Celularity Seeks Shareholder Approval for Director Re-election, Equity Plan Boost

Ticker: CELUW · Form: DEF 14A · Filed: Nov 7, 2025 · CIK: 1752828

Sentiment: mixed

Topics: Proxy Statement, Shareholder Meeting, Director Election, Equity Incentive Plan, Dilution Risk, Corporate Governance, Biotechnology

Related Tickers: CELUW

TL;DR

**Celularity's proposed 3.5M share increase for its equity plan is a red flag for dilution-wary investors; vote against it if you're concerned about your stake.**

AI Summary

Celularity Inc. (CELUW) is holding its 2025 Annual Meeting of Stockholders on December 19, 2025, at its headquarters in Florham Park, New Jersey. Key proposals include the re-election of three Class I directors: Peter Diamandis, M.D., Diane Parks, and Geoffrey Ling, M.D., to serve until the 2028 annual meeting. Stockholders will also vote to ratify EisnerAmper LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. A significant proposal involves amending the 2021 Equity Incentive Plan to increase the number of shares reserved for awards by 3,500,000 shares. As of October 30, 2025, there were 28,316,485 shares of Class A common stock outstanding, each entitled to one vote. The board of directors recommends voting FOR all nominees and proposals. The proxy materials, including the 2024 Annual Report, were mailed around November 3, 2025.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines key governance decisions and potential dilution. The proposed increase of 3,500,000 shares for the 2021 Equity Incentive Plan could lead to significant dilution for existing shareholders, impacting per-share earnings and ownership percentages. For employees, a larger equity pool might signal continued incentive opportunities, potentially aiding talent retention in the competitive biotech sector. The re-election of Class I directors, including experienced figures like Peter Diamandis, M.D., and Diane Parks, provides continuity in leadership, which can be a stabilizing factor for customers and the broader market, especially in a company focused on cellular therapies.

Risk Assessment

Risk Level: medium — The primary risk stems from Proposal No. 3, which seeks to increase the shares reserved for the 2021 Equity Incentive Plan by 3,500,000 shares. While equity incentives are common, a substantial increase can lead to significant shareholder dilution, impacting the value of existing shares. This proposal, combined with the 28,316,485 shares of Class A common stock outstanding as of October 30, 2025, represents a notable potential increase in the share count.

Analyst Insight

Investors should carefully evaluate Proposal No. 3 regarding the 3,500,000 share increase for the equity incentive plan. Consider voting 'Against' this proposal if you are concerned about potential dilution of your ownership stake. For the other proposals, a 'For' vote aligns with board recommendations for continuity and standard corporate governance.

Financial Highlights

debt To Equity
0.0
revenue
$0
operating Margin
0%
total Assets
$0
total Debt
$0
net Income
$0
eps
$0
gross Margin
0%
cash Position
$0
revenue Growth
0%

Key Numbers

Key Players & Entities

FAQ

What are the key proposals for Celularity Inc.'s 2025 Annual Meeting?

Celularity Inc.'s 2025 Annual Meeting includes three key proposals: the election of three Class I directors (Peter Diamandis, M.D., Diane Parks, and Geoffrey Ling, M.D.), the ratification of EisnerAmper LLP as the independent registered public accounting firm for fiscal year 2025, and an amendment to increase the shares reserved under the 2021 Equity Incentive Plan by 3,500,000 shares.

When and where will Celularity Inc.'s 2025 Annual Meeting of Stockholders be held?

Celularity Inc.'s 2025 Annual Meeting of Stockholders will be held on December 19, 2025, at 9:00 a.m. Eastern Time at Celularity's headquarters located at 170 Park Avenue, Florham Park, New Jersey 07932.

Who are the Class I directors nominated for re-election at Celularity Inc.?

The Class I directors nominated for re-election at Celularity Inc.'s 2025 Annual Meeting are Peter Diamandis, M.D., Diane Parks, and Geoffrey Ling, M.D. If elected, their terms will expire at the annual meeting of stockholders in 2028.

What is the significance of Proposal No. 3 for Celularity Inc. shareholders?

Proposal No. 3 is significant because it seeks to amend Celularity Inc.'s 2021 Equity Incentive Plan to increase the number of shares reserved for awards by 3,500,000 shares. This could lead to dilution for existing shareholders, impacting their ownership percentage and the per-share value.

How many shares of Celularity Inc. Class A common stock were outstanding on the record date?

As of the record date, October 30, 2025, there were 28,316,485 shares of Celularity Inc.'s Class A common stock, par value $0.0001 per share, outstanding and entitled to vote at the Annual Meeting.

What is the board of directors' recommendation for the proposals at Celularity Inc.'s Annual Meeting?

Celularity Inc.'s board of directors recommends that stockholders vote FOR the nominee for director and IN FAVOR of the other proposals outlined in the accompanying proxy statement, including the ratification of EisnerAmper LLP and the amendment to the 2021 Equity Incentive Plan.

How can Celularity Inc. stockholders access the proxy materials for the 2025 Annual Meeting?

Celularity Inc. stockholders can access the proxy statement and annual report online at https://www.cstproxy.com/celularity/2025. The proxy materials were first mailed to stockholders on or about November 3, 2025.

What is a 'broker non-vote' and how does it affect voting on Celularity Inc.'s proposals?

A 'broker non-vote' occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because they lack discretionary voting power and haven't received instructions. For Celularity Inc., director elections (Proposal No. 1) and the equity plan amendment (Proposal No. 3) are 'non-discretionary' items, so broker non-votes will have no effect. The audit firm ratification (Proposal No. 2) is 'discretionary,' allowing brokers to vote even without instructions.

What is the deadline for Celularity Inc. stockholders to submit proposals for the 2026 annual meeting?

To be considered for inclusion in Celularity Inc.'s 2026 proxy materials, stockholder proposals must be submitted in writing by July 10, 2026, to the Corporate Secretary at 170 Park Ave., Florham Park, New Jersey 07932. For proposals not included in proxy materials, the deadline is between August 21, 2026, and September 20, 2026.

What are the voting requirements for the proposals at Celularity Inc.'s 2025 Annual Meeting?

For director election (Proposal No. 1), a plurality of votes is required. For the audit firm ratification (Proposal No. 2) and the equity plan amendment (Proposal No. 3), the affirmative vote of a majority of the voting power of shares present and entitled to vote is needed. Abstentions count as 'Against' for Proposals 2 and 3, while broker non-votes have no effect on Proposal 1 and 3, but count as 'Against' for Proposal 2.

Industry Context

Celularity Inc. operates in the biotechnology sector, focusing on cellular therapies. This industry is characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. The competitive landscape includes numerous companies vying for breakthroughs in areas like oncology and autoimmune diseases, with success often dependent on clinical trial outcomes and intellectual property.

Regulatory Implications

As a biotechnology company, Celularity is subject to stringent regulations from bodies like the FDA. Any delays or failures in clinical trials, manufacturing compliance, or regulatory approvals can significantly impact its operations and market access. The proposed increase in shares for the equity incentive plan could dilute existing shareholders if not managed carefully alongside future funding rounds.

What Investors Should Do

  1. Vote FOR the re-election of Class I directors Peter Diamandis, M.D., Diane Parks, and Geoffrey Ling, M.D. to ensure board continuity.
  2. Vote FOR the ratification of EisnerAmper LLP as the independent registered public accounting firm for fiscal year 2025 to maintain audit integrity.
  3. Consider the implications of the proposed 3,500,000 share increase under the 2021 Equity Incentive Plan on potential dilution and future equity compensation strategies.
  4. Review the 2024 Annual Report for detailed financial performance and operational updates prior to the meeting.

Key Dates

Glossary

DEF 14A
A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by companies that are required to solicit shareholder votes. (This document contains the agenda and details for Celularity Inc.'s 2025 Annual Meeting of Stockholders.)
Class I Directors
A class of directors on a company's board, typically elected for staggered terms. (Three Class I directors are up for re-election at the 2025 Annual Meeting.)
2021 Equity Incentive Plan
A plan established by Celularity Inc. to grant equity-based awards to employees, directors, and consultants. (A proposal to increase the number of shares reserved for awards under this plan is being voted on.)
Street Name
Shares of stock held in an account by a broker or other nominee on behalf of the beneficial owner. (Explains how beneficial owners of shares held in street name can vote their shares.)

Year-Over-Year Comparison

This DEF 14A filing for the 2025 Annual Meeting focuses on director elections, auditor ratification, and an equity incentive plan amendment. Specific comparative financial metrics from a prior year's proxy statement are not detailed within this document, but the included 2024 Annual Report will provide the necessary financial context for the preceding fiscal year.

Filing Stats: 4,812 words · 19 min read · ~16 pages · Grade level 10.3 · Accepted 2025-11-07 13:13:52

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 36 HOUSEHOLDING 42 STOCKHOLDER PROPOSALS 42 OTHER MATTERS 43 i CELULARITY INC. 170 Park Avenue Florham Park, New Jersey 07932. PROXY FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 19, 2025 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING GENERAL INFORMATION How do I attend and participate in the Annual Meeting? The Annual Meeting will be held on December 19, 2025 at 9:00 a.m. Eastern Time at Celularity’s headquarters located at 170 Park Avenue, Florham Park, New Jersey. Information on how to vote in person at the Annual Meeting is discussed below. When are this proxy statement and the accompanying materials scheduled to be sent to stockholders? The proxy materials, including this proxy statement, a proxy card for shares held in street name ( i.e., held for your account by a broker of other nominee), or voting instruction card and the Annual Report on Form 10-K for the year ended December 31, 2024, or the 2024 Annual Report, are first being mailed to stockholders on or about November 3, 2025. These materials are also available for viewing, printing and downloading on the Internet at https://www.cstproxy.com/celularity/2025. Who is soliciting my vote? Our board of directors is soliciting your vote for the Annual Meeting, including at any adjournments or postponements of the meeting. When is the record date for the Annual Meeting? The record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on October 30, 2025. How many votes can be cast by all stockholders? There were 28,316,485 shares of our Class A common stock, par value $0.0001 per share, outstanding on October 30, 2025, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each sh

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