Celcuity (CELC) director transfers 2,058 shares as bona fide gift

Q: What insider transaction did Celcuity (CELC) director Richard E. Buller report?

Richard E. Buller reported two bona fide gifts of Celcuity Common Stock. He transferred 1,029 shares from indirect trust holdings and 1,029 shares from direct holdings, gifting a total of 2,058 shares on May 19, 2026.

Q: How many Celcuity (CELC) shares did Richard E. Buller gift in this Form 4?

Buller gifted a total of 2,058 Celcuity Common Stock shares . The filing shows two separate bona fide gift transactions of 1,029 shares each, one from indirect trust ownership and one from directly held shares, both at a reported price of $0.00 per share.

Q: What are Richard E. Buller’s Celcuity (CELC) holdings after the reported gifts?

After the gifts, Buller reports 7,789 Celcuity Common Stock shares held indirectly through a trust and zero directly held shares . A footnote notes he and his spouse are trustees and beneficiaries of the trust and that he continues to beneficially own the trust’s securities.

Q: Were the Celcuity (CELC) insider transactions open-market sales or purchases?

The transactions were not open-market trades but bona fide gifts . Both entries use transaction code G , described as a gift transfer, with a per-share transaction price of $0.00 , indicating no purchase or sale proceeds were involved.

Q: How is the trust involved in Richard E. Buller’s Celcuity (CELC) ownership?

One transaction involves shares held indirectly "By Trust" . A footnote explains Buller and his spouse are the trust’s trustees and beneficiaries and that he continues to beneficially own the securities held by the trust after the reported gift transfers.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Celcuity Inc. director Richard E. Buller reported two bona fide gifts of Common Stock. On May 19, 2026, he transferred 1,029 shares held indirectly through a trust and 1,029 shares held directly, for a total of 2,058 shares gifted with no sale proceeds.

Following these gifts, Buller reports 7,789 shares of Celcuity Common Stock held indirectly "By Trust" and no directly held shares. A footnote states that he and his spouse are trustees and beneficiaries of the trust and that he continues to beneficially own the securities held by it.

Insider Trade Summary

2,058 shares gifted

Mixed 2 txns

Insider Buller Richard E

Role null

Type	Security	Shares	Price	Value
Gift	Common Stock	1,029	$0.00	--
Gift	Common Stock	1,029	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 7,789 shares (Indirect, By Trust)

Footnotes (1)

[object Object]

Key Figures

Indirect gift: 1,029 shares Direct gift: 1,029 shares Total shares gifted: 2,058 shares +3 more

6 metrics

Indirect gift 1,029 shares Common Stock gifted from indirect trust holdings on May 19, 2026

Direct gift 1,029 shares Common Stock gifted from direct holdings on May 19, 2026

Total shares gifted 2,058 shares Sum of two bona fide gift transactions coded G

Indirect holdings after gifts 7,789 shares Common Stock held indirectly by trust following transactions

Direct holdings after gifts 0 shares Directly held Common Stock after the May 19, 2026 gifts

Gift price per share $0.00 per share Reported transaction price for both bona fide gift transfers

Key Terms

Common Stock, Bona fide gift, beneficially own, trustees and beneficiaries, +1 more

5 terms

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Bona fide gift financial

"transaction_code_description: "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

beneficially own financial

"The Reporting Person continues to beneficially own these securities held by the trust"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

trustees and beneficiaries financial

"The Reporting Person and his spouse are the trustees and beneficiaries"

indirect financial

"ownership_type: "indirect""

Form 4 Insider Transactions: What Each Field Means →

05/20/2026 - 04:58 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Buller Richard E

(Last)

(First)

(Middle)

2800 CAMPUS DRIVE

SUITE 140

(Street)

MINNEAPOLIS

MINNESOTA

55441

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Celcuity Inc. [ CELC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		G		1,029	D	$0	0	D
Common Stock	05/19/2026		G		1,029	A	$0	7,789	I	By Trust⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

	/s/ Griffin D. Foster as Attorney-in-Fact for Richard E. Buller pursuant to Power of Attorney previously filed	05/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Celcuity (CELC) director Richard E. Buller report?

Richard E. Buller reported two bona fide gifts of Celcuity Common Stock. He transferred 1,029 shares from indirect trust holdings and 1,029 shares from direct holdings, gifting a total of 2,058 shares on May 19, 2026.

How many Celcuity (CELC) shares did Richard E. Buller gift in this Form 4?

Buller gifted a total of 2,058 Celcuity Common Stock shares. The filing shows two separate bona fide gift transactions of 1,029 shares each, one from indirect trust ownership and one from directly held shares, both at a reported price of $0.00 per share.

What are Richard E. Buller’s Celcuity (CELC) holdings after the reported gifts?

After the gifts, Buller reports 7,789 Celcuity Common Stock shares held indirectly through a trust and zero directly held shares. A footnote notes he and his spouse are trustees and beneficiaries of the trust and that he continues to beneficially own the trust’s securities.

Were the Celcuity (CELC) insider transactions open-market sales or purchases?

The transactions were not open-market trades but bona fide gifts. Both entries use transaction code G, described as a gift transfer, with a per-share transaction price of $0.00, indicating no purchase or sale proceeds were involved.

How is the trust involved in Richard E. Buller’s Celcuity (CELC) ownership?

One transaction involves shares held indirectly "By Trust". A footnote explains Buller and his spouse are the trust’s trustees and beneficiaries and that he continues to beneficially own the securities held by the trust after the reported gift transfers.