Celularity Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Certain Officers On June 19, 2026, the Company’s Board of Directors (the “Board”) appointed Steven N. Gordon, Esq. as the Company’s Chief Operating and Administrative Officer. Mr. Gordon is an entrepreneur, investor and business executive with significant experience in corporate finance, operations, strategic development and capital formation in the biotechnology sector. Mr. Gordon has been actively involved in the Company’s financing, restructuring and strategic initiatives and has served as the Company’s EVP, Business Affairs since January 2026. Effective June 19, 2026, the Board also appointed K. Harold Fletcher, Esq. as the Company’s Chief Legal and Strategy Officer and Corporate Secretary. Mr. Fletcher has substantial experience in corporate governance, securities law, strategic transactions, financings, healthcare compliance and public company matters. Prior to his appointment, Mr. Fletcher served as the Company’s EVP, Legal and Strategy since January 2026 and previously served as the Company’s General Counsel, Chief Compliance Officer and Assistant Corporate Secretary. There are no family relationships between either Mr. Gordon or Mr. Fletcher and any director or executive officer of the Company. There are no arrangements or understandings between either officer and any other person pursuant to which such officer was appointed, other than arrangements with the Company. Any compensation arrangements for Mr. Gordon and Mr. Fletcher will be disclosed, if required, in subsequent filings. Election of Director Effective June 19, 2026, the Board appointed Mr. Gordon as a member of the Board. Mr. Gordon will serve as a director until his successor is duly elected and qualified or until his earlier resignation, death or removal. There are no arrangements or understandings between Mr. Gordon and any other person pursuant to which he was appointed as a director, other than arrangements with the Company. There are no transactions involving Mr. Gordon requiring disclosure under Item 404(a) of Regulation S-K, except as may be disclosed in subsequent filings.