Cryo-Cell International (CCEL) moves 600,191 shares to new 2026 trust
Rhea-AI Filing Summary
Cryo-Cell International Inc. Chairman and Co-CEO David Portnoy restructured his holdings on August 5, 2026 by transferring 600,191 common shares to the David Portnoy Irrevocable 2026 Trust Agreement. The trust borrowed $800,000.26, used to satisfy Portnoy’s indebtedness, and he personally guaranteed repayment. The reported $1.3329 per share value is simply the loan amount divided by the transferred shares and not their fair market value. Portnoy is not a beneficiary of the trust, cannot revoke it and, for Section 16 purposes, disclaims beneficial ownership of its shares except for any pecuniary interest. After the transfer he directly holds 247,438 shares, has several indirect positions, and retains stock options including 280,000 underlying shares at $12.27 and 150,000 underlying shares at $3.89 per share.
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Insights
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Insider Trade Summary
20 transactions reported
Mixed
20 txns
Insider
PORTNOY DAVID
Role
Chairman, Co-CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock F1 | 600,191 | $1.3329 | $800K |
| Other | Common Stock F1 | 600,191 | $1.3329 | $800K |
| holding | Stock Option | -- | -- | -- |
| holding | Stock Option | -- | -- | -- |
| holding | Stock Option F5 | -- | -- | -- |
| holding | Stock Option F6 | -- | -- | -- |
| holding | Stock Option | -- | -- | -- |
| holding | Stock Option F7 | -- | -- | -- |
| holding | Stock Option F8 | -- | -- | -- |
| holding | Stock Option F9 | -- | -- | -- |
| holding | Stock Option F10 | -- | -- | -- |
| holding | Common Stock F2 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock F3 | -- | -- | -- |
| holding | Common Stock F4 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 247,438 shares (Direct);
Common Stock — 600,191 shares (Indirect, By David Portnoy Irrevocable 2026 Trust Agreement);
Stock Option — 729,879 shares (Direct);
Common Stock — 219,139 shares (Indirect, By Corporation);
Common Stock — 164,182 shares (Indirect, By 401K);
Common Stock — 268,878 shares (Indirect, By IRA);
Common Stock — 107,403 shares (Indirect, By Spouse);
Common Stock — 59,027 shares (Indirect, By LLC);
Common Stock — 35,230 shares (Indirect, As Custodian for son)
Footnotes (10)
- F1. On August 5, 2026, the Reporting Person transferred 600,191 shares of the Issuer's common stock to the David Portnoy Irrevocable 2026 Trust Agreement (the "Trust"). In connection with the transfer, the Trust borrowed $800,000.26, the proceeds of which were used to satisfy outstanding indebtedness of the Reporting Person. The Reporting Person personally guaranteed the Trust's repayment obligations. The price reported in Column 4 represents $800,000.26 divided by the 600,191 shares transferred and does not represent the fair market value of the shares. Deborah Portnoy, the Reporting Person's spouse, is the sole trustee. The Reporting Person is not a beneficiary of the Trust, has no power to revoke the Trust and, for purposes of Section 16 reporting, disclaims beneficial ownership of the shares held by the Trust except to the extent of any pecuniary interest therein.
- F2. 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.
- F3. 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.
- F4. Shares of common stock held by Mayim Limited Partnership, as to which 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.
- F5. 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.
- F6. 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.
- F7. Stock options vest 1/3 upon issuance, 1/3 on December 22, 2024 and 1/3 on December 22, 2025.
- F8. Stock options vest 1/3 upon issuance, 1/3 on January 21, 2026 and 1/3 on January 21, 2027.
- F9. Stock options vest 1/3 upon issuance, 1/3 on January 7, 2027 and 1/3 on January 7, 2028.
- F10. The stock options were granted pursuant to the Cryo-Cell 2022 Stock Incentive Plan and an individual award agreement. The options are divided into three equal tranches, each subject to both time-based vesting and stock-price performance conditions. One tranche vests after the first anniversary of the grant date and upon the Company's common stock achieving an average closing price of at least $6 per share over 20 consecutive trading days. One tranche vests after the second anniversary and upon achieving an average closing price of at least $8 per share over 20 consecutive trading days. One tranche vests after the third anniversary and upon achieving an average closing price of at least $10 per share over 20 consecutive trading days, in each case subject to the reporting person's continued service to the Company.
Key Figures
Shares transferred to trust: 600,191 shares
Loan to trust: $800,000.26
Reported value per transferred share: $1.3329 per share
+4 more
7 metrics
Shares transferred to trust
600,191 shares
Common Stock moved on August 5, 2026 to the David Portnoy Irrevocable 2026 Trust Agreement
Loan to trust
$800,000.26
Amount borrowed by the trust in connection with the share transfer to satisfy Portnoy’s indebtedness
Reported value per transferred share
$1.3329 per share
Loan amount divided by 600,191 shares; expressly not the shares’ fair market value
Direct common shares after transfer
247,438 shares
Direct ownership of Cryo-Cell common stock following the August 5, 2026 restructuring
401K indirect holdings
164,182 shares
Cryo-Cell common stock held indirectly through a 401K account
Stock option at $12.27
280,000 underlying shares
Direct stock option exercisable at $12.27 expiring December 22, 2028
Stock option at $3.89
150,000 underlying shares
Direct stock option exercisable at $3.89 expiring January 7, 2031
Key Terms
Irrevocable 2026 Trust Agreement, pecuniary interest, beneficial owner, stock-price performance conditions
4 terms
Irrevocable 2026 Trust Agreement financial
"transferred 600,191 shares of the issuer’s common stock to the David Portnoy Irrevocable 2026 Trust Agreement"
pecuniary interest financial
"disclaims beneficial ownership of the shares held by the Trust except to the extent of any pecuniary interest"
beneficial owner regulatory
"may be deemed beneficial owner as the Chairman of the Board and Secretary"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
stock-price performance conditions financial
"options are divided into three equal tranches, each subject to both time-based vesting and stock-price performance conditions"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did David Portnoy report for Cryo-Cell (CCEL) on August 5, 2026?
David Portnoy reported transferring 600,191 common shares of Cryo-Cell to the David Portnoy Irrevocable 2026 Trust Agreement. In connection with this transfer, the trust borrowed $800,000.26, which was used to satisfy Portnoy’s outstanding indebtedness, and he personally guaranteed the trust’s repayment obligations.
What are David Portnoy’s direct Cryo-Cell (CCEL) holdings after this restructuring?
After the restructuring, David Portnoy directly holds 247,438 shares of Cryo-Cell common stock. He also has various indirect holdings through retirement accounts, family and entities, and significant stock option positions, in addition to shares held by the newly established 2026 trust.
What indirect Cryo-Cell (CCEL) holdings are associated with David Portnoy?
Indirectly, Portnoy is associated with 164,182 shares via a 401K, 268,878 shares via an IRA, 107,403 shares held by his spouse and 59,027 shares held by an LLC. Additional shares are held by certain corporations and a 2026 trust, with beneficial ownership described in the notes.
What key stock options on Cryo-Cell (CCEL) does David Portnoy hold?
Portnoy holds several stock options, including options over 280,000 shares at an exercise price of $12.27 expiring in 2028 and 150,000 shares at $3.89 expiring in 2031. Footnotes describe time based vesting and stock price performance conditions, with specified price targets over consecutive trading days.