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

Q: What did Ceribell (CBLL) CTO Raymond Woo report in this Form 4?

Ceribell CTO Raymond Woo reported selling 705 shares of common stock at $19.79 per share. The filing states the shares were sold to cover tax withholding from vested RSUs , leaving him with 166,912 shares owned directly.

Q: Why did Ceribell (CBLL) CTO Raymond Woo sell 705 shares?

The Form 4 states the 705 shares were sold to cover tax withholding obligations tied to the vesting of restricted stock units. This indicates an administrative tax transaction rather than a discretionary share sale for investment or portfolio reasons.

Q: At what price were the Ceribell (CBLL) shares sold by the CTO?

The 705 Ceribell common shares were sold at a price of $19.79 per share . This transaction was reported as an open-market or private sale used to satisfy tax withholding triggered by restricted stock unit vesting.

Q: How many Ceribell (CBLL) shares does Raymond Woo hold after this transaction?

After the reported sale, Raymond Woo directly owns 166,912 shares of Ceribell common stock. This figure reflects his holdings following the 705-share sale executed to meet tax obligations arising from restricted stock unit vesting.

Q: Is the Ceribell (CBLL) CTO’s sale characterized as an open-market transaction?

The Form 4 labels the transaction as a sale in open market or private transaction of common stock. A footnote explains the 705-share sale was specifically conducted to cover tax withholding on vesting restricted stock units, providing context for the disposition.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ceribell, Inc. Chief Technology Officer Raymond Woo reported an open-market sale of 705 shares of common stock at $19.79 per share. According to the disclosure, the shares were sold to cover tax withholding obligations related to the vesting of restricted stock units. After this transaction, Woo directly holds 166,912 shares of Ceribell common stock.

Insider Trade Summary

Net Seller: 705 shares ($13,952)

Net Sell 1 txn

Insider Woo Raymond

Role Chief Technology Officer

Sold 705 shs ($14K)

Type	Security	Shares	Price	Value
Sale	Common Stock	705	$19.79	$14K

Holdings After Transaction: Common Stock — 166,912 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/25/2026 - 04:45 PM

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^*

Woo Raymond

(Last)

(First)

(Middle)

C/O CERIBELL, INC.

360 N. PASTORIA AVENUE

(Street)

SUNNYVALE

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)
	Chief Technology Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2026		S⁽¹⁾		705	D	$19.79	166,912	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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").

	/s/ Louisa Daniels, Attorney-in-Fact for Raymond Woo	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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Ceribell (CBLL) CTO Raymond Woo report in this Form 4?

Ceribell CTO Raymond Woo reported selling 705 shares of common stock at $19.79 per share. The filing states the shares were sold to cover tax withholding from vested RSUs, leaving him with 166,912 shares owned directly.

Why did Ceribell (CBLL) CTO Raymond Woo sell 705 shares?

The Form 4 states the 705 shares were sold to cover tax withholding obligations tied to the vesting of restricted stock units. This indicates an administrative tax transaction rather than a discretionary share sale for investment or portfolio reasons.

At what price were the Ceribell (CBLL) shares sold by the CTO?

The 705 Ceribell common shares were sold at a price of $19.79 per share. This transaction was reported as an open-market or private sale used to satisfy tax withholding triggered by restricted stock unit vesting.

How many Ceribell (CBLL) shares does Raymond Woo hold after this transaction?

After the reported sale, Raymond Woo directly owns 166,912 shares of Ceribell common stock. This figure reflects his holdings following the 705-share sale executed to meet tax obligations arising from restricted stock unit vesting.

Is the Ceribell (CBLL) CTO’s sale characterized as an open-market transaction?

The Form 4 labels the transaction as a sale in open market or private transaction of common stock. A footnote explains the 705-share sale was specifically conducted to cover tax withholding on vesting restricted stock units, providing context for the disposition.