Ceribell (CBLL) CEO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Ceribell, Inc. President and CEO Chao Xingjuan reported an open-market sale of 2,084 shares of common stock on February 23, 2026 at $19.79 per share. According to the disclosure, these shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units.

After this transaction, she directly owned 725,164 common shares. The filing also notes an indirect holding of 369,088 shares through the ACP 2021 Trust, where she is a co-trustee and may be deemed to share beneficial ownership, while disclaiming beneficial ownership beyond her pecuniary interest.

Insider Trade Summary

Net Seller: 2,084 shares ($41,242)

Net Sell 2 txns

Insider Chao Xingjuan

Role President and CEO

Sold 2,084 shs ($41K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,084	$19.79	$41K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 725,164 shares (Direct); Common Stock — 369,088 shares (Indirect, By ACP 2021 Trust)

Footnotes (1)

1. These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). The Reporting Person is a co-trustee of the ACP 2021 Trust, and therefore may be deemed to share beneficial ownership of these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

Form 4 Insider Transactions: What Each Field Means →

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)
02/23/2026

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	02/23/2026		S(1)		2,084	D	$19.79	725,164	D
Common Stock								369,088	I	By ACP 2021 Trust(2)(3)

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. These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

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

3. 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	02/25/2026
	** 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.

FAQ

What did Ceribell (CBLL) CEO Chao Xingjuan report in this Form 4 filing?

Chao Xingjuan reported selling 2,084 Ceribell common shares at $19.79 each. The sale was made to cover tax withholding obligations from vesting restricted stock units, and she continued to hold 725,164 shares directly afterward.

Why did the Ceribell (CBLL) CEO sell 2,084 shares of common stock?

The 2,084 Ceribell shares were sold specifically to cover tax withholding obligations tied to vesting restricted stock units. This indicates the transaction was related to equity compensation taxes rather than a discretionary sale aimed at changing her investment exposure.

How many Ceribell (CBLL) shares does the CEO hold after the reported transaction?

Following the tax-related sale, Chao Xingjuan directly held 725,164 Ceribell common shares. The filing also lists 369,088 shares held indirectly through the ACP 2021 Trust, where she serves as co-trustee and may share beneficial ownership.

What is the significance of the ACP 2021 Trust in the Ceribell (CBLL) Form 4?

The ACP 2021 Trust is shown as an indirect holder of 369,088 Ceribell shares. Chao Xingjuan is a co-trustee and may be deemed to share beneficial ownership, but she formally disclaims beneficial ownership except for her actual financial interest in those shares.

Was the Ceribell (CBLL) CEO’s share sale an open-market transaction?

Yes, the Form 4 describes the transaction as an open-market sale of 2,084 Ceribell common shares at $19.79 per share. However, the filing clarifies that the purpose was to satisfy tax withholding obligations from restricted stock unit vesting.

Does the Ceribell (CBLL) Form 4 indicate a change in the CEO’s ownership strategy?

The filing shows a relatively small sale of 2,084 shares solely to cover tax withholding on vested RSUs. She continues to hold over seven hundred thousand shares directly, suggesting the transaction is administrative rather than a broad shift in ownership strategy.