LPRO Form 4: COO Granted 36k RSUs & 117,647 Options at $2.50

Q: What equity awards did Open Lending's COO receive?

36,000 RSUs and 117,647 stock options granted on 07/30/2025.

Q: What is the strike price and term of the new stock options?

Strike price is $2.50 with expiration on 07/30/2035 .

Q: When do the RSUs and options vest?

RSUs vest 25 % yearly from 03/15/2026 ; options vest one-third yearly from the same date.

Q: Did the filing report any open-market share purchases or sales?

No; the Form 4 shows awards only, coded "A" with no buys or sells .

Q: How many RSUs does the COO now hold?

After the grant, Michelle Glasl beneficially owns 72,000 RSUs .

[Form 3] Celcuity Inc. Initial Statement of Beneficial Ownership

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Open Lending (LPRO) Form 4: COO Michelle Glasl received new equity incentives on 07/30/2025.

Restricted Stock Units: 36,000 RSUs awarded (Code 鈥淎鈥�); total RSUs now 72,000. Vest 25 % annually beginning 03/15/2026.
Stock Options: 117,647 options granted with a $2.50 strike, expiring 07/30/2035; vest one-third annually beginning 03/15/2026.

No common shares were bought or sold on the open market, and all holdings remain directly owned. The award meaningfully increases Glasl鈥檚 long-term exposure while posing only minor potential dilution to the float. Overall, the filing reflects routine executive compensation rather than a directional insider trade.

Positive

Management alignment strengthened: 36,000 RSUs and 117,647 low-strike options increase the COO鈥檚 equity exposure.

Negative

Potential dilution: 117,647 new options add marginal dilution to existing shareholders.

Insights

TL;DR: Routine incentive grant; neutral market impact.

The grants enlarge the COO鈥檚 potential ownership by roughly 189,647 shares/options but involve no cash outlay or open-market signal. Strike price of $2.50 sits near multi-year lows, offering upside leverage if execution improves, yet dilution is negligible against LPRO鈥檚 130 m share base. Investors should view the event as standard retention practice, not a valuation catalyst.

TL;DR: Standard compensation aligns management and shareholders.

Four-year RSU and three-year option vesting schedules encourage continuity and performance through at least 2028. Absence of a 10b5-1 designation implies discretionary board approval rather than automated issuance. Governance risk is low, and alignment is enhanced by performance-leveraged options.

08/01/2025 - 05:46 PM

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2025

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	689,944	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	7,055,748	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
$0.001 Prefunded Warrants⁽⁵⁾	⁽⁵⁾⁽⁶⁾	⁽⁵⁾	Common Stock	481,437	$0.001	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
$0.001 Prefunded Warrants⁽⁵⁾	⁽⁵⁾⁽⁶⁾	⁽⁵⁾	Common Stock	5,666,350	$0.001	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
2.75% Convertible Senior Notes due 2031⁽⁷⁾	⁽⁷⁾⁽⁸⁾	⁽⁷⁾	Common Stock	50,526	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
2.75% Convertible Senior Notes due 2031⁽⁷⁾	⁽⁷⁾⁽⁸⁾	⁽⁷⁾	Common Stock	548,889	⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in column 2 of Table I and securities of the Issuer reported in column 3 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

2. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

3. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

4. As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 2 of Table I and the securities of the Issuer reported in column 3 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

5. These securities consist of pre-funded warrants ("$0.001 Prefunded Warrants") to purchase Common Stock at an exercise price of $0.001 per warrant with no expiration date, subject to beneficial ownership limitations described in Note 6.

6. The $0.001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders or their affiliates, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage"). By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

7. These securities consist of 2.75% convertible senior notes due 2031 ("2.75% Convertible Senior Notes") of the Issuer convertible at any time at the option of the holder into 19.4932 shares of Common Stock per $1,000 principal amount, subject to beneficial ownership limitations described in footnote 8. The 2.75% Convertible Senior Note mature on August 1, 2031.

8. The 2.75% Convertible Senior Notes are convertible at any time, at the holder's election, into 19.4932 shares of Common Stock per $1,000 principal to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, any of would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation"). By written notice to the Issuer, the Funds may increase or decrease the Beneficial Ownership Limitation applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	08/01/2025
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	08/01/2025
	/s/ Felix J. Baker	08/01/2025
	/s/ Julian C. Baker	08/01/2025
	** 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 5 (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.

Source:

FAQ

What equity awards did Open Lending's COO receive?

36,000 RSUs and 117,647 stock options granted on 07/30/2025.

What is the strike price and term of the new stock options?

Strike price is $2.50 with expiration on 07/30/2035.

When do the RSUs and options vest?

RSUs vest 25 % yearly from 03/15/2026; options vest one-third yearly from the same date.

Did the filing report any open-market share purchases or sales?

No; the Form 4 shows awards only, coded "A" with no buys or sells.

How many RSUs does the COO now hold?

After the grant, Michelle Glasl beneficially owns 72,000 RSUs.

Is the transaction part of a Rule 10b5-1 plan?

The check box for 10b5-1 was not marked, indicating the awards are not under a preset trading plan.

AG真人官方

[Form 3] Celcuity Inc. Initial Statement of Beneficial Ownership

Insights

FAQ

What equity awards did Open Lending's COO receive?

What is the strike price and term of the new stock options?

When do the RSUs and options vest?

Did the filing report any open-market share purchases or sales?

How many RSUs does the COO now hold?

Is the transaction part of a Rule 10b5-1 plan?

NASDAQ:CELC

CELC Rankings

CELC Latest News

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CELC Stock Data

AG真人官方

Trending News

[Form 3] Celcuity Inc. Initial Statement of Beneficial Ownership

Insights

Financial Analyst neutral

Corporate Governance Specialist neutral

FAQ

What equity awards did Open Lending's COO receive?

What is the strike price and term of the new stock options?

When do the RSUs and options vest?

Did the filing report any open-market share purchases or sales?

How many RSUs does the COO now hold?

Is the transaction part of a Rule 10b5-1 plan?

NASDAQ:CELC

CELC Rankings

CELC Latest News

CELC Latest SEC Filings

CELC Stock Data