Ceribell CEO sells 39,540 shares after option exercise

Ceribell’s CEO exercised 25,000 options at $4.70 and sold 39,540 shares under a Rule 10b5-1 plan, while retaining a large indirect trust-held position.

Rhea-AI Filing Summary

Ceribell, Inc. (CBLL) reported that President and CEO, and director, Xingjuan Chao exercised stock options for a total of 25,000 shares of Common Stock at an exercise price of $4.70 per share on September 2, 2026, and on the same date sold 39,540 shares of Common Stock at a weighted average price of $24.61 per share in transactions effected pursuant to a Rule 10b5-1 trading plan.

Following these transactions, 369,088 shares of Common Stock are reported as held indirectly through the ACP 2021 Trust, where Chao is a co-trustee and may be deemed to share beneficial ownership, while disclaiming beneficial ownership except to the extent of her pecuniary interest.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Chao Xingjuan

Role President and CEO

Sold 39,540 shs ($973K)

Approx. gross sale proceeds $973K

Approx. exercise cost $118K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F1, F5	1,446	$0.00	$0.00
Exercise	Stock Option (Right to Buy) F1, F6	23,554	$0.00	$0.00
Exercise	Common Stock F1	1,446	$4.70	$7K
Exercise	Common Stock F1	23,554	$4.70	$111K
Sale	Common Stock F1, F2	39,540	$24.61	$973K
holding	Common Stock F3, F4	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 316,633 contracts (Direct); Common Stock — 767,191 shares (Direct); Common Stock — 369,088 shares (Indirect, By ACP 2021 Trust)

Footnotes (6)

1. F1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 12, 2025.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.24 to $25.07, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold, as applicable, at each separate price within the ranges set forth in this footnote.
3. F3. The Reporting Person is a co-trustee of the ACP 2021 Trust, and therefore may be deemed to share beneficial ownership of these securities.
4. F4. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
5. F5. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of April 1, 2023, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
6. F6. The stock option is fully vested and currently exercisable.

Key Figures

Options exercised: 25,000 shares Option exercise price: $4.70 per share Shares sold: 39,540 shares +5 more

8 metrics

Options exercised 25,000 shares Stock options for Common Stock exercised on September 2, 2026 at $4.70 per share

Option exercise price $4.70 per share Exercise price of stock options exercised for 25,000 shares of Common Stock

Shares sold 39,540 shares Common Stock sold on September 2, 2026 by the CEO

Weighted average sale price $24.61 per share Weighted average price for 39,540 shares sold, with individual prices from $24.24 to $25.07

Indirect shares held by ACP 2021 Trust 369,088 shares Common Stock held indirectly after the reported transactions, with shared beneficial ownership

Option expiration date February 16, 2033 Expiration date for the stock options exercised on September 2, 2026

Rule 10b5-1 plan adoption date September 12, 2025 Date the trading plan governing these transactions was adopted

Sale price range $24.24–$25.07 per share Range of prices at which the 39,540 shares of Common Stock were sold

Key Terms

Rule 10b5-1 trading plan, weighted average price, beneficial ownership, pecuniary interest, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

beneficial ownership regulatory

"may be deemed to share beneficial ownership of these securities."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent of her pecuniary interest"

co-trustee other

"The Reporting Person is a co-trustee of the ACP 2021 Trust"

FAQ

What insider transactions did Ceribell (CBLL) report for CEO Xingjuan Chao on this Form 4?

The Form 4 reports that Xingjuan Chao exercised 25,000 stock options for Common Stock at $4.70 per share and sold 39,540 shares of Common Stock at a weighted average price of $24.61 per share on September 2, 2026, under a Rule 10b5-1 trading plan.

How many Ceribell (CBLL) shares did the CEO sell and at what price?

Xingjuan Chao sold 39,540 shares of Ceribell Common Stock at a weighted average price of $24.61 per share. Footnote disclosure states the shares were sold in multiple transactions at prices ranging from $24.24 to $25.07 per share.

What options did the Ceribell (CBLL) CEO exercise according to the Form 4?

The CEO exercised stock options covering 25,000 shares of Ceribell Common Stock at an exercise price of $4.70 per share on September 2, 2026. The options relate to grants expiring on February 16, 2033, and are described as fully vested and currently exercisable.

Were the Ceribell (CBLL) insider transactions made under a Rule 10b5-1 trading plan?

Yes. A footnote states that the transactions reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025, indicating the trades followed a pre-established plan.

How many Ceribell (CBLL) shares does the CEO hold indirectly after these transactions?

The filing reports that 369,088 shares of Ceribell Common Stock are held indirectly by ACP 2021 Trust. The CEO is a co-trustee and may be deemed to share beneficial ownership, while disclaiming beneficial ownership except to the extent of her pecuniary interest.

What is the nature of the trust holding Ceribell (CBLL) shares for the CEO?

The ACP 2021 Trust holds 369,088 shares of Ceribell Common Stock. The CEO is a co-trustee and may be deemed to share beneficial ownership, but she disclaims beneficial ownership except to the extent of her pecuniary interest, as disclosed in the footnotes.

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Available on EDGAR 09/04/2026 - 06:14 PM Accepted by SEC EDGAR 09/04/2026 - 06:13 PM Learn about SEC filing dates

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).

X

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 CALIFORNIA 94085

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

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

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

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

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	09/02/2026		M(1)		1,446	A	$4.7	783,177	D
Common Stock	09/02/2026		M(1)		23,554	A	$4.7	806,731	D
Common Stock	09/02/2026		S(1)		39,540	D	$24.61(2)	767,191	D
Common Stock								369,088	I	By ACP 2021 Trust(3)(4)

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)	$4.7	09/02/2026		M(1)			1,446	(5)	02/16/2033	Common Stock	1,446	$0	285,818	D
Stock Option (Right to Buy)	$4.7	09/02/2026		M(1)			23,554	(6)	02/16/2033	Common Stock	23,554	$0	30,815	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 12, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.24 to $25.07, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold, as applicable, at each separate price within the ranges set forth in this footnote.

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

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

5. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of April 1, 2023, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

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

	/s/ Dave Foehr, Attorney-in-Fact for Xingjuan (Jane) Chao	09/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)