Sec Form 4 Filing - Lim Kok Thay @ Celularity Inc - 2025-07-24

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 Lim Kok Thay 2. Issuer Name and Ticker or Trading Symbol Celularity Inc [ CELU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 25TH FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2025 (Street) KUALA LUMPUR, N850250 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Warrants (Right to Buy) $ 8.1 07/24/2025 J( 1 )( 2 ) 300,000 06/20/2023 06/20/2028 Class A Common Stock 300,000 ( 1 ) ( 2 ) 0 I By Resorts World Inc Pte. Ltd. ( 3 ) Warrants (Right to Buy) $ 2.844 07/24/2025 J( 1 )( 2 ) 300,000 06/20/2023 06/20/2028 Class A Common Stock 300,000 ( 1 ) ( 2 ) 300,000 I By Resorts World Inc Pte. Ltd. ( 3 ) Warrants (Right to Buy) $ 5.895 07/24/2025 J( 1 )( 2 ) 300,000 03/13/2024 06/20/2028 Class A Common Stock 300,000 ( 1 ) ( 2 ) 0 I By Resorts World Inc Pte. Ltd. ( 3 ) Warrants (Right to Buy) $ 2.844 07/24/2025 J( 1 )( 2 ) 300,000 03/13/2024 06/20/2028 Class A Common Stock 300,000 ( 1 ) ( 2 ) 300,000 I By Resorts World Inc Pte. Ltd. ( 3 ) Warrants (Right to Buy) $ 2.988 07/24/2025 J( 1 )( 2 ) 1,350,000 07/15/2024 07/15/2029 Class A Common Stock 1,350,000 ( 1 ) ( 2 ) 0 I By Resorts World Inc Pte. Ltd. ( 3 ) Warrants (Right to Buy) $ 2.844 07/24/2025 J( 1 )( 2 ) 1,350,000 07/15/2024 07/15/2029 Class A Common Stock 1,350,000 ( 1 ) ( 2 ) 1,350,000 I By Resorts World Inc Pte. Ltd. ( 3 ) Warrants (Right to Buy) $ 2.844 07/24/2025 J( 2 )( 4 ) 500,000 07/24/2025 07/24/2030 Class A Common Stock 500,000 ( 4 ) 500,000 I By Resorts World Inc Pte. Ltd. ( 3 ) Warrants (Right to Buy) $ 2.528 07/24/2025 J( 2 )( 5 ) 3,700,000 ( 6 ) ( 6 ) Class A Common Stock 3,700,000 ( 5 ) 3,700,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lim Kok Thay 25TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR, N850250 X Genting Berhad 14TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR, N850250 X Resorts World Inc Pte. Ltd. 3 LIM TECK KIM RD #09-02, GENTING CENTRE SINGAPORE, U0088934 X Signatures /s/ Lim Kok Thay 07/28/2025 Signature of Reporting Person Date Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary 07/28/2025 Signature of Reporting Person Date Resorts World Inc Pte. Ltd. By: /s/ Hiu Woon Yau, Director 07/28/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. ( 2 )Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warra nt under Section 16 of the Exchange Act. ( 3 )These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. ( 4 )On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet. ( 5 )In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025. ( 6 )This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant.

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