Celularity (CELU) 10% Owner Barach Family Trust Derivative Rights Expire

What Happened

• The Philip & Daniele Barach Family Trust (a reported 10% owner) reported a disposition on 2026-06-19 reflecting the expiration/termination of derivative rights that represented 2,043,979 shares of Celularity Class A common stock. The filing shows two J‑code dispositions: 1,204,819 shares (convertible‑note conversion rights) and 839,160 shares (warrants), both listed with no price or cash proceeds (N/A).
• This was not a market sale of stock but the lapse/expiration of the trust’s options to acquire convertible notes and the related ability to obtain warrants. According to the filing, no consideration was paid when the rights expired.

Key Details

• Transaction date: 2026-06-19; Form 4 filed: 2026-06-23 (filed within the standard 2 business‑day window).
• Reported dispositions: 1,204,819 shares (convertible note conversion rights) + 839,160 shares (warrants) = 2,043,979 represented shares; prices shown as N/A (no cash transaction).
• Shares owned after transaction: the filing does not state the post‑transaction beneficial ownership of Class A common stock.
• Footnotes summary:
  • F1: The 1,204,819 shares represented Class A stock issuable on conversion of up to $2,000,000 of convertible notes the trust could have purchased; the option expired on June 19, 2026 and expired without payment.
  • F2: The 839,160 shares represented stock issuable upon exercise of warrants the trust could have obtained in connection with purchasing the notes; those rights also expired on June 19, 2026.
• Transaction code: J (other disposition — here used for expiration/termination of rights).

Context

• These entries reflect the ending of potential dilution (the trust’s ability to convert notes or obtain warrants), not a cash sale or purchase of Celularity stock. For retail investors, expirations like this remove a potential source of future share issuance but do not indicate the trust bought or sold common shares on the market.
• The reporting entity is a 10% owner (a related‑party trust), not necessarily an executive trading for personal liquidity; filings by large holders can reflect contractual changes (like option expirations) rather than active trading.