Form 4: Celcuity Director Richard Buller Realigns Stock and Option Holdings to Trust for Estate Planning

Celcuity Inc. Director and 10% Owner Richard E. Buller has transferred 1,079 shares of common stock and 6,522 stock options from direct ownership to a trust, maintaining his total beneficial ownership.

Summary

• Richard E. Buller, a Director and 10% Owner of Celcuity Inc. (CELC), filed a Form 4 reporting changes in his beneficial ownership.
• On May 27, 2025, Mr. Buller disposed of 1,079 shares of Celcuity Common Stock directly and simultaneously acquired 1,079 shares indirectly through a trust, with a transaction price of $0.
• Following this transaction, Mr. Buller directly owns 1,029 shares of Common Stock and indirectly owns 7,760 shares through the trust, resulting in a total beneficial ownership of 8,789 shares, unchanged from prior to the transaction.
• On May 28, 2025, Mr. Buller disposed of 6,522 stock options directly and simultaneously acquired 6,522 stock options indirectly through the same trust, also at a transaction price of $0.
• These stock options have an exercise price of $14.83 per share, are 100% vested, and expire on June 4, 2034.
• After the option transaction, Mr. Buller directly owns 0 stock options and indirectly owns 6,522 stock options through the trust, maintaining his total beneficial ownership of 6,522 options.
• The trust, through which the securities are now held, has Mr. Buller and his spouse as trustees and beneficiaries, confirming his continued beneficial ownership.

Sentiment

Score: 5

Explanation: The filing reports a re-allocation of securities to a trust, which is a neutral event for the company's operational or financial performance. It indicates continued beneficial ownership by a key insider, which is generally a positive signal, but does not impact the company's fundamentals.

Positives

• The transactions represent a re-allocation of securities to a trust, which is a common and prudent practice for estate planning, indicating long-term financial planning by a key insider.
• Richard E. Buller, a Director and 10% Owner, maintains his full beneficial ownership of both common stock and stock options, signaling continued alignment with shareholder interests and confidence in the company.

Negatives

• No direct negatives are indicated by this filing, as the transactions are a re-organization of ownership form rather than a sale into the open market.

Risks

• No new risks are introduced or highlighted by this specific Form 4 filing, as it pertains to a change in the form of beneficial ownership rather than a change in the underlying investment.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Celcuity Inc.'s future operational or financial performance.

Management Comments

• The Reporting Person and his spouse are the trustees and beneficiaries of the trust, and the Reporting Person continues to beneficially own these securities held by the trust.

Industry Context

This filing is an insider transaction report (Form 4), which is a routine disclosure for public company directors and officers. It reflects a personal financial planning decision by an individual insider rather than a broader industry trend or strategic corporate action.

Related Party Transactions

• Richard E. Buller transferred shares and stock options to a trust where he and his spouse are trustees and beneficiaries. This constitutes a related party transaction in terms of ownership structure re-organization, though it does not involve a sale or purchase with external parties.

Stakeholder Impact

• Shareholders: Minimal direct impact, as the total beneficial ownership by a key insider remains unchanged, indicating continued alignment of interests.
• Employees, Customers, Suppliers, Creditors: No direct impact from this change in beneficial ownership form.

Key Dates

Recommendation

Keywords

Celcuity Inc., CELC, Form 4, insider transaction, beneficial ownership, stock options, trust, director, 10% owner, estate planning