Form 4: Celcuity Director's Future Stock Sale Under 10b5-1 Plan

Celcuity Inc. Director David Dalvey reported a future sale of 20,000 shares of common stock at a weighted average price of $120.0269, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Celcuity Inc. Director David Dalvey reported the future sale of 20,000 shares of common stock.
• The transaction is scheduled for January 27, 2026.
• The shares were sold at a weighted average price of $120.0269, with individual transactions ranging from $120.00 to $120.315.
• The sale was executed by Brightstone Venture Capital Fund, LP, where Mr. Dalvey serves as the General Partner.
• This transaction was conducted pursuant to a Rule 10b5-1 trading plan adopted by Brightstone on August 19, 2025.
• Following this transaction, Brightstone Venture Capital Fund, LP will indirectly beneficially own 90,000 shares of Celcuity Inc. common stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While it's an insider sale, the execution under a pre-arranged 10b5-1 plan mitigates concerns about immediate negative sentiment, as it's a planned liquidity event rather than a reaction to new, adverse information.

Positives

• The sale is conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not based on immediate, non-public information.

Negatives

• A director's sale of 20,000 shares, even under a 10b5-1 plan, could be perceived by some investors as a reduction in insider exposure to the company's future performance.

Risks

• Potential negative market perception due to insider selling, which could put downward pressure on the stock price.

Industry Context

StockSavvy.ai notes that insider selling, even when pre-planned via a 10b5-1 plan, is a common occurrence for executives managing personal portfolios and liquidity. While it doesn't necessarily signal a negative outlook for the company, it's often scrutinized by investors for any potential implications regarding future growth or valuation.

Related Party Transactions

• The sale of 20,000 shares was conducted by Brightstone Venture Capital Fund, LP, where the reporting person, David Dalvey, is the General Partner. This constitutes an indirect beneficial ownership and a related party transaction.

Stakeholder Impact

• Shareholders may interpret the director's sale as a signal, potentially leading to minor short-term price fluctuations, though the 10b5-1 plan context often tempers such reactions.

Key Dates

Recommendation

The filing reports a pre-planned insider sale by a director under a 10b5-1 plan. While insider selling can sometimes be a negative signal, the pre-scheduled nature of this transaction suggests it's for personal financial planning rather than a reaction to new company-specific adverse information. Therefore, it does not provide a strong basis for a "buy" or "sell" recommendation, leading to a "hold" stance as the fundamental outlook of the company is not directly impacted by this specific transaction.

Keywords

Celcuity Inc., CELC, Form 4, insider trading, stock sale, 10b5-1 plan, director, David Dalvey, Brightstone Venture Capital Fund, equity, beneficial ownership