Ceribell (CBLL) CFO sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Ceribell, Inc. Chief Financial Officer Scott Blumberg reported an open-market sale of 808 shares of common stock on February 23, 2026 at a price of $19.79 per share. The sale was made to cover tax withholding obligations related to vesting restricted stock units. Following this transaction, he directly holds 118,334 shares, which includes 300 shares acquired under Ceribell's Employee Stock Purchase Plan on January 30, 2026.

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

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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^*

Blumberg Scott

(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)
	Chief Financial 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		S(1)		808	D	$19.79	118,334(2)	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. Includes 300 shares acquired under the Issuer's Employee Stock Purchase Plan on January 30, 2026.

	/s/ Louisa Daniels, Attorney-in-Fact for Scott Blumberg	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).
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FAQ

What insider transaction did Ceribell (CBLL) report for CFO Scott Blumberg?

Ceribell reported that CFO Scott Blumberg sold 808 shares of common stock. The sale occurred on February 23, 2026, and was executed at $19.79 per share to cover tax withholding obligations related to vesting restricted stock units.

At what price did the Ceribell (CBLL) CFO sell his shares?

The Ceribell CFO sold 808 shares at $19.79 per share. This open-market transaction on February 23, 2026, was specifically to cover tax withholding obligations tied to the vesting of restricted stock units.

How many Ceribell (CBLL) shares does the CFO hold after the reported sale?

After the sale, the Ceribell CFO directly holds 118,334 shares of common stock. This total includes 300 shares acquired through the company’s Employee Stock Purchase Plan on January 30, 2026, as noted in the filing footnotes.

Why did the Ceribell (CBLL) CFO sell 808 shares of common stock?

The 808-share sale by Ceribell’s CFO was conducted to cover tax withholding obligations. These obligations arose from the vesting of restricted stock units, meaning the transaction was tax-related rather than a discretionary reduction of his overall equity position.

What do the footnotes in the Ceribell (CBLL) Form 4 filing explain?

The footnotes explain that the 808 shares were sold to cover tax withholding on vesting RSUs and that current holdings include 300 shares acquired under Ceribell's Employee Stock Purchase Plan on January 30, 2026, clarifying the nature and source of the reported share movements.