Was the Ceribell (CBLL) CEO’s share sale a routine tax withholding event?

Yes. Footnotes state the 6,030 shares were sold to cover tax withholding obligations related to vesting restricted stock units. Such sales are generally administrative, reflecting tax requirements on equity compensation rather than a voluntary change in long-term investment stance.

Ceribell (CBLL) CEO logs small share sale to cover RSU tax

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ceribell, Inc. President and CEO Chao Xingjuan reported a small share sale mainly for tax purposes. On the Form 4 date, she sold 6,030 shares of common stock at $18.00 per share to cover tax withholding obligations tied to vesting restricted stock units. After this transaction, she directly holds 830,317 shares and may be deemed to beneficially own 369,088 additional shares indirectly through the ACP 2021 Trust.

Insider Trade Summary

Net Seller: 6,030 shares ($108,540)

Net Sell 2 txns

Insider Chao Xingjuan

Role President and CEO

Sold 6,030 shs ($109K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,030	$18.00	$109K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 830,317 shares (Direct, null); Common Stock — 369,088 shares (Indirect, By ACP 2021 Trust)

Footnotes (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.

Key Figures

Shares sold: 6,030 shares Sale price: $18.00 per share Direct holdings after transaction: 830,317 shares +1 more

4 metrics

Shares sold 6,030 shares Common stock sold to cover RSU tax withholding

Sale price $18.00 per share Price for 6,030 common shares sold

Direct holdings after transaction 830,317 shares Common stock held directly by CEO after sale

Indirect trust holdings 369,088 shares Common stock held by ACP 2021 Trust

Key Terms

restricted stock units, tax withholding obligations, beneficial ownership, co-trustee

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units ("RSUs")."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"sold by the Reporting Person to cover tax withholding obligations in connection"

beneficial ownership financial

"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.

co-trustee financial

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

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 04:15 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^*

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)
05/21/2026

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)
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	05/21/2026		S⁽¹⁾		6,030	D	$18	830,317	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)
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").

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	05/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ceribell (CBLL) report for CEO Chao Xingjuan?

Ceribell reported that CEO Chao Xingjuan sold 6,030 shares of common stock at $18.00 per share. The sale was made to cover tax withholding obligations arising from vesting restricted stock units, a routine administrative transaction rather than a discretionary open-market sale.

How many Ceribell (CBLL) shares does the CEO hold after this Form 4 filing?

After the reported transaction, CEO Chao Xingjuan directly holds 830,317 shares of Ceribell common stock. She may also be deemed to beneficially own 369,088 additional shares held indirectly through the ACP 2021 Trust, where she serves as a co-trustee.

What price was received for the Ceribell (CBLL) shares sold by the CEO?

The 6,030 Ceribell common shares were sold at $18.00 per share. This price applies specifically to the shares disposed of to satisfy tax withholding obligations from restricted stock unit vesting, as disclosed in the Form 4 filing footnotes.

What is the ACP 2021 Trust mentioned in the Ceribell (CBLL) Form 4 filing?

The ACP 2021 Trust holds 369,088 Ceribell common shares reported as indirect holdings for CEO Chao Xingjuan. She is a co-trustee and may be deemed to share beneficial ownership, while also disclaiming beneficial ownership beyond her pecuniary interest in those securities.