Celularity Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 29, 2026, the Board of Directors (the “Board”) of Celularity Inc. (the “Company”) appointed Naveen Jain to serve as a member of the Board, with his term to commence upon the expiration of the applicable waiting period following the filing and mailing of an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated thereunder (the “Effective Time”). Mr. Jain was designated for appointment to the Board pursuant to the board designation rights granted to certain investors in connection with the Company’s previously announced September 2026 financing. The financing and related board designation rights were previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2026. Mr. Jain is the founder and Chief Executive Officer of Viome Life Sciences Inc., a health technology company that applies artificial intelligence and molecular data to personalized health and nutrition. Mr. Jain previously founded InfoSpace, Intelius and TalentWise and is the founder of Moon Express. His experience spans technology, health and entrepreneurship. There are no family relationships between Mr. Jain and any director or executive officer of the Company. Except for the board designation rights described above, there are no arrangements or understandings between Mr. Jain and any other person pursuant to which he was selected as a director of the Company. Mr. Jain is not a party to any transaction with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K. . Mr. Jain will participate in the Company’s standard compensation arrangements for non-employee directors and is expected to enter into the Company’s standard form of indemnification agreement for directors and officers. Mr. Jain has not initially been appointed to any committee of the Board. In relation to this appointment, Diane Parks notified the Company of her decision to resign from the Board, effective as of the Effective Time. Ms. Parks’ decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On September 29, 2026, the Company issued a press release announcing Mr. Jain’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.