Celularity (CELU) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 19, 2025, at 9:00 a.m. Eastern Time in Florham Park, NJ.

• Shareholders can vote electronically or in person at the meeting.

• Proxy materials, including the annual report and proxy statement, are available online for review.

Voting matters and shareholder proposals

• Election of three Class I directors to serve until the 2028 annual meeting.

• Ratification of EisnerAmper LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Amendment to the 2021 Equity Incentive Plan to increase available shares by 3,500,000.

• Other business may be transacted as properly brought before the meeting.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Nominees for Class I directors are Peter Diamandis, M.D., Diane Parks, and Geoffrey Ling, M.D.

• Directors to serve until 2028 or until successors are elected and qualified.