[144] Cellebrite DI Ltd. Warrants SEC Filing

Rhea-AI Filing Summary

Cellebrite DI Ltd. Form 144 notice reports a proposed sale of 2,874 ordinary shares on 08/21/2025 through Morgan Stanley Smith Barney LLC on Nasdaq, with an aggregate market value of $44,489.52. The filer states there are 245,155,280 shares outstanding. The shares to be sold were partly acquired as 5,673 non-qualified performance stock units granted under an issuer S-8 plan on 08/20/2025, paid as employee compensation. The filing also discloses two prior sales by David Gee in May 2025 totaling 22,705 shares for gross proceeds of $381,590.05. The notice includes the standard certification that the seller does not possess undisclosed material adverse information.

Positive

• Full disclosure of proposed sale details including number of shares, broker, exchange, and aggregate market value
• Clear identification of acquisition source (5,673 non-qualified PSUs under an S-8 plan paid as employee compensation)
• Disclosure of prior sales in May 2025 with exact proceeds, supporting transparency

Negative

• Insider sales in May 2025 totaling 22,705 shares for gross proceeds of $381,590.05 (may be interpreted as insider liquidity)
• No filing signature date provided in the visible content (signature and date fields are present but not populated in the provided text)

Insights

Securities Analyst

TL;DR: Routine insider sale notice showing a small planned sale and recent May sales; disclosure supports market transparency.

The Form 144 is a standard regulatory notice of proposed sale under Rule 144. It specifies a proposed sale of 2,874 ordinary shares valued at $44,489.52 to occur on 08/21/2025 and documents the acquisition of 5,673 shares as non-qualified performance stock units on 08/20/2025. The filing also lists two prior sales in May 2025 totaling 22,705 shares for $381,590.05. From a market perspective, the filing supplies required transparency about insider holdings and recent dispositions; it does not contain earnings, guidance, or other operating metrics. The information is factual and granular, enabling investors to track insider liquidity activity.

Corporate Governance Expert

TL;DR: The filing documents compliance with Rule 144 and discloses both the source of shares and recent insider sales.

The notice identifies the nature of the acquired securities (non-qualified PSUs under an S-8 plan) and confirms payment as employee compensation, which clarifies that the shares originated from company-issued awards rather than open-market purchases. It also lists broker details and exact proceeds from recent May 2025 sales by the same individual. The filing includes the signer’s representation about absence of undisclosed material adverse information, aligning with statutory attestation requirements. This is a routine governance disclosure with no additional corporate actions described.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Ordinary shares, par value NIS 0.00001	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 38th Floor New York NY 10004	2874	44489.52	245155280	08/21/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Ordinary shares, par value NIS 0.00001	08/20/2025	Non-Qualified Performance Stock Units Granted Under an Issuer S-8 Registered Plan	Cellebrite DI Ltd.			5673	08/20/2025	Employee compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
David Gee 94 Shlomo Shmelzer Road Petah Tikva L3 4970602	Ordinary shares, par value NIS 0.00001	05/21/2025	10555	178563.55
David Gee 94 Shlomo Shmelzer Road Petah Tikva L3 4970602	Ordinary shares, par value NIS 0.00001	05/23/2025	12150	203026.50

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Cellebrite DI Ltd. (CLBTW) Form 144 report?

The notice reports a proposed sale of 2,874 ordinary shares on 08/21/2025 via Morgan Stanley on Nasdaq with aggregate market value $44,489.52.

How were the shares being sold acquired?

The filing shows 5,673 shares were acquired on 08/20/2025 as non-qualified performance stock units granted under an issuer S-8 registered plan and paid as employee compensation.

Did the filer sell other shares recently?

Yes. The filing discloses two sales by David Gee in May 2025: 10,555 shares on 05/21/2025 for $178,563.55 and 12,150 shares on 05/23/2025 for $203,026.50.

What is the total number of outstanding shares reported?

The Form 144 lists 245,155,280 shares outstanding.

Which broker and exchange are involved in the proposed sale?

The broker is Morgan Stanley Smith Barney LLC Executive Financial Services, and the sale is listed on Nasdaq.

Does the filing state there is undisclosed material information?

The notice includes the standard representation that the seller does not know any material adverse information about the issuer that has not been publicly disclosed.