Form 4: Cryo-Cell Co-CEO Portnoy Boosts Stake in Open Market
Insider Transaction Report
Cryo-Cell International Inc.'s Chairman and Co-CEO, David Portnoy, increased his direct beneficial ownership by acquiring 5,540 shares of common stock over three days in November 2025.
Summary
- David Portnoy, Chairman and Co-CEO of Cryo-Cell International Inc. (CCEL), acquired a total of 5,540 shares of common stock through open market purchases.
- The acquisitions occurred on November 10, 2025 (1,026 shares at $4.18), November 11, 2025 (2,474 shares at a weighted average price of $4.13), and November 12, 2025 (2,040 shares at a weighted average price of $4.12).
- These transactions were made pursuant to a Rule 10b5-1 trading plan.
- Following these transactions, Mr. Portnoy directly beneficially owns 842,550 shares of common stock.
- Mr. Portnoy also holds significant indirect beneficial ownership totaling 852,503 shares through various entities including PartnerCommunity, Inc., uTIPu, Inc., Mayim Limited Partnership, a 401K, an IRA, his spouse, and as custodian for his sons.
- He also holds several stock options with exercise prices ranging from $4.30 to $12.27, and one option grant of 280,000 shares that vests immediately if the stock price reaches $25.00 per share.
Sentiment
Score: 7
Explanation: The Chairman and Co-CEO's open market purchases signal confidence in the company's future prospects, especially given his significant existing holdings and various option grants. This insider buying is generally viewed positively by the market.
Positives
- The Chairman and Co-CEO's open market purchases signal confidence in the company's future prospects, especially given his significant existing holdings.
- The transactions were executed under a Rule 10b5-1 plan, indicating a pre-planned investment strategy rather than a reaction to immediate market events.
- The acquisitions increase Mr. Portnoy's direct stake, aligning his interests further with those of other shareholders.
Negatives
- No explicit negatives are detailed in this transaction report.
Risks
- NA
Future Outlook
The filing indicates future vesting events for several stock option grants held by Mr. Portnoy. Specifically, options granted on January 3, 2023, will continue to vest on January 2, 2025, and January 2, 2026. Options granted on December 22, 2023, will vest on December 22, 2024, and December 22, 2025. Options granted on January 21, 2025, will vest on January 21, 2026, and January 21, 2027. A significant grant of 280,000 options has a performance-based vesting condition, immediately vesting if the company's common stock reaches $25.00 per share during the option term.
Management Comments
- David Portnoy's decision to acquire additional shares through open market purchases, particularly under a Rule 10b5-1 plan, reflects a proactive and confident stance on the company's valuation and future prospects.
Industry Context
NA
Comparison to Industry Standards
- NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Adoption | The reported transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan for the purchase or sale of equity securities. This demonstrates adherence to best practices for insider trading compliance. | Prior to 11/10/2025 | Enhances transparency and mitigates concerns about opportunistic insider trading, as the plan is established when the insider is not in possession of material non-public information. |
Related Party Transactions
- David Portnoy holds indirect beneficial ownership through entities where he serves as Chairman, Secretary, managing member, or general partner, including PartnerCommunity, Inc. (161,833 shares), uTIPu, Inc. (57,306 shares), and Mayim Limited Partnership (59,027 shares). These represent holdings through entities controlled by the reporting person.
Stakeholder Impact
- Shareholders may view the Co-CEO's increased stake as a positive signal of management's belief in the company's value, potentially boosting investor confidence.
- The use of a 10b5-1 plan reinforces the company's commitment to transparent and compliant insider trading practices, which can be favorable for corporate governance perceptions.
Next Steps
- Continued vesting of various stock option grants on specified future dates, including January 2, 2025, January 2, 2026, December 22, 2024, December 22, 2025, January 21, 2026, and January 21, 2027.
- Monitoring of Cryo-Cell International Inc.'s common stock price for the $25.00 threshold that would trigger immediate vesting of 280,000 stock options.
Key Dates
| Date | Description |
|---|---|
| 08/30/2019 | Date of grant for stock options with an exercise price of $7.53, expiring 08/30/2029. |
| 12/20/2019 | Date of grant for stock options with an exercise price of $7.28, expiring 12/20/2029. |
| 12/22/2021 | Date of grant for 280,000 stock options with an exercise price of $12.27, expiring 12/22/2028. These options vest immediately if the stock price reaches $25.00. |
| 12/23/2022 | Date of grant for 50,000 stock options with an exercise price of $4.30, expiring 12/23/2027. |
| 01/03/2023 | Date of grant for 50,000 stock options with an exercise price of $4.77, expiring 01/03/2028. Vesting schedule: 8,750 upon issuance, 8,749 on 1/2/2024, 21,000 on 1/2/2025, and 11,501 on 1/2/2026. |
| 12/22/2023 | Date of grant for 50,000 stock options with an exercise price of $6.47, expiring 12/22/2028. Vesting schedule: 1/3 upon issuance, 1/3 on 12/22/2024, and 1/3 on 12/22/2025. |
| 01/21/2025 | Date of grant for 50,000 stock options with an exercise price of $8.08, expiring 01/21/2030. Vesting schedule: 1/3 upon issuance, 1/3 on 1/21/2026, and 1/3 on 1/21/2027. |
| 11/10/2025 | Acquisition of 1,026 shares of common stock at $4.18 per share. |
| 11/11/2025 | Acquisition of 2,474 shares of common stock at a weighted average price of $4.13 per share. |
| 11/12/2025 | Acquisition of 2,040 shares of common stock at a weighted average price of $4.12 per share. |
Recommendation
holdThe Chairman and Co-CEO's recent open market purchases, while relatively small compared to his overall beneficial ownership, indicate management confidence. However, without broader financial performance data or strategic updates, a 'hold' recommendation is prudent, acknowledging the positive insider sentiment while awaiting further fundamental insights into the company's operations and market position.
Keywords
CRYO CELL INTERNATIONAL INC, CCEL, David Portnoy, Insider Trading, Form 4, Stock Acquisition, Beneficial Ownership, Chairman, Co-CEO, Rule 10b5-1 Plan, Stem Cell Banking
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