Celularity (CELU) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 30, 2026, at 1:00 p.m. ET, at 170 Park Ave., Florham Park, New Jersey.

• Board recommends FOR the director nominee and Proposals 2, 3, 5 and 6; it recommends a 3-year frequency for advisory compensation votes.

Voting matters and shareholder proposals

• Shareholders will vote on auditor ratification, advisory executive compensation, the frequency of future advisory compensation votes, an equity plan amendment and approval of financing-related share issuance.

Board of directors and corporate governance

• Steven N. Gordon, Esq. is nominated as the sole Class II director, to serve until the 2029 annual meeting and until a successor is elected and qualified, subject to earlier departure.