Form 4: Celcuity Director Sells 15,000 Shares Under 10b5-1 Plan

Celcuity Inc. Director David Dalvey sold 15,000 shares of common stock for approximately $1.5 million under a pre-arranged 10b5-1 trading plan.

Summary

• David Dalvey, a Director of Celcuity Inc., reported a direct disposition of 15,000 shares of Celcuity Inc. common stock.
• The transaction occurred on November 21, 2025, at a weighted average price of $100.0011 per share, totaling approximately $1,500,016.50.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Brightstone Venture Capital Fund, LP on August 19, 2025.
• Following this transaction, Dalvey beneficially owns 110,000 shares indirectly through Brightstone Venture Capital Fund, LP, where he serves as the General Partner.

Sentiment

Score: 4

Explanation: The sale of 15,000 shares by a director, even under a Rule 10b5-1 plan, could be interpreted by the market as a slight negative signal, though the pre-planned nature reduces the immediate implication of insider sentiment.

Negatives

• A director selling a significant number of shares (15,000 shares for $1.5 million) could be perceived negatively by the market, potentially signaling a lack of confidence or a desire to diversify.

Risks

• Potential negative market perception due to a director's stock sale, even if pre-planned.
• The sale, even if pursuant to a Rule 10b5-1 plan, might be interpreted by investors as a signal regarding future company performance or valuation.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The sale of 15,000 shares of Celcuity Inc. common stock by David Dalvey, a Director, was effected pursuant to a Rule 10b5-1 trading plan adopted by Brightstone Venture Capital Fund, LP, of which Dalvey is the General Partner. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders may perceive the director's sale as a negative signal, potentially impacting investor confidence and the company's stock price.

Key Dates

Recommendation

The sale by a director, while notable, was conducted under a pre-arranged Rule 10b5-1 trading plan, which suggests a planned diversification or liquidity event rather than a reaction to new, negative material information. This mitigates the immediate negative implications, warranting a 'hold' rather than a 'sell' based solely on this filing. Investors should monitor future insider activity and company performance for further insights.

Keywords

Celcuity Inc., CELC, David Dalvey, Director, Stock Sale, Form 4, Insider Trading, 10b5-1 Plan, Beneficial Ownership