[Form 4] CeriBell, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ceribell, Inc. (CBLL) director and President & CEO Jane (Xingjuan) Chao reported a sale of 2,887 shares of common stock on 08/25/2025 at a price of $11.58 per share. After the sale, the filing shows Ms. Chao directly beneficially owns 773,135 shares. The report also discloses an indirect interest of 369,088 shares held by the ACP 2021 Trust, for which she is a co-trustee and from which she disclaims beneficial ownership except to the extent of her pecuniary interest.

The Form 4 was signed by an attorney-in-fact on 08/27/2025. The filing records a routine disposition of shares by an insider who holds substantial direct and indirect positions, and it includes the required explanatory note about the trustee relationship and disclaimer of beneficial ownership.

Positive

• Transparent disclosure of insider transaction with transaction date, price, and post-transaction direct holdings
• Clear explanation of indirect holdings via the ACP 2021 Trust and a disclaimer of beneficial ownership, which aids investor understanding

Negative

• No indication on the form that the sale was made under a pre-arranged 10b5-1 trading plan (box not checked), leaving the motive unspecified

Insights

Corporate Governance Expert

TL;DR: Insider sale by the CEO/director is routine disclosure; co-trustee status explains indirect holdings and a disclaimer is standard.

The reported sale of 2,887 shares at $11.58 by the reporting person—who serves as both President & CEO and a director—appears to be a routine disposition rather than a structural change in control. The filing properly identifies both direct and indirect holdings and includes the co-trustee explanatory language, which clarifies the scope of claimed beneficial ownership. From a governance perspective, accurate Form 4 reporting preserves transparency; the presence of sizable direct and trust-held positions underscores alignment with shareholders but also concentrates insider exposure.

Securities Analyst

TL;DR: Small insider sale relative to total holdings; transaction itself is unlikely to be market-moving.

The disposition of 2,887 shares at $11.58 is modest compared with the reported direct holding of 773,135 shares and the 369,088 shares associated with the ACP 2021 Trust. The Form 4 discloses transaction details clearly, including the reporting person’s dual roles and trustee relationship. There is no additional transactional context such as a 10b5-1 plan indicated on the form, and no derivative transactions are reported. Based solely on the disclosed numbers, the sale is immaterial to company capitalization and likely reflects a personal liquidity event rather than corporate action.

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
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).

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^*

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)
08/25/2025

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

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	08/25/2025		F		2,887	D	$11.58	773,135	D
Common Stock								369,088	I	By ACP 2021 Trust(1)(2)

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

Explanation of Responses:

1. The Reporting Person is a co-trustee of the ACP 2021 Trust, and therefore may be deemed to share beneficial ownership of these securities.

2. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

	/s/ Louisa Daniels, Attorney-in-Fact for Xingjuan (Jane) Chao	08/27/2025
	** 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 transaction did Ceribell (CBLL) insider Jane Chao report on 08/25/2025?

The Form 4 reports a sale of 2,887 shares of Ceribell common stock at $11.58 per share on 08/25/2025.

How many Ceribell shares does Jane Chao directly own after the reported sale?

Following the reported transaction, the filing shows Ms. Chao directly beneficially owns 773,135 shares.

Does Jane Chao have any indirect holdings in CBLL?

Yes. The Form 4 discloses an indirect interest of 369,088 shares held by the ACP 2021 Trust, of which she is a co-trustee.

Did the Form 4 indicate the sale was made under a 10b5-1 trading plan?

No. The form does not indicate that the transaction was pursuant to a 10b5-1 plan (the relevant box is not checked).

Who signed the Form 4 for Jane Chao?

The Form 4 was signed by Louisa Daniels, Attorney-in-Fact for Xingjuan (Jane) Chao on 08/27/2025.