SCHEDULE: NEA Affiliates Adjust Celcuity Stake to 6.3%

Growth Equity Opportunities 18 VGE and affiliated entities have updated their beneficial ownership in Celcuity Inc. to 6.3% following recent share distributions and sales.

Summary

• Reporting persons, including Growth Equity Opportunities 18 VGE, LLC (GEO) and affiliated New Enterprise Associates (NEA) entities, along with several individual managers, have filed an Amendment No. 3 to their Schedule 13D regarding Celcuity Inc.
• The reporting group collectively beneficially owns 2,910,561 shares of Celcuity Inc. Common Stock, representing 6.3% of the outstanding class.
• This percentage is calculated based on 46,271,259 shares of Common Stock outstanding as of November 6, 2025.
• On October 6, 2025, GEO exercised 139,130 Warrants, converting them into 1,391,300 shares of Common Stock, and no longer holds any Warrants or Preferred Warrant Shares.
• On January 14, 2026, GEO distributed 625,000 shares of Common Stock to NEA 18 Venture Growth Equity, L.P., which then made a pro rata distribution to its partners for no consideration.
• As a result of this distribution, NEA Partners 18 VGE acquired 9,375 shares.
• Subsequently, on January 14, 2026, NEA Partners 18 VGE distributed shares, with 7,577 shares received by an entity for which Anthony A. Florence, Jr., Mohamad H. Makhzoumi, and Scott D. Sandell may be deemed to have beneficial ownership.
• On January 15, 2026, these 7,577 shares were sold in open market transactions by NEA Investment Holdings CF, LLC at weighted average prices ranging from $105.2593 to $111.9146 per share.
• The primary purpose of the acquisition by GEO was for investment, with potential for future dispositions or acquisitions based on market conditions and evaluation of the Issuer.

Sentiment

Score: 5

Explanation: The filing is largely neutral, detailing a routine update to beneficial ownership and internal share distributions. While there was a small sale of shares by an affiliated entity, the overall beneficial ownership percentage remains substantial, indicating continued investment interest. The exercise of warrants into common stock is a positive, but the subsequent small sale by individuals balances it out.

Positives

• The reporting persons continue to hold a significant stake of 6.3% in Celcuity Inc., indicating continued investment interest.
• The exercise of warrants into common stock on October 6, 2025, suggests a conversion of potential equity into direct ownership.

Negatives

• A distribution and subsequent sale of 7,577 shares by affiliated entities on January 15, 2026, represents a reduction in the overall beneficial ownership by some individuals within the reporting group, potentially signaling a partial exit or portfolio rebalancing.

Future Outlook

The reporting persons state that they may dispose of or acquire additional shares of Celcuity Inc. depending on market conditions, their ongoing evaluation of the company's business and prospects, and other factors. They currently have no present plans for extraordinary corporate transactions, changes in management or board, capitalization or dividend policy, business structure, or other actions that would impede control or affect the listing status of the Issuer's securities.

Industry Context

This filing reflects a routine update by a significant institutional investor group (New Enterprise Associates affiliates) regarding their stake in a publicly traded company, Celcuity Inc. Such adjustments in ownership, including distributions and minor sales, are common portfolio management activities for venture growth equity firms. The continued substantial holding of 6.3% suggests ongoing confidence in Celcuity Inc.'s long-term prospects, despite some internal rebalancing and partial divestment by certain individuals.

Comparison to Industry Standards

• Not applicable. This filing details specific ownership changes and transactions by a particular investment group in a single company, rather than providing performance metrics that can be benchmarked against industry standards or comparable companies/projects.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding or been a party to a civil proceeding ending in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

Related Party Transactions

• GEO made a distribution of 625,000 shares to NEA 18 VGE for no consideration.
• NEA 18 VGE made a pro rata distribution of these shares to its general partner and limited partners for no consideration.
• NEA Partners 18 VGE acquired 9,375 shares and subsequently distributed shares for no consideration, with 7,577 shares received by an entity for which Florence, Makhzoumi, and Sandell may be deemed to have beneficial ownership. These are internal transactions within the NEA affiliated group.

Stakeholder Impact

• Shareholders: The filing indicates a significant institutional investor group maintains a substantial stake, which could be viewed positively as a vote of confidence. A small sale by affiliated individuals might introduce minor selling pressure but is unlikely to significantly impact the broader shareholder base.
• Management: No direct impact on Celcuity Inc.'s management is indicated, as the filing is from an external investor group.

Next Steps

• Reporting persons may dispose of or acquire additional shares of Celcuity Inc. in the future.

Key Dates

Recommendation

The filing indicates a stable, albeit slightly adjusted, significant institutional ownership in Celcuity Inc. by the NEA affiliated group. While there was a small sale of shares by certain individuals within the group, the overall 6.3% stake remains substantial, suggesting continued long-term investment interest. The exercise of warrants into common stock is a positive sign of commitment. The minor divestment appears to be an internal rebalancing rather than a strategic exit. Therefore, a 'hold' recommendation is appropriate, as the filing does not present strong signals for either aggressive buying or selling, but rather a continuation of an existing investment thesis.

Keywords

Celcuity Inc., Schedule 13D/A, Beneficial Ownership, Growth Equity Opportunities 18 VGE, NEA, Common Stock, Equity Investment, Share Distribution, Warrant Conversion, Stock Sale