Form 4: Celcuity Director Exercises Options, Sells Shares

Celcuity Inc. Director Richard E. Buller exercised stock options and subsequently sold a portion of the acquired common stock on December 5, 2025, under a pre-arranged plan.

Summary

• Richard E. Buller, a Director of Celcuity Inc. (CELC), reported transactions on December 5, 2025, executed under a Rule 10b5-1(c) plan.
• Exercised 3,000 stock options at an exercise price of $5.5 per share, which were 100% vested.
• Acquired 3,000 shares of common stock through the option exercise.
• Sold 1,490 shares of common stock at a weighted average price of $105.3398 per share, with prices ranging from $105.00 to $105.70.
• Sold an additional 1,510 shares of common stock at a weighted average price of $106.0353 per share, with prices ranging from $106.00 to $106.45.
• All common stock transactions were held indirectly "By Trust," where Buller and his spouse are trustees and beneficiaries, and Buller continues to beneficially own these securities.
• Following these transactions, Buller's indirect beneficial ownership of common stock through the trust decreased from 9,760 shares to 6,760 shares.
• Direct beneficial ownership of common stock remains at 1,029 shares.
• Indirect beneficial ownership of stock options decreased to 1,555 options after the exercise.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (option exercise and subsequent sale) executed under a pre-arranged 10b5-1 plan, which typically has a neutral impact on market sentiment.

Positives

• The exercise of stock options at a low price ($5.5) and subsequent sale at significantly higher prices (over $105) indicates a profitable transaction for the insider.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, suggesting a pre-scheduled event rather than a reaction to recent non-public information.

Negatives

• The sale of 3,000 shares by a director, even if pre-planned, represents a reduction in insider ownership.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The common stock and derivative securities are held indirectly by a trust where the Reporting Person and his spouse are the trustees and beneficiaries. The Reporting Person continues to beneficially own these securities.

Stakeholder Impact

• Shareholders: A director's sale of shares, even if pre-planned, reduces insider ownership, which some investors may view with caution, though the Rule 10b5-1(c) plan mitigates negative interpretations.

Key Dates

Keywords

Celcuity Inc., CELC, Form 4, insider trading, stock options, common stock, director, share sale, Rule 10b5-1(c)