CBLL Insider Amendment: Option Exercises Corrected; 768,079 Shares Beneficially Owned

Rhea-AI Filing Summary

Ceribell, Inc. (CBLL) insider amendment corrects earlier Form 4 by reporting option exercises the CEO and director executed on April 22 and April 23, 2025. The reporting person, President and CEO Xingjuan Chao, exercised options at $2.24 per share: 300 options on 04/22/2025 and 15,628 options on 04/23/2025. Those exercises increased reported beneficial ownership to 752,451 shares after 04/22 and to 768,079 shares after 04/23. The filing states the transactions were effected under a Rule 10b5-1 trading plan and that the omitted exercises caused understatement in the original filing’s ownership totals. The amendment clarifies that the stock options are fully vested and exercisable.

Positive

• Amendment corrects prior omission, improving public disclosure accuracy
• Transactions executed under a Rule 10b5-1 plan, indicating pre-planned trading
• Stock options are fully vested and exercisable, clarifying the nature of the holdings

Negative

• Original Form 4 omitted option exercises, causing understatement of beneficial ownership
• Reporting oversight required an amended filing, highlighting a lapse in initial disclosure controls

Insights

Financial Analyst

TL;DR: Routine insider option exercises and an amendment to correct reporting; no new economic information about the company.

The Form 4/A documents option exercises at $2.24 per share totaling 15,928 options exercised across two days and corrects a prior filing omission. These actions were executed under a pre-established Rule 10b5-1 plan, indicating a planned, non-discretionary disposition process rather than opportunistic trading. The amendment improves disclosure accuracy but does not provide operational or financial signals about Ceribell's business performance.

Corporate Governance Expert

TL;DR: Correction enhances transparency; initial omission highlights a reporting oversight that was later remediated.

The filing shows the reporting person holds dual roles as President/CEO and director and that a prior Form 4 omitted contemporaneous option exercises. Filing the Form 4/A rectifies the record and cites use of a 10b5-1 plan, which is standard governance practice for insiders to manage potential conflicts. The disclosed correction reinforces compliance but also underscores the importance of timely, complete insider reporting.

SEC Form 4

FORM 4

UNITED 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
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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).

1. Name and Address of Reporting Person^*

Chao Xingjuan

(Last) (First) (Middle)

C/O CERIBELL, INC.

360 N. PASTORIA AVENUE

(Street)

SUNNYVALE CA 94085

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ceribell, Inc. [ CBLL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/24/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/22/2025		M(1)(2)		300	A	$2.24	752,451	D
Common Stock	04/23/2025		M(1)(2)		15,628	A	$2.24	768,079	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.24	04/22/2025		M(1)(2)			300	(3)	06/10/2029	Common Stock	300	$0	143,179	D
Stock Option (Right to Buy)	$2.24	04/23/2025		M(1)(2)			15,628	(3)	06/10/2029	Common Stock	15,628	$0	127,551	D

Explanation of Responses:

1. This Form 4/A is being filed to correct the Form 4 filed on April 24, 2025 ("Original Filing"), which inadvertently omitted reporting option exercises that occurred on April 22, 2025 and April 23, 2025, immediately prior to the respective sales reported in the Original Filing. The number of shares sold as reported in the Original Filing was correct; however, the total number of shares beneficially owned was understated due to the omission of the option exercises. As a result, the totals reported in subsequent filing were also understated.

2. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

3. The stock option is fully vested and currently exercisable.

	/s/ Louisa Daniels, Attorney-in-Fact for Xingjuan (Jane) Chao	09/12/2025
	** Signature of Reporting Person	Date
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.

FAQ

What insider transactions did Ceribell (CBLL) report in this Form 4/A?

The filing reports that CEO and director Xingjuan Chao exercised 300 options on 04/22/2025 and 15,628 options on 04/23/2025 at an exercise price of $2.24 per share.

How many Ceribell shares did the reporting person own after the reported transactions?

Beneficial ownership is reported as 752,451 shares after the 04/22/2025 exercise and 768,079 shares after the 04/23/2025 exercise.

Why was a Form 4/A amendment filed for CBLL?

The amendment states the original Form 4 inadvertently omitted option exercises that occurred immediately prior to sales, which understated the total shares beneficially owned; the Form 4/A corrects those totals.

Were the option exercises part of an insider trading plan?

Yes. The filing indicates the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

Are the exercised options currently exercisable?

Yes. The filing explicitly states the stock option is fully vested and currently exercisable.