Celcuity Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 1, 2026, the Board of Directors (the “Board”) of Celcuity Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, voted to increase the size of the Board from eight members to nine members and to appoint David W. Gryska as a new director to fill the resulting vacancy, effective immediately, for a term extending through the date of the Company’s 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and the election of his successor, or his earlier death, resignation or removal. The Board determined that Mr. Gryska qualifies as an independent director pursuant to the listing standards of The Nasdaq Stock Market LLC and the rules of the U.S. Securities and Exchange Commission. The Board also appointed Mr. Gryska to serve as a member of the Audit Committee and Compensation Committee of the Board. Mr. Gryska will receive pro-rated compensation for his service in accordance with the Company’s non-employee director compensation program, which currently provides for an annual cash retainer of $70,000, payable quarterly, and an annual equity award with a fair market value of $100,000, payable in the form of restricted stock units, stock options, or a combination of both, at the director’s election. Upon appointment to the Board, the Company granted Mr. Gryska a pro-rated annual grant of 893 restricted stock units under the Company’s 2026 Stock Incentive Plan, which will vest as to all shares upon the earlier of (i) the 2027 Annual Meeting or (ii) April 30, 2027. There are no arrangements or understandings between Mr. Gryska and any other persons pursuant to which Mr. Gryska was selected as a director of the Company. There are no relationships or related transactions between Mr. Gryska or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure. On October 2, 2026, the Company issued a press release announcing Mr. Gryska's appointment to the Board and the Audit Committee and Compensation Committee of the Board. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Item 7.01, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.