of common stock totaling approximately $4.82 million on July 28, 2025, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• David Dalvey, a Director and 10% owner of Celcuity Inc., executed sales of common stock on July 28, 2025.
• A total of 9,325 shares were sold directly by David Dalvey at weighted average prices ranging from $44.3646 to $46.0501 per share, totaling approximately $420,750.
• An additional 99,000 shares were sold indirectly through Brightstone Venture Capital Fund, LP, where David Dalvey is the General Partner, at weighted average prices ranging from $43.2974 to $46.05 per share, totaling approximately $4,398,100.
• The aggregate number of shares sold was 108,325, with a total transaction value of approximately $4,818,850.
• All sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by David Dalvey and Brightstone Venture Capital Fund, LP on December 13, 2024.

Sentiment

Score: 4

Explanation: The significant volume of insider sales by a director and 10% owner is generally viewed negatively, although the execution under a Rule 10b5-1 plan mitigates some of the immediate concern regarding new adverse information.

Positives

• The sales were executed under a pre-arranged Rule 10b5-1 trading plan, indicating that the transactions were scheduled in advance and not based on new, undisclosed material non-public information.

Negatives

• Significant insider selling by a director and a 10% owner can be perceived negatively by the market, potentially signaling a lack of confidence in the company's future prospects or a need for liquidity by the insider.
• The large volume of shares sold could contribute to negative market sentiment or downward pressure on the stock price.

Risks

• Market perception of insider selling may lead to negative investor sentiment.
• The sale of a substantial number of shares by a key insider could potentially exert downward pressure on the stock price.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Related Party Transactions

• David Dalvey, a Director and 10% owner, sold shares directly and indirectly through Brightstone Venture Capital Fund, LP, where he serves as the General Partner. These transactions represent sales by a significant insider and an entity controlled by him.

Stakeholder Impact

• Shareholders may react to the news of significant insider selling, potentially leading to negative sentiment or downward pressure on the stock price.

Key Dates

Recommendation

While significant insider selling by a director and 10% owner can be a bearish signal, the fact that these sales were executed under a pre-arranged Rule 10b5-1 trading plan suggests they are not based on new, undisclosed negative information. Investors should monitor future filings and company performance, but this specific transaction, while large, does not necessarily warrant an immediate 'sell' recommendation without further context.

Keywords

Celcuity, CELC, Form 4, Insider Trading, Stock Sale, Director, 10% Owner, David Dalvey, Brightstone Venture Capital Fund, Rule 10b5-1 Plan