Celularity Inc — Board/Management Information 2026

Jan 21, 2026

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2026

Field: Rule-Page

Field: /Rule-Page

Celularity Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38914	83-1702591
(State
or other jurisdiction of
incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

| 170
Park Ave Florham
Park , New Jersey | 07932 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (908) 768-2170

N/A

(Former name or former address, if changed since last report.)

Field: Rule-Page

Field: /Rule-Page

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Class
A Common Stock, $0.0001 par value per share | CELU | The
Nasdaq Stock Market LLC |
| Warrants,
each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share | CELUW | The
Nasdaq Stock Market LLC |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers .

On January 16, 2026, the Compensation Committee of the Board of Directors of Celularity Inc. (the “Company”) approved the First Amendment to the Amended and Restated Employment Agreement of John Haines, the Company’s Senior Executive Vice President, Global Manager and Chief Administrative Officer, (i) increasing the severance period to 24 months from 12 months, (ii) increasing COBRA payment to 18 months and (iii) vesting immediately upon termination the equity options owned by Mr. Haines that would have vested over the 24 month period after the date of termination.

Field: Page; Sequence: 2; Options: NewSection; Value: 2

• 2 -

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:
January 21, 2026
By:	/s/
Robert J. Hariri
Name:	Robert
J. Hariri, M.D., Ph.D.
Title:	Chairman
and CEO

Field: Page; Sequence: 3; Options: Last

• 3 -

Field: /Page

Field: Set; Name: xdx; ID: xdx_08B_extensions eJyFUd1OwjAUfgLe4WTxErGd0Yvd4QLEiELQqLfHcSaNW89yWhAfybe07SAmauLSZD3t97tl2TCb8dQ0JPB8tZrDA7Vdg55gRTUJ2YoCory+KSC8V/RqnBe0Po1HYsmBQ4FzOTrHcJ6QO+NoXYDSZ7k6yy9Bq0IrGN9mg3hfsq3Nmqw32ADaNSyFOzHkUT56hQfcs+X2Izk9kjjDtgA9Uv31J+RK53DHO3xneXMwn5fZYJieQTYT3nYBNdl7spEJk4baYOd69vdKaaqt89wWTyixm5tgtZnsSSrj8KWhKcvChnrWbxZ12N1vUGhRlw06F6q3bO89V29jf+DQUkwVAFqPLtSSJOFvqX0hCV5a5blW40ONo+UQKJgCfbtCzQJs6TQZA9dxABe14pDcYQx9AEgJAH34lkcRgi7miOCTFAW68K+SwB/df7ZRI6WUXqI8YrOlf1r8FWYIJ70GdCiwiyq/A3wBIVHHOA==