Cellebrite details 9.2% equity plan dilution

Cellebrite DI Ltd. details its equity plan share reserves and states an estimated 9.2% potential dilution as of August 1, 2026.

Rhea-AI Filing Summary

Cellebrite DI Ltd. (CLBT) clarifies the equity dilution figures referenced in its 2026 annual meeting proxy materials. As of August 1, 2026, 251,341,060 ordinary shares were outstanding and 25,554,161 ordinary shares were reserved for issuance under the company’s equity compensation plans.

The reserved amount includes awards outstanding and shares available for future grants under the 2021 Share Incentive Plan and the Employee Share Purchase Plan, after a 3,500,000-share reduction in the 2021 plan reserve approved on July 29, 2026. On a fully diluted share count of 276,895,221, the company states that the resulting potential dilution was approximately 9.2%.

Filing Explained

The September 2 Form 6-K is an interim report that incorporates its dilution clarification by reference into Cellebrite’s Form S-8 and Form F-3 registration statements, making the clarification part of those referenced filings.

Key Figures

Ordinary shares outstanding: 251,341,060 shares Ordinary shares subject to outstanding awards under 2021 Share Incentive Plan: 12,917,566 shares Ordinary shares available for future grant under 2021 Share Incentive Plan: 10,418,086 shares +5 more

8 metrics

Ordinary shares outstanding 251,341,060 shares As of August 1, 2026

Ordinary shares subject to outstanding awards under 2021 Share Incentive Plan 12,917,566 shares As of August 1, 2026

Ordinary shares available for future grant under 2021 Share Incentive Plan 10,418,086 shares As of August 1, 2026, after a 3,500,000-share reserve reduction

Ordinary shares available under Employee Share Purchase Plan 2,218,509 shares As of August 1, 2026

Aggregate ordinary shares reserved for equity compensation plans 25,554,161 shares As of August 1, 2026, across SIP and ESPP

Fully diluted share count 276,895,221 shares Basis for potential dilution calculation as of August 1, 2026

Potential dilution from equity compensation plans 9.2% On a fully diluted share count of 276,895,221 as of August 1, 2026

Reduction in SIP shares reserved for future issuance 3,500,000 shares Approved by the Board on July 29, 2026

Key Terms

fully diluted share count, equity compensation plans, Share Incentive Plan, Employee Share Purchase Plan, +1 more

5 terms

fully diluted share count financial

"Based on a fully diluted share count of 276,895,221 ordinary shares"

The fully diluted share count is the total number of shares that would exist if every outstanding option, warrant, convertible security and other right to receive stock were exercised or converted today. Think of a company as a pizza: fully diluted count shows how many slices there would be if all promised slices were actually cut and handed out, which matters because it lowers each existing slice’s share of profits and voting power and changes per-share values like earnings and ownership percentages.

equity compensation plans financial

"the aggregate number of ordinary shares reserved for issuance under the Company’s equity compensation plans"

Equity compensation plans are programs that give employees or directors a stake in a company through stock, options, or restricted shares, like handing workers a slice of the ownership pie instead of only a paycheck. They matter to investors because they align staff incentives with company performance and can change the number of shares outstanding, which affects per-share earnings and shareholder value, so investors watch their size and terms closely.

Share Incentive Plan financial

"outstanding awards under the Company’s 2021 Share Incentive Plan"

A share incentive plan is a company program that gives employees or directors the chance to receive or buy company shares, often after staying with the firm or meeting performance goals. It matters to investors because it’s like giving workers a slice of the company pie to boost performance and loyalty, but issuing those slices can reduce each existing owner’s portion and change metrics such as earnings per share and share count.

Employee Share Purchase Plan financial

"available for issuance under the Company's Employee Share Purchase Plan"

A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.

potential dilution financial

"the resulting potential dilution was approximately 9.2%"

Potential dilution describes the risk that a company’s existing shareholders may own a smaller percentage of the company in the future because additional shares could be created or converted from instruments like stock options, convertible bonds, warrants, or new share issuances. It matters to investors because it can reduce each share’s claim on earnings and voting power, like pouring the same amount of water into more cups so each cup holds less.

FAQ

What was Cellebrite (CLBT)'s ordinary share count as of August 1, 2026?

As of August 1, 2026, Cellebrite reports 251,341,060 ordinary shares outstanding. This figure is used as the base share count in its clarification of equity plan reserves and potential dilution.

How many Cellebrite (CLBT) shares are reserved under equity compensation plans?

Cellebrite reports an aggregate of 25,554,161 ordinary shares reserved for issuance under its equity compensation plans as of August 1, 2026, including the 2021 Share Incentive Plan and the Employee Share Purchase Plan.

What potential dilution does Cellebrite (CLBT) disclose from its equity plans?

Based on a fully diluted share count of 276,895,221 ordinary shares as of August 1, 2026, Cellebrite states that the resulting potential dilution from its equity compensation plans was approximately 9.2%.

How many shares were available for future grants under Cellebrite’s 2021 Share Incentive Plan?

As of August 1, 2026, Cellebrite reports 10,418,086 ordinary shares available for future grant under its 2021 Share Incentive Plan, after regular plan activity and a board-approved reserve reduction.

What change did Cellebrite (CLBT) make to the 2021 Share Incentive Plan reserve?

On July 29, 2026, Cellebrite’s Board approved a reduction of 3,500,000 ordinary shares reserved for future issuance under the 2021 Share Incentive Plan as part of its review of the equity compensation program.

How many Cellebrite (CLBT) shares are available under the Employee Share Purchase Plan?

Cellebrite reports that 2,218,509 ordinary shares were available for issuance under its Employee Share Purchase Plan as of August 1, 2026.

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Available on EDGAR 09/02/2026 - 05:21 PM Accepted by SEC EDGAR 09/02/2026 - 05:20 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of September 2026

Commission File Number 001-40772

Cellebrite DI Ltd.

(Translation of registrant’s name into English)

94 Shlomo Shmelzer Road

Petah Tikva 4970602, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

In connection with inquiries received regarding the dilution figures disclosed in the proxy statement for the 2026 Annual General Meeting of Shareholders of Cellebrite DI Ltd. (the “Company”), the Company wishes to note the following:

As of August 1, 2026, (i) the total number of ordinary shares outstanding was 251,341,060, (ii) the total number of ordinary shares subject to outstanding awards under the Company’s 2021 Share Incentive Plan (the “SIP”) was 12,917,566, (iii) the total number of ordinary shares available for future grant under the SIP was 10,418,086, reflecting regular equity plan activity as well as a reduction of 3,500,000 ordinary shares reserved for future issuance under the SIP as approved by the Board of Directors on July 29, 2026 as part of its ongoing review of the Company’s equity compensation program, and (iv) the total number of ordinary shares available for issuance under the Company's Employee Share Purchase Plan was 2,218,509. Accordingly, the aggregate number of ordinary shares reserved for issuance under the Company’s equity compensation plans was 25,554,161. Based on a fully diluted share count of 276,895,221 ordinary shares as of August 1, 2026, the resulting potential dilution was approximately 9.2%.

The contents of this Report on Form 6-K are incorporated by reference into the Company’s registration statements on Form S-8 (File Nos. 333-260878, 333-278130 and 333-293973) filed with the SEC on November 8, 2021, March 21, 2024 and March 3, 2026, respectively, and Form F-3 (File No. 333-259826) filed with the SEC on September 13, 2022, to be a part thereof from the date on which this Report on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Cellebrite DI Ltd.
Date: September 2, 2026	By:	/s/ Holly Windham
		Holly Windham
		General Counsel

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