Cryo-Cell Insider Purchases: Portnoy Acquires 42,900 CCEL Shares

Rhea-AI Filing Summary

Insider purchases by Cryo-Cell International director and 10% owner David Portnoy are reported across September 8-10, 2025. The Form 4 shows multiple open-market purchases of Common Stock at prices between $4.30 and $4.49, including a 5,271-share purchase at a weighted average $4.31 on 09/08/2025 and a series of purchases on 09/09-09/10/2025. The listed transactions total 42,900 shares acquired during the reported dates, and the filing details existing indirect holdings and option positions, including several outstanding stock options covering 529,879 shares in the aggregate. The report is signed by David Portnoy.

Positive

• Insider buying: David Portnoy acquired a total of 42,900 shares across 09/08-09/10/2025 at weighted prices between $4.30 and $4.49, indicating management purchases.
• Transparent disclosure: The Form 4 lists direct and indirect holdings, custodial purchases for family accounts, and affiliated entity holdings, supporting regulatory transparency.

Negative

• Potential dilution: The filing discloses outstanding stock options covering a total of 529,879 shares, which could dilute existing shareholders if exercised.
• Concentrated insider ownership: Significant indirect holdings through related entities and partnerships concentrate control, which may raise governance concerns for some investors.

Insights

Financial Analyst

TL;DR: Significant insider purchases totaling 42,900 shares across three days signal executive buy-side activity at ~$4.30-$4.49 per share.

The Form 4 documents repeated purchases by a director/10% owner, which can be interpreted as management demonstrating confidence in the company at current market prices. Transactions are executed via IRA, as custodian for family, by spouse, corporation holdings and other indirect vehicles, showing coordinated accumulation across accounts. The filing also discloses substantial outstanding option grants (totaling 529,879 options), which may dilute equity if exercised. Overall, the activity is investor-relevant but routine for insiders increasing exposure.

Corporate Governance Expert

TL;DR: Multiple direct and indirect purchases by a senior insider increase beneficial ownership and raise governance transparency questions around related-party holdings.

The disclosure is thorough about the nature of indirect ownership through IRAs, family custodial accounts and affiliated entities, and it clarifies roles where the reporting person may be deemed beneficial owner of shares held by PartnerCommunity, uTIPu, and a Mayim partnership. This level of aggregation is appropriate for Section 16 compliance. Stakeholders should note concentration of ownership and the large pool of executive options that remain outstanding, which are fully disclosed in Table II.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PORTNOY DAVID

(Last) (First) (Middle)

700 BROOKER CREEK BLVD

SUITE 1800

(Street)

OLDSMAR FL 34677

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CRYO CELL INTERNATIONAL INC [ CCEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	09/08/2025		P		5,271	A	$4.31(1)	253,028	I	By IRA
Common Stock	09/09/2025		P		4,815	A	$4.49(2)	257,843	I	By IRA
Common Stock	09/09/2025		P		185	A	$4.49	11,537	I	As Custodian for son
Common Stock	09/09/2025		P		156	A	$4.48	11,398	I	As Custodian for son
Common Stock	09/09/2025		P		156	A	$4.49	10,939	I	As Custodian for son
Common Stock	09/10/2025		P		11,035	A	$4.4(3)	268,878	I	By IRA
Common Stock	09/10/2025		P		4,817	A	$4.47	107,403	I	By Spouse
Common Stock	09/10/2025		P		7,178	A	$4.42(3)	811,920	D
Common Stock	09/10/2025		P		7,200	A	$4.48	160,082	I	By Corporation(4)
Common Stock	09/10/2025		P		2,087	A	$4.48	57,306	I	By Corporation(5)
Common Stock								164,182	I	By 401K
Common Stock								59,027	I	By LLC(6)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option	$7.53							08/30/2019	08/30/2029	Common stock	26,243		26,243	D
Stock Option	$7.28							12/20/2019	12/20/2029	Common Stock	23,636		23,636	D
Stock Option	$12.27							12/22/2021(7)	12/22/2028	Common Stock	280,000		280,000	D
Stock Option	$4.77							01/03/2023(8)	01/03/2028	Common Stock	50,000		50,000	D
Stock Option	$4.3							12/23/2022	12/23/2027	Common Stock	50,000		50,000	D
Stock Option	$6.47							12/22/2023(9)	12/22/2028	Common Stock	50,000		50,000	D
Stock Option	$8.08							01/21/2025(10)	01/21/2030	Common Stock	50,000		50,000	D

Explanation of Responses:

1. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.30 to $4.32, inclusive. The reporting person undertakes to provide to Cryo-Cell International, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.48 to $4.49, inclusive. The reporting person undertakes to provide to Cryo-Cell International, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.20 to $4.45, inclusive. The reporting person undertakes to provide to Cryo-Cell International, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. Shares of Common Stock held by PartnerCommunity, Inc., as to which David I. Portnoy may be deemed beneficial owner as the Chairman of the Board and Secretary.

5. Shares of common stock held by uTIPu, Inc. as to which David Portnoy may be deemed the beneficial owner as the Chairman of the Board and Secretary.

6. Shares of common stock held by Mayim Limited Partnership as is David Portnoy may be deemed the beneficial owner as the managing member and owner of Mayim Management, LLC, which is the general partner of Mayim Management Limited Partnership, which is the general partner of Mayim Investment Limited Partnership.

7. Stock options will vest immediately if the price of the Company's common stock reaches $25.00 per share during the seven-year option term.

8. 8,750 stock options vest upon issuance, 8,749 options vest on 1/2/2024, 21,000 options vest on 1/2/2025 and 11,501 options vest on 1/2/2026.

9. Stock options vest 1/3 upon issuance, 1/3 on December 22, 2024 and 1/3 on December 22, 2025.

10. Stock options vest 1/3 upon issuance, 1/3 on January 21, 2026 and 1/3 on January 21, 2027.

	/s/ David Portnoy	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did David Portnoy purchase in the CCEL Form 4?

The filing shows David Portnoy purchased 42,900 shares of Cryo-Cell International common stock across 09/08-09/10/2025 at weighted average prices between $4.30 and $4.49.

How many outstanding stock options does the Form 4 disclose for the reporting person?

Table II lists stock options aggregating to 529,879 options covering common stock, with various exercise prices and vesting conditions.

Are purchases held directly or indirectly according to the filing?

The Form 4 shows a mix of indirect holdings (IRA, custodial accounts for son, spouse, corporations, partnerships) and direct option holdings; many acquired shares are held indirectly.

What price range were the reported purchases executed at?

The disclosed purchases were executed at weighted average prices ranging from $4.30 to $4.49, with footnotes detailing specific ranges for multi-trade averages.

Does the Form 4 explain the nature of indirect beneficial ownership?

Yes. The filing explains indirect ownership through PartnerCommunity, uTIPu, Mayim Limited Partnership, IRA accounts, custodial accounts, and other affiliated entities.