Celularity Inc
For the period ended Nov 7, 2025. Filed Nov 7, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 7, 2025 · Filed Nov 7, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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170 Park Ave.
Florham Park, New Jersey 07932
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To be held on December 19, 2025
Notice is hereby given that the 2025 Annual Meeting of Stockholders, or Annual Meeting, of Celularity Inc., 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. The Annual Meeting will be held for the following purposes:
| 1. | To elect three Class I directors, Peter Diamandis, M.D., Diane Parks and Geoffrey Ling, M.D., to our board of directors, to serve as the Class I directors, to hold office until our annual meeting of stockholders in 2028, and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal; |
| 2. | To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To amend our 2021 Equity Incentive Plan to increase the number of shares of common stock reserved and available for awards by 3,500,000 shares; and |
| 4. | To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
These items of business are more fully described in the proxy statement accompanying this notice.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEE AND IN FAVOR OF THE OTHER PROPOSAL OUTLINED IN THE ACCOMPANYING PROXY STATEMENT.
Only Celularity Inc. stockholders of record at the close of business on October 30, 2025, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof. At the time and date of the annual meeting, stockholders will be able to inspect a list of stockholders of record for any purpose germane to the annual meeting. Stockholders may also view a list of stockholders of record for ten days prior to the annual meeting during normal business hours at our headquarters at 170 Park Avenue, Florham Park, New Jersey, 07932.
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders’ Meeting to 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.
The proxy statement and annual report to stockholders are available at
https://www.cstproxy.com/celularity/2025.
By order of the Board of Directors,
/s/ Robert J. Hariri
Robert J. Hariri, M.D., Ph.D.
Chief Executive Officer
Florham Park, New Jersey
November 7, 2025
You are cordially invited to attend the annual meeting in person. Whether or not you expect to attend the annual meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the annual meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the annual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the annual meeting, you must obtain a proxy issued in your name from that record holder.
Table of Contents
| Page | |
|---|---|
| PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| GENERAL INFORMATION | 1 |
| PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS | 5 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| REPORT OF THE AUDIT COMMITTEE | 10 |
| PROPOSAL NO. 2—RATIFICATION OF THE APPOINTMENT OF EISNERAMPER LLP FOR THE YEAR ENDING DECEMBER 31, 2025 | 17 |
| PROPOSAL NO. 3—AMENDMENT TO OUR 2021 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED AND AVAILABLE FOR AWARDS THEREUNDER | 18 |
| PRINCIPAL STOCKHOLDERS | 23 |
| EXECUTIVE OFFICERS OF THE COMPANY | 25 |
| EXECUTIVE COMPENSATION | 26 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 36 |
| HOUSEHOLDING | 42 |
| STOCKHOLDER PROPOSALS | 42 |
| OTHER MATTERS | 43 |
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170 Park Avenue
Florham Park, New Jersey 07932.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.