Ceribell SVP sells shares to cover RSU taxes

Ceribell, Inc. senior vice president of finance David Foehr sold 1,350 shares of common stock in open-market transactions.

Rhea-AI Filing Summary

Ceribell, Inc. senior vice president of finance David Foehr sold 1,350 shares of common stock in open-market transactions. The sales involved 781 shares at an average price of $19.98 on February 24, 2026 and 569 shares at $19.79 on February 23, 2026.

According to the disclosure, these shares were sold to cover tax withholding obligations tied to vesting restricted stock units, and were executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 4, 2025. After these sales, Foehr directly owned 17,550 common shares.

Insider Trade Summary

Net Seller: 1,350 shares

Net Sell 2 txns

Insider Foehr David

Role Senior VP, Finance and PAO

Sold 1,350 shs ($27K)

Type	Security	Shares	Price	Value
Sale	Common Stock	781	$19.98	$16K
Sale	Common Stock	569	$19.79	$11K

Holdings After Transaction: Common Stock — 17,550 shares (Direct)

Footnotes (2)

1. F1. These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
2. F2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 4, 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Ceribell (CBLL) report for David Foehr?

Ceribell reported that senior VP of finance David Foehr sold 1,350 common shares in two open-market transactions. The sales were tied to tax withholding on vesting RSUs and were executed under a pre-arranged Rule 10b5-1 trading plan.

How many Ceribell (CBLL) shares did David Foehr sell and at what prices?

David Foehr sold 781 Ceribell common shares at $19.98 and 569 shares at $19.79. Both transactions were coded as open-market sales and were associated with covering tax obligations on vesting restricted stock units.

Why did Ceribell (CBLL) executive David Foehr sell shares?

The filing states that David Foehr sold shares to cover tax withholding obligations arising from the vesting of restricted stock units. This type of sale is common when equity awards vest and taxes are due in cash based on the shares’ value.

Were Ceribell (CBLL) insider sales by David Foehr under a Rule 10b5-1 plan?

Yes. The disclosure notes that the reported sales were executed under a Rule 10b5-1 trading plan adopted on September 4, 2025. Such plans pre-schedule trades, helping insiders transact while managing potential concerns about material nonpublic information.

How many Ceribell (CBLL) shares does David Foehr own after these transactions?

After the reported sales, David Foehr directly owned 17,550 shares of Ceribell common stock. This post-transaction holding reflects his remaining equity stake following the tax-related disposals linked to vesting restricted stock units.

What transaction code was used for the Ceribell (CBLL) insider sales?

The transactions used code "S", indicating sales of non-derivative securities in open-market or private transactions. The filing also clarifies that these specific sales were related to tax withholding obligations from vesting restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/25/2026 - 04:46 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^*

Foehr David

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP, Finance and PAO

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)		569	D	$19.79	18,331	D
Common Stock	02/24/2026		S(2)		781	D	$19.98	17,550	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

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

	/s/ Louisa Daniels, Attorney-in-Fact for David Foehr	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.