Ceribell (CBLL) CRO sells 768 shares to cover RSU tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ceribell, Inc. Chief Revenue Officer Joseph S. Manni reported an open-market sale of 768 shares of common stock on February 23, 2026 at $19.79 per share. According to the notes, these shares were sold to cover tax withholding obligations from vesting restricted stock units. After this transaction, he directly owned 26,933 shares, which includes 300 shares acquired under the company’s Employee Stock Purchase Plan on January 30, 2026.

Insider Trade Summary

Net Seller: 768 shares ($15,199)

Net Sell 1 txn

Insider Manni Joseph S.

Role Chief Revenue Officer

Sold 768 shs ($15K)

Type	Security	Shares	Price	Value
Sale	Common Stock	768	$19.79	$15K

Holdings After Transaction: Common Stock — 26,933 shares (Direct)

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"). Includes 300 shares acquired under the Issuer's Employee Stock Purchase Plan on January 30, 2026.

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Form 4 Insider Transactions: What Each Field Means →

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

Manni Joseph S.

(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 Revenue 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⁾		768	D	$19.79	26,933⁽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)
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. Includes 300 shares acquired under the Issuer's Employee Stock Purchase Plan on January 30, 2026.

	/s/ Louisa Daniels, Attorney-in-Fact for Joseph S. Manni	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 insider transaction did Ceribell (CBLL) report for Joseph S. Manni?

Ceribell’s Chief Revenue Officer, Joseph S. Manni, reported selling 768 shares of common stock at $19.79 per share. The sale was specifically to cover tax withholding obligations arising from the vesting of restricted stock units.

Was the Ceribell (CBLL) insider sale by Joseph S. Manni discretionary?

The filing states the 768 shares were sold to cover tax withholding obligations from RSU vesting. This indicates the sale was primarily tax-related rather than a discretionary decision to reduce his economic exposure to Ceribell stock.

How many Ceribell (CBLL) shares does Joseph S. Manni hold after the transaction?

After the February 23, 2026 transaction, Joseph S. Manni directly owned 26,933 shares of Ceribell common stock. This figure includes 300 shares acquired through Ceribell’s Employee Stock Purchase Plan on January 30, 2026.

What price was received in the Ceribell (CBLL) insider sale on February 23, 2026?

The 768 Ceribell common shares sold by Joseph S. Manni on February 23, 2026 cleared at $19.79 per share. This price reflects the sale used to satisfy tax withholding obligations tied to vesting RSUs.

How are restricted stock units involved in the Ceribell (CBLL) Form 4 filing?

The Form 4 notes that the 768 shares sold were to cover tax withholding from vesting restricted stock units. When RSUs vest, taxes are due, and insiders often sell a portion of shares to satisfy those obligations.

What role did the Employee Stock Purchase Plan play in Ceribell (CBLL) holdings?

The filing explains that Joseph S. Manni’s post-transaction total of 26,933 shares includes 300 shares acquired under Ceribell’s Employee Stock Purchase Plan. Those ESPP shares were purchased on January 30, 2026 and are part of his direct ownership.