CCEL Form 4: Portnoy Disposes 15,611 Shares; Large Option Holdings Detailed

Rhea-AI Filing Summary

David Portnoy, Chairman and Co-CEO of Cryo-Cell International, filed a Form 4 reporting insider changes on 09/02/2025. The filing discloses a disposition of 15,611 shares of common stock on that date at an effective price of $0.00. The explanation states the child reached majority and the reporting person no longer has beneficial ownership of those shares.

The filing also lists the reporting person’s existing beneficial holdings and derivative positions. Non-derivative holdings are shown across multiple accounts and entities 280,000 options at $12.27

Positive

• Insider disclosure is timely and detailed, listing direct and indirect holdings and option tranches
• Significant option positions remain that align insider incentives with future share-price performance (e.g., 280,000 options at $12.27)

Negative

• Reported disposition of 15,611 shares (recorded at $0.00) reduces the reporting person’s beneficial ownership in that parcel
• Potential dilution from multiple outstanding option tranches could affect future per‑share metrics if exercised

Insights

Financial Analyst

TL;DR: Insider reported a small non‑cash transfer while retaining large option positions that preserve potential future upside.

The Form 4 records a 15,611-share disposition at $0.00 on 09/02/2025, attributed to a child reaching majority. This appears administrative rather than a market sale. More material to equity value are the outstanding stock options: notably 280,000 options at $12.27 (exp. 12/22/2028) and several 50,000-option tranches with strikes between $4.30 and $8.08 and expirations from 2027–2030. Those option positions represent potential dilution if exercised and are relevant for modeling future share count and dilution scenarios.

Corporate Governance Expert

TL;DR: The reported transfer appears procedural; disclosure is consistent with governance and Section 16 reporting requirements.

The filing identifies David Portnoy as Chairman and Co-CEO and lists multiple indirect holdings through related entities and custodial accounts. The 09/02/2025 entry shows a code J disposition and an explanation that a child reached majority, which explains removal of beneficial ownership without indicating a market sale. The breadth of holdings across entities and custodial accounts is disclosed, aligning with transparency expectations for insiders. No other executive departures, new grants, or cash sales are reported in this filing.

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

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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)
09/02/2025

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								804,742	D
Common Stock								164,182	I	By 401K
Common Stock								247,757	I	By IRA
Common Stock								102,586	I	By Spouse
Common Stock								59,027	I	By LLC(1)
Common Stock								55,219	I	By Corporation(2)
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
Common Stock								15,611	I	As Custodian for daughter
Common Stock								152,882	I	By Corporation(3)
Common Stock	09/02/2025		J		15,611	D(4)	$0.00	0	I	As Custodian for Daughter

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(5)	12/22/2028	Common Stock	280,000		280,000	D
Stock Option	$4.77							01/03/2023(6)	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(7)	12/22/2028	Common Stock	50,000		50,000	D
Stock Option	$8.08							01/21/2025(8)	01/21/2030	Common Stock	50,000		50,000	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Child reached age of majority and reporting person no longer has beneficial ownership.

5. 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.

6. 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.

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

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

	/s/ David Portnoy	09/02/2025
	** 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 report on the Form 4 for CCEL?

The Form 4 reports a disposition of 15,611 common shares on 09/02/2025 at an indicated price of $0.00 and lists existing direct and indirect holdings and stock option positions.

Why was 15,611 shares recorded at $0.00 on the Form 4?

The filing states the transfer reflects that a child reached majority, and the reporting person no longer has beneficial ownership of those shares.

How many options does the reporting person hold that are disclosed in this filing?

The filing shows multiple option grants including 280,000 options at $12.27 50,000 options with various strikes and expirations (2027–2030).

Does the Form 4 show any cash sales of CCEL shares by the insider?

No cash sale is reported in this filing; the recorded disposition of 15,611 shares is shown with a price of $0.00.

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

The Form 4 identifies David Portnoy as Chairman and Co‑CEO, and indicates he is a 10% owner and a Director.