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  4. [Form 4] Cellebrite DI Ltd. Insider Trading Activity

Cellebrite (CLBT) CMO sells 5,673 RSU shares under 10b5-1 trading plan

Filing Impact
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Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Cellebrite DI Ltd. Chief Marketing Officer David Nicholas Gee reported net open-market sales of 5,673 ordinary shares of Cellebrite (CLBT). The sales occurred on May 21, 2026 at weighted average prices of about $13.15 and $13.10 per share, within disclosed ranges of $13.00–$13.30 and $12.98–$13.32.

According to the footnotes, the shares sold were originally granted as restricted stock units on May 20, 2024, and the dispositions are associated with his tax obligations upon vesting. After these transactions, Gee directly holds 142,032 ordinary shares of Cellebrite. The filing states that the sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted by Gee on November 18, 2025, indicating they were scheduled in advance.

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Insider GEE DAVID NICHOLAS
Role Chief Marketing Officer
Sold 5,673 shs ($74K)
Type Security Shares Price Value
Sale Ordinary shares, par value NIS 0.00001 2,243 $13.10 $29K
Sale Ordinary shares, par value NIS 0.00001 3,430 $13.1468 $45K
Holdings After Transaction: Ordinary shares, par value NIS 0.00001 — 142,032 shares (Direct)
Footnotes (4)
  1. F1. The shares reported as disposed herein were granted on May 20, 2024, in the form of restricted stock units ("RSUs"). The disposition of shares is associated with tax obligations of the reporting person associated with the vesting of the RSUs.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.30, 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.
  3. F3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2025.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.98 to $13.32, 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.
Net shares sold 5,673 shares Open-market sales on May 21, 2026
Sale price (block 1) $13.1468 per share Weighted average for 3,430 shares sold
Sale price (block 2) $13.10 per share Weighted average for 2,243 shares sold
Post-transaction holdings 142,032 shares Direct ownership after reported sales
Price range (block 1) $13.00–$13.30 Multiple sale transactions within this range
Price range (block 2) $12.98–$13.32 Multiple sale transactions within this range
RSU grant date May 20, 2024 RSUs underlying disposed shares
10b5-1 plan adoption November 18, 2025 Date CMO adopted trading plan
restricted stock units ("RSUs") financial
"The shares reported as disposed herein were granted on May 20, 2024, in the form of restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Rule 10b5-1 trading plan regulatory
"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
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.
open-market sale financial
"transaction_action: "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
ordinary shares, par value NIS 0.00001 financial
"security_title: "Ordinary shares, par value NIS 0.00001""

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FAQ

What did Cellebrite (CLBT) executive David Gee report in this Form 4?
David Nicholas Gee, Chief Marketing Officer of Cellebrite, reported net open-market sales of 5,673 ordinary shares. The transactions were executed on May 21, 2026 at weighted average prices slightly above $13 per share, according to the filing.

Why were David Gee’s Cellebrite (CLBT) shares sold in this filing?
The filing states the disposed shares were originally granted as restricted stock units (RSUs), and the sales are associated with Gee’s tax obligations upon RSU vesting. This indicates the transactions are linked to compensation-related tax payments rather than standalone discretionary selling.

How many Cellebrite (CLBT) shares does David Gee hold after these transactions?
After the reported transactions, David Nicholas Gee directly holds 142,032 ordinary shares of Cellebrite. This post-transaction holding figure comes from the Form 4 and provides context for the scale of the 5,673-share sale relative to his remaining position.

At what prices were David Gee’s Cellebrite (CLBT) shares sold?
The Form 4 reports weighted average sale prices of about $13.15 and $13.10 per share. Footnotes explain the shares were sold in multiple trades within price ranges of $13.00–$13.30 and $12.98–$13.32, respectively.

Were David Gee’s Cellebrite (CLBT) share sales made under a Rule 10b5-1 plan?
Yes. The filing specifies that the reported sales were executed under a Rule 10b5-1 trading plan adopted by David Nicholas Gee on November 18, 2025. Such pre-arranged plans schedule trades in advance under predefined conditions.

What type of securities did David Gee sell in this Cellebrite (CLBT) Form 4?
The transactions involve Cellebrite ordinary shares with a par value of NIS 0.00001 per share. These shares originated from RSU grants made on May 20, 2024, and were sold after vesting to address associated tax obligations.
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
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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*
GEE DAVID NICHOLAS
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Marketing Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		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 0.0000105/21/2026S2,243(1)D$13.1(2)145,462D
Ordinary shares, par value NIS 0.0000105/21/2026S(3)3,430D$13.1468(4)142,032D
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. The shares reported as disposed herein were granted on May 20, 2024, in the form of restricted stock units ("RSUs"). The disposition of shares is associated with tax obligations of the reporting person associated with the vesting of the RSUs.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.30, 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.
3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2025.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.98 to $13.32, 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/ David Gee05/26/2026
** 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