Sec Form 4 Filing - Haines John R @ Celularity Inc - 2025-02-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Haines John R 2. Issuer Name and Ticker or Trading Symbol Celularity Inc [ CELU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Exec Vice President (Last) (First) (Middle) C/O CELULARITY INC., 170 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2025 (Street) FLORHAM PARK, NJ07932 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/17/2025 M( 1 ) 20,000 ( 1 ) A $ 0 35,092 D Class A Common Stock 02/17/2025 F( 2 ) 7,035 D $ 2.14 28,057 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restrict ed Stock Units ( 3 ) 02/17/2025 M 20,000 ( 4 ) ( 4 ) Class A Common Stock 20,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Haines John R C/O CELULARITY INC. 170 PARK AVENUE FLORHAM PARK, NJ07932 Senior Exec Vice President Signatures /s/ John Haines 02/18/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the conversion upon vesting of restricted stock units (RSUs) into Class A common stock. On February 17, 2023, the reporting person was granted 20,000 RSUs, which vested on February 17, 2025. Such RSUs were previously reported in Table II on a Form 4 filed with the SEC on February 22, 2023. ( 2 )This line reflects the tax withholding on the vesting of RSUs that vested on February 17, 2025. ( 3 )Each restricted stock unit is the economic equivalent of one share of Celularity Inc. Class A Common Stock. ( 4 )On February 17, 2023, the reporting person was granted 20,000 RSUs, which vested on February 17, 2025. The Class a common stock into which such vested RSUs converted on February 17, 2025 is reported in Table I on this Form 4.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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