CBLL CTO exercises options and executes 10b5-1 sale of 11,112 shares

Rhea-AI Filing Summary

Ceribell, Inc. (CBLL) insider activity on 10/03/2025 shows the Chief Technology Officer, Raymond Woo, executed option exercises and open-market sales under a Rule 10b5-1 plan.

Mr. Woo exercised 1,472 options at a $2.24 strike, 3,025 options at $4.7, and 6,615 options at $4.7, increasing his reported beneficially owned common shares to 178,816 before a sale. He sold 11,112 shares in multiple trades at a weighted average price of $12.54 (individual sale prices ranged $12.00–$12.99), and the sale was effected pursuant to a Rule 10b5-1 trading plan. The filing notes option vesting schedules and that one option is fully vested and exercisable.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating pre-arranged trading
• Exercises of vested options at $2.24 and $4.7, increasing share ownership
• Clear disclosure of weighted-average sale price and price range ($12.00–$12.99)

Negative

• Insider sold 11,112 shares, reducing holdings by that amount after exercises
• Weighted average sale price of $12.54 may reflect partial monetization of equity position

Insights

Equity Compensation Specialist

Insider exercised vested options and sold shares via a 10b5-1 plan, increasing exercised holdings then reducing open shares.

The reporting shows exercises of stock options at striking prices of $2.24 and $4.7, which converted into common shares and raised the reporting person’s beneficial ownership to 178,816 before sales. One option is noted as fully vested while others vest monthly per the disclosed schedules.

The subsequent sale of 11,112 shares at a weighted average of $12.54 was executed under a Rule 10b5-1 plan, which typically provides an affirmative defense for scheduled trades; watch for any future Form 4s to see whether sales continue under the same plan over the next 3–12 months.

Corporate Governance Analyst

Use of a Rule 10b5-1 plan signals pre-planned, rule-compliant disposition rather than ad hoc insider selling.

The filer expressly states the sales were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. That disclosure helps clarify intent and timing, reducing ambiguity about potential insider-timing concerns.

Material items to monitor include any amendments or additional Form 4 filings that disclose further trades or plan terminations within the next several quarters, which would indicate whether the disclosed selling pattern is isolated or ongoing.

10/07/2025 - 06:29 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
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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).

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^*

Woo Raymond

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		M(1)		1,472	A	$2.24	169,176	D
Common Stock	10/03/2025		M(1)		3,025	A	$4.7	172,201	D
Common Stock	10/03/2025		M(1)		6,615	A	$4.7	178,816	D
Common Stock	10/03/2025		S(1)		11,112	D	$12.54(2)	167,704	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
Stock Option (Right to Buy)	$2.24	10/03/2025		M(1)			1,472	(3)	06/10/2029	Common Stock	1,472	$0	18,690	D
Stock Option (Right to Buy)	$4.7	10/03/2025		M(1)			3,025	(4)	02/16/2033	Common Stock	3,025	$0	53,871	D
Stock Option (Right to Buy)	$4.7	10/03/2025		M(1)			6,615	(5)	02/16/2033	Common Stock	6,615	$0	65,368	D

Explanation of Responses:

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

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12 to $12.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold, as applicable, at each separate price within the ranges set forth in this footnote.

3. The stock option is fully vested and currently exercisable.

4. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of April 1, 2023, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

5. The option vests with respect to 1/24 of the shares subject thereto on each monthly anniversary of April 1, 2023, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

	/s/ Louisa Daniels, Attorney-in-Fact for Raymond Woo	10/07/2025
	** 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) insider Raymond Woo report on Form 4?

Raymond Woo reported exercises of stock options and the sale of 11,112 common shares, with exercises at $2.24 and $4.7 and a weighted average sale price of $12.54.

Were the sales by the CBLL insider pre‑planned under a trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

How many shares does Raymond Woo beneficially own after these transactions?

The filing reports 178,816 shares beneficially owned after the option exercises and before the sale; the sale reduced the reported position to 167,704 shares.

What option vesting details are disclosed in the Form 4?

One option is fully vested and exercisable. Other options vest monthly (1/48 or 1/24 per month) beginning April 1, 2023, subject to continued service.

What price range did the shares sell within?

Shares were sold in multiple transactions at prices ranging from $12.00 to $12.99, with a weighted average of $12.54.