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Cellebrite (CLBT) CEO gets 339,484-share award and withholds 139,713 shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Cellebrite DI Ltd. Chief Executive Officer Thomas E. Hogan reported equity compensation and related share withholding. On August 11, 2026, 339,484 ordinary shares were delivered to him upon certification that performance conditions for awards granted on September 19, 2025 were met. On August 12, 2026, 139,713 shares from this vesting were withheld and disposed of to cover his tax obligations at a weighted average price of $15.3861 per share, with individual trades between $15.06 and $15.73. The transactions are reported as directly owned and are not affirmed as executed under a Rule 10b5-1 trading plan.

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Insider Hogan Thomas E.
Role Chief Executive Officer
Sold 139,713 shs ($2.15M)
Type Security Shares Price Value
Sale Ordinary shares, par value NIS 0.00001 F2, F3 139,713 $15.3861 $2.15M
Grant/Award Ordinary shares, par value NIS 0.00001 F1 339,484 $0.00 $0.00
Holdings After Transaction: Ordinary shares, par value NIS 0.00001 — 790,548 shares (Direct)
Footnotes (3)
  1. F1. Represents ordinary shares of the Issuer delivered pursuant to the terms of performance share awards made to the reporting person on September 19, 2025. The performance-based vesting requirements applicable to such awards were satisfied on August 11, 2026, which represents the date on which the level of performance attained was certified.
  2. F2. Shares withheld from the vesting and distribution of performance share awards to satisfy the reporting person's tax obligations.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.06 to $15.73, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Performance shares delivered 339,484 shares Ordinary shares delivered on August 11, 2026 upon certification of 2025 performance awards
Shares withheld for taxes 139,713 shares Shares from vesting of performance awards disposed of on August 12, 2026 for tax obligations
Weighted average disposal price $15.3861 per share Weighted average price for 139,713 shares, with trades from $15.06 to $15.73
Trade price range $15.06–$15.73 per share Price range for multiple transactions comprising the weighted average sale
Award grant date September 19, 2025 Date performance share awards were originally granted to Thomas E. Hogan
Performance certification date August 11, 2026 Date performance level was certified, triggering delivery of performance shares
performance share awards financial
"Represents ordinary shares of the Issuer delivered pursuant to the terms of performance share awards"
Performance share awards are grants of company stock that executives or employees receive only if the business reaches specific financial or operational goals over a set period. They matter to investors because they align management’s pay with company performance—like a bonus that pays in shares only when targets are hit—so successful outcomes can boost future earnings and share value while failures mean the awards are forfeited.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax obligations financial
"Shares withheld from the vesting and distribution of performance share awards to satisfy the reporting person's tax obligations."

FAQ

What equity award did Cellebrite (CLBT) CEO Thomas E. Hogan receive?
Thomas E. Hogan received 339,484 ordinary shares of Cellebrite DI Ltd. The shares were delivered on August 11, 2026 after performance goals for awards granted on September 19, 2025 were certified as achieved.

How many Cellebrite (CLBT) shares were sold or withheld for taxes by the CEO?
A total of 139,713 shares were withheld and disposed of to satisfy Thomas E. Hogan’s tax obligations. These shares came from the vesting of performance share awards delivered on August 11, 2026.

Were the recent Cellebrite (CLBT) CEO share transactions under a Rule 10b5-1 plan?
The transactions are not identified as being made under a Rule 10b5-1 trading plan. The Rule 10b5-1 checkbox for these transactions is shown as unchecked in the report.

What type of shares did Cellebrite (CLBT) report for the CEO’s transactions?
Both transactions involve ordinary shares, par value NIS 0.00001, of Cellebrite DI Ltd. One transaction reflects a grant/award of shares, and the other reflects shares withheld from vesting to cover tax obligations.

Does the Form 4 disclose the Cellebrite (CLBT) CEO’s total holdings after these transactions?
The report does not state Thomas E. Hogan’s total ordinary share holdings after these transactions. The relevant Form 4 fields for shares owned following each transaction are left blank in this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
X
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*
Hogan Thomas E.
(Last)(First)(Middle)
94 SHLOMO SHMELZER ROAD
(Street)
PETAH TIKVA4970602
(City)(State)(Zip)
ISRAEL
(Country)		2. Issuer Name and Ticker or Trading Symbol
Cellebrite DI Ltd. [ CLBT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary shares, par value NIS 0.0000108/11/2026A(1)339,484A$0930,261D
Ordinary shares, par value NIS 0.0000108/12/2026S(2)139,713D$15.3861(3)790,548D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents ordinary shares of the Issuer delivered pursuant to the terms of performance share awards made to the reporting person on September 19, 2025. The performance-based vesting requirements applicable to such awards were satisfied on August 11, 2026, which represents the date on which the level of performance attained was certified.
2. Shares withheld from the vesting and distribution of performance share awards to satisfy the reporting person's tax obligations.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.06 to $15.73, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
/s/ Thomas E. Hogan08/13/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR