Cryo-Cell (CCEL) Insider Trade: Large Disposal, Options Remain

Rhea-AI Filing Summary

David Portnoy, Chairman and Co-CEO of Cryo-Cell International, reported multiple transactions on Form 4. On 08/14/2025 he acquired 5,826 shares of Cryo-Cell common stock at $4.1719 per share. The filing also reports a disposition of 804,742 common shares the same date. After the reported transactions, the form lists 122,838 shares beneficially owned following the reported purchase, and numerous indirect holdings across retirement accounts, family custodial accounts, corporations, a partnership and an LLC.

The filing discloses extensive derivative holdings: stock options across multiple grants totaling specified amounts (including 280,000 options from a 12/22/2021 grant and several 50,000-option grants). Several option grants include vesting schedules and a performance vesting feature at $25.00 per share.

Positive

• Acquisition of 5,826 shares at $4.1719 indicates some direct purchase activity
• Substantial option grants remain outstanding (including a 280,000-option grant), maintaining future equity exposure
• Vesting schedules and performance vesting ($25.00 target) tie options to share-price milestones

Negative

• Large disposition of 804,742 shares reported on 08/14/2025, a material sale compared with the small purchase listed
• Direct beneficial ownership reduced to 122,838 shares following reported transactions
• Significant potential dilution from multiple outstanding option grants if exercised

Insights

Financial Analyst

TL;DR: Significant insider sale plus a small purchase; large option holdings remain outstanding.

The Form 4 shows both a material disposal of 804,742 shares and a small open-market acquisition of 5,826 shares at $4.1719. The disposal volume is large relative to the purchase and may materially reduce the reporting person’s direct holdings. The filing also documents substantial option positions, including a 280,000-option grant and multiple 50,000-option grants with multi-year vesting schedules and a performance vest at $25.00. These option grants preserve potential future equity exposure despite the reported sale.

Corporate Governance Expert

TL;DR: Insider retains indirect control and multiple governance-linked holdings despite share disposition.

Portnoy is identified as Chairman, Co-CEO, Director and a 10% owner, with indirect beneficial ownership through entities (Mayim Limited Partnership, uTIPu, Inc.) and custodial accounts for family members. The filing’s structure shows retained indirect interests and long-dated option grants with defined vesting, which are relevant to understanding ongoing alignment with shareholders and potential future dilution from option exercises.

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
Estimated average burden
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)
08/14/2025

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	08/14/2025		P		5,826	A	$4.1719	122,838	I	By 401K
Common Stock								804,742	D
Common Stock								230,621	I	By IRA
Common Stock								102,586	I	By Spouse
Common Stock								152,882	I	By Corporation(5)
Common Stock								15,611	I	as Custodian for daughter
Common Stock								59,027	I	By LLC
Common Stock								55,219	I	By Corporation(6)
Common Stock								11,352	I	As Custodian for son
Common Stock								11,242	I	As Custodian for son
Common Stock								10,783	I	As custodian for son

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(1)	12/22/2028	Common Stock	280,000		280,000	D
Stock Option	$4.77							01/03/2023(2)	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(3)	12/22/2028	Common Stock	50,000		50,000	D
Stock Option	$8.08							01/21/2025(4)	01/21/2030	Common Stock	50,000		50,000	D

Explanation of Responses:

1. 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.

2. 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.

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

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

5. 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.

6. 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.

	/s/ David Portnoy	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did David Portnoy report for CCEL on 08/14/2025?

The Form 4 reports an acquisition of 5,826 shares at $4.1719 and a disposition of 804,742 shares on 08/14/2025.

How many shares does David Portnoy beneficially own after the reported transaction?

The filing lists 122,838 shares beneficially owned following the reported transactions.

What derivative holdings does the Form 4 disclose for CCEL insider David Portnoy?

The filing discloses multiple stock option grants, including a 280,000-option grant (12/22/2021) and several 50,000-option grants with varying vesting and expiration dates.

Does any option grant include performance-based vesting?

Yes. One grant specifies immediate vesting if the company’s common stock reaches $25.00 per share during the seven-year option term.

What roles does David Portnoy hold at Cryo-Cell International (CCEL)?

The Form 4 identifies him as Chairman, Co-CEO, Director and a 10% owner of the issuer.