[SCHEDULE 13G] Celldex Therapeutics, Inc SEC Filing

Rhea-AI Filing Summary

Form 144 filing overview: Donaldson Company, Inc. (DCI) has submitted a Form 144 indicating the proposed sale of up to 45,808 common shares through Morgan Stanley Smith Barney LLC on the NYSE. The filing lists an aggregate market value of $3.29 million for the shares and an approximate sale date of 07/10/2025. The shares were acquired the same day via cash exercise of employee stock options.

Insider selling activity: The notice also discloses that Tod Carpenter sold 14,192 shares during the prior three months (sales on 07/08/2025 and 07/09/2025) for total gross proceeds of $1.01 million. When combined with the new notice, Carpenter could dispose of up to 60,000+ shares within a short window.

Ownership context: With 116,519,946 shares outstanding, the proposed 45,808-share sale represents approximately 0.04 % of total shares, suggesting limited dilution risk but providing a datapoint on insider sentiment.

Regulatory notes: Under Rule 144, the filer certifies that no undisclosed material adverse information exists and that volume and manner-of-sale limits are observed. The broker listed will conduct the sale on the open market.

Positive

• None.

Negative

• Insider plans to sell 45,808 shares worth $3.29 M, which can signal reduced confidence or create short-term stock overhang.
• The same insider sold 14,192 additional shares within the last three months, intensifying selling pressure perceptions.

Insights

Securities Analyst

TL;DR: Insider plans to sell 45.8k DCI shares worth $3.3 M; modest size but may pressure short-term sentiment.

Impact assessment: The filing is modest in scale—about 0.04 % of shares outstanding—yet insider sales often draw investor scrutiny. Coupled with recent 14.2k-share disposals, the cumulative selling may raise questions about management’s outlook even if mechanically linked to option exercises. Market impact should be limited given DCI’s liquidity, but short-term perception could skew negative.

Corporate Governance Expert

TL;DR: Repeated sales by a key insider highlight transparency but can fuel governance-related concerns.

The Form 144 maintains compliance with disclosure rules and affirms no undisclosed adverse information; this is good governance practice. However, investors often interpret clustered sales—45.8k shares now plus 14.2k recently—negatively, particularly when the insider is a senior executive. Although the percentage is small, boards should ensure clear communication of trading-plan motives to mitigate perception risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Celldex Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

15117B202

(CUSIP Number)

07/02/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 15117B202

1

Names of Reporting Persons

Point72 Asset Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,464,400.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,464,400.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,464,400.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.7 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Includes 1,000,000 Shares (as defined in Item 2(a)) issuable upon exercise of call options.

SCHEDULE 13G

CUSIP No. 15117B202

1

Names of Reporting Persons

Point72 Capital Advisors, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,464,400.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,464,400.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,464,400.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.7 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Includes 1,000,000 Shares issuable upon exercise of call options.

SCHEDULE 13G

CUSIP No. 15117B202

1

Names of Reporting Persons

Steven A. Cohen

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,464,400.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,464,400.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,464,400.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Includes 1,000,000 Shares issuable upon exercise of call options.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Celldex Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: Perryville III Building, 53 Frontage Road, Suite 220, Hampton, NJ 08827
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Point72 Asset Management, L.P. ("Point72 Asset Management") with respect to the shares of common stock, par value $0.001 per share ("Shares"), of Celldex Therapeutics, Inc. held by (and underlying options held by) Point72 Associates, LLC, an investment fund it manages ("Point72 Associates"); (ii) Point72 Capital Advisors, Inc. ("Point72 Capital Advisors Inc.") with respect to Shares held by (and underlying options held by) Point72 Associates; and (iii) Steven A. Cohen ("Mr. Cohen") with respect to Shares beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc. Each of Cubist Systematic Strategies, LLC and Point72 Asia (Singapore) Pte. Ltd. are advisors under common control with Point72 Asset Management, and each acts as a sub-advisor with respect to a portion of the Shares reported herein. Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934 (the "Act").
(b)	Address or principal business office or, if none, residence: The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902.
(c)	Citizenship: Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 15117B202
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 9, 2025. Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by Point72 Associates. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen controls each of Point72 Asset Management and Point72 Capital Advisors Inc. The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
(b)	Percent of class: 6.7%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 9, 2025.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 9, 2025.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 9, 2025.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 9, 2025.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Point72 Associates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Point72 Asset Management, L.P.

Signature:	/s/ Jason M. Colombo
Name/Title:	Jason M. Colombo, Authorized Person
Date:	07/10/2025

Point72 Capital Advisors, Inc.

Signature:	/s/ Jason M. Colombo
Name/Title:	Jason M. Colombo, Authorized Person
Date:	07/10/2025

Steven A. Cohen

Signature:	/s/ Jason M. Colombo
Name/Title:	Jason M. Colombo, Authorized Person
Date:	07/10/2025

Exhibit Information

Exhibit 99.1: Joint Filing Agreement

FAQ

How many Donaldson (DCI) shares are being proposed for sale in this Form 144?

The filing covers up to 45,808 common shares.

What is the market value of the shares listed in the DCI Form 144?

The aggregate market value is $3,285,006.20.

When is the approximate sale date for the DCI shares?

The Form 144 lists an approximate sale date of 07/10/2025.

Which broker will handle the sale of Donaldson shares?

Morgan Stanley Smith Barney LLC, Executive Financial Services division.

How much did the insider sell in the previous three months?

Prior sales totaled 14,192 shares for $1.01 million in gross proceeds.

What percentage of total shares outstanding does the proposed sale represent?

Approximately 0.04 % of the 116,519,946 shares outstanding.