STOCK TITAN

Ceribell (CBLL) CEO trades 39K shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Ceribell, Inc. director and CEO Xingjuan Chao exercised stock options and sold shares in a planned trade. On April 6, 2026, she exercised options for 25,000 shares of Common Stock at $4.70 per share and sold 39,000 shares at a weighted average price of $18.40 per share pursuant to a Rule 10b5-1 trading plan. After these transactions, she holds 850,347 shares directly and 369,088 shares indirectly through the ACP 2021 Trust, where she is a co-trustee and disclaims beneficial ownership beyond her pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Ceribell’s CEO executed a planned option exercise-and-sell, retaining a large equity stake.

Ceribell’s President and CEO Xingjuan Chao exercised options for 25,000 shares at $4.70 per share and sold 39,000 shares of Common Stock at a weighted average price of $18.40. All trades were made under a pre-arranged Rule 10b5-1 trading plan, indicating the timing was set in advance.

Following the transactions, she directly holds 850,347 shares and has indirect exposure to 369,088 shares through the ACP 2021 Trust. The sales represent a small portion of her visible holdings, so the filing mainly reflects routine liquidity and compensation usage rather than a major change in ownership stance.

Insider Chao Xingjuan
Role President and CEO
Sold 39,000 shs ($718K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 1,446 $0.00 --
Exercise Stock Option (Right to Buy) 23,554 $0.00 --
Sale Common Stock 14,000 $18.40 $258K
Exercise Common Stock 1,446 $4.70 $7K
Sale Common Stock 1,446 $18.40 $27K
Exercise Common Stock 23,554 $4.70 $111K
Sale Common Stock 23,554 $18.40 $433K
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 293,048 shares (Direct); Common Stock — 850,347 shares (Direct); Common Stock — 369,088 shares (Indirect, By ACP 2021 Trust)
Footnotes (1)
  1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.03 to $18.77, 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. 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. 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. The stock option is fully vested and currently exercisable.
Shares sold 39,000 shares Common Stock sold on April 6, 2026 at weighted avg $18.40
Sale price $18.40 per share Weighted average sale price for 39,000 Common shares
Options exercised 25,000 shares Stock options converted to Common Stock on April 6, 2026
Exercise price $4.70 per share Exercise price of stock options converted into Common Stock
Direct holdings after 850,347 shares Common Stock directly owned by CEO after transactions
Indirect trust holdings 369,088 shares Common Stock held by ACP 2021 Trust with CEO as co-trustee
Net share change (buy/sell) -39,000 shares Net of open-market sales versus purchases in this Form 4
Rule 10b5-1 trading plan regulatory
"The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficial ownership financial
"therefore 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.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein."
stock option financial
"The stock option is fully vested and currently exercisable."
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
SEC Form 4
FORM 4UNITED 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).
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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/06/2026S(1)14,000D$18.4(2)850,347D
Common Stock04/06/2026M(1)1,446A$4.7851,793D
Common Stock04/06/2026S(1)1,446D$18.4(2)850,347D
Common Stock04/06/2026M(1)23,554A$4.7873,901D
Common Stock04/06/2026S(1)23,554D$18.4(2)850,347D
Common Stock369,088IBy ACP 2021 Trust(3)(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$4.704/06/2026M(1)1,446 (5)02/16/2033Common Stock1,446$0293,048D
Stock Option (Right to Buy)$4.704/06/2026M(1)23,554 (6)02/16/2033Common Stock23,554$0148,585D
Explanation of Responses:
1. The transactions 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 $18.03 to $18.77, 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 Reporting Person is a co-trustee of the ACP 2021 Trust, and therefore may be deemed to share beneficial ownership of these securities.
4. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
5. 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.
6. The stock option is fully vested and currently exercisable.
/s/ Louisa Daniels, Attorney-in-Fact for Xingjuan (Jane) Chao04/08/2026
** Signature of Reporting PersonDate
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)

FAQ

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

Xingjuan Chao reported exercising options for 25,000 Ceribell shares at $4.70 and selling 39,000 Common shares at a weighted average price of $18.40. These were routine equity compensation and liquidity transactions disclosed in a Form 4 filing.

Were Ceribell (CBLL) CEO share sales part of a Rule 10b5-1 plan?

Yes. The filing states all reported transactions were effected under a Rule 10b5-1 trading plan adopted by Xingjuan Chao. Such pre-arranged plans schedule trades in advance, reducing the significance of trade timing for interpreting insider sentiment.

How many Ceribell (CBLL) shares does the CEO hold after these transactions?

After the April 6, 2026 trades, Xingjuan Chao directly owns 850,347 Ceribell shares. The filing also shows 369,088 shares held indirectly by the ACP 2021 Trust, where she is co-trustee and may share beneficial ownership subject to her pecuniary interest.

What prices were involved in the Ceribell (CBLL) CEO’s Form 4 transactions?

Stock options were exercised at an exercise price of $4.70 per share, converting into 25,000 Common shares. The 39,000 Common shares sold were at a weighted average price of $18.40, based on multiple trades between $18.03 and $18.77 per share.

Does Ceribell (CBLL) CEO retain unexercised stock options after this Form 4?

The filing notes that the reported stock option is fully vested and currently exercisable, and derivative position summaries show no remaining derivative holdings from this option series. This indicates the 25,000 options reported here were fully exercised in these transactions.

How significant are the Ceribell (CBLL) CEO’s April 6, 2026 share sales?

The CEO sold 39,000 shares while retaining 850,347 shares directly and an additional 369,088 shares held indirectly through a trust. Given this remaining exposure, the transactions appear as routine liquidity and compensation usage rather than a large ownership reduction.