Form 4: Celcuity Director Buller Trades Shares via 10b5-1 Plan

Celcuity Inc. Director Richard E. Buller reported transactions involving the acquisition of stock options and the sale of common stock, all executed under a pre-established Rule 10b5-1 trading plan.

Summary

• Richard E. Buller, a Director at Celcuity Inc. (CELC), reported a series of transactions on May 4, 2026.
• These transactions included the acquisition of 9,000 stock options at a price of $5.10 per share, which were immediately exercised.
• Concurrently, Mr. Buller sold a total of 7,365 shares of common stock at weighted average prices ranging from $137 to $143.46.
• All transactions were conducted under a Rule 10b5-1 trading plan adopted by Mr. Buller on December 8, 2025.
• Following these transactions, Mr. Buller beneficially owns 7,125 shares of common stock indirectly through a trust where he and his spouse are trustees and beneficiaries.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While the sale of shares by a director can be a negative signal, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling. The acquisition of options also suggests continued potential upside.

Positives

• The transactions were executed under a Rule 10b5-1 trading plan, indicating pre-planned and potentially less market-sensitive trading activity.
• The acquisition of stock options at a low price ($5.10) suggests a potential for future gains if the stock price increases.
• The director continues to hold a significant number of shares (7,125) indirectly through a trust, indicating continued investment in the company.

Negatives

• A substantial number of shares (7,365) were sold by a director, which could be interpreted negatively by the market.
• The sales occurred at prices significantly higher than the option exercise price, realizing gains for the reporting person.

Risks

• The sale of shares by a director, even under a 10b5-1 plan, can sometimes be perceived as a lack of confidence in future stock performance.
• The weighted average sale prices indicate a range of market prices at which the shares were disposed of.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance. However, the acquisition of stock options at $5.10 suggests a potential for future value realization if the stock price appreciates.

Management Comments

• The sales and option exercise reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 8, 2025.
• The Reporting Person and his spouse are the trustees and beneficiaries. The Reporting Person continues to beneficially own these securities held by the trust.

Industry Context

StockSavvy.ai notes that insider trading reports, such as this Form 4, are common for publicly traded companies. The use of Rule 10b5-1 plans is a standard practice for executives to manage their stock holdings while adhering to insider trading regulations, especially in the biotechnology sector where Celcuity Inc. operates.

Stakeholder Impact

• Shareholders: May interpret the director's stock sales with caution, although the 10b5-1 plan provides some reassurance. The acquisition of options could be seen as a positive sign for future stock performance.
• Employees: Similar to shareholders, the impact is likely to be mixed, with potential concerns about insider selling tempered by the structured nature of the trades.
• Management: The transactions are consistent with established corporate governance practices for managing insider stock holdings.

Next Steps

• The reporting person may continue to execute trades under the Rule 10b5-1 plan.
• Further Form 4 filings will be required for any future changes in beneficial ownership.

Key Dates

Keywords

Celcuity Inc., CELC, Form 4, Insider Trading, Rule 10b5-1, Stock Options, Common Stock, Director Transactions, Beneficial Ownership, SEC Filing