Ceribell (CBLL) holder TPG Rise Clearthought sells 202K shares

Rhea-AI Filing Summary

TPG Rise Clearthought, L.P., an investment entity connected to the reporting group, sold 202,368 shares of Ceribell, Inc. common stock in an open-market transaction at a weighted average price of $20.1203 per share. After this sale on June 26, 2026, TPG Rise Clearthought directly held 3,765,054 Ceribell common shares. The price reflects multiple trades between $19.90 and $20.675. The reporting persons state they may be deemed to beneficially own these securities only to the extent of their respective pecuniary interests and expressly disclaim beneficial ownership beyond that.

Insider Trade Summary

Net Seller: 202,368 shares ($4,071,705)

Net Sell 1 txn

Insider TPG GP A, LLC, COULTER JAMES G, WINKELRIED JON

Role null | null | null

Sold 202,368 shs ($4.07M)

Type	Security	Shares	Price	Value
Sale	Common Stock	202,368	$20.1203	$4.07M

Holdings After Transaction: Common Stock — 3,765,054 shares (Indirect, See Explanation of Responses)

Footnotes (1)

1. Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the general partner of The Rise Fund Clearthought, L.P. ("TPG Rise Clearthought"), which directly holds 3,765,054 shares of Common Stock of CeriBell, Inc. (the "Issuer"). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.90 to $20.675 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Because of the relationship between the Reporting Persons and TPG Rise Clearthought, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Rise Clearthought. Each of TPG Rise Clearthought and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Rise Clearthought's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Key Figures

Shares sold: 202,368 shares Weighted average sale price: $20.1203 per share Post-transaction holdings: 3,765,054 shares +2 more

5 metrics

Shares sold 202,368 shares Open-market sale on June 26, 2026

Weighted average sale price $20.1203 per share Common stock sale

Post-transaction holdings 3,765,054 shares Shares of Ceribell common stock held by TPG Rise Clearthought after sale

Sale price range $19.90–$20.675 per share Individual trade prices within reported sale

Net shares sold 202,368 shares Net-sell direction in transaction summary

Key Terms

weighted average price, beneficially own, pecuniary interests, disclaims beneficial ownership, +2 more

6 terms

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.

beneficially own financial

"the Reporting Persons may be deemed to beneficially own the securities reported herein"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interests financial

"to the extent of their respective direct or indirect pecuniary interests in the profits or capital accounts"

disclaims beneficial ownership financial

"each Reporting Person disclaims beneficial ownership of the securities reported herein"

Rule 16a-1(a)(4) regulatory

"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934"

Section 16 of the Exchange Act regulatory

"for purposes of Section 16 of the Exchange Act or otherwise"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 04:30 PM Accepted by SEC EDGAR 06/30/2026 - 04:29 PM Learn about SEC filing dates

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

X

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^*

TPG GP A, LLC

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2026		S		202,368	D	$20.1203(2)	3,765,054	I	See Explanation of Responses(1)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

TPG GP A, LLC

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

1. Name and Address of Reporting Person^*

WINKELRIED JON

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

Explanation of Responses:

1. Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the general partner of The Rise Fund Clearthought, L.P. ("TPG Rise Clearthought"), which directly holds 3,765,054 shares of Common Stock of CeriBell, Inc. (the "Issuer").

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.90 to $20.675 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. Because of the relationship between the Reporting Persons and TPG Rise Clearthought, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Rise Clearthought. Each of TPG Rise Clearthought and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Rise Clearthought's or such Reporting Person's pecuniary interest therein, if any.

4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Commission.

	/s/ Matthew White, Vice President, TPG GP A, LLC (5)	06/30/2026
	/s/ Gerald Neugebauer, on behalf of James G. Coulter (5) (6)	06/30/2026
	/s/ Gerald Neugebauer, on behalf of Jon Winkelried (5) (6)	06/30/2026
	** 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)

FAQ

What insider transaction did Ceribell (CBLL) disclose in this Form 4?

Ceribell reported that TPG Rise Clearthought, L.P. sold 202,368 shares of common stock in an open-market transaction. The weighted average sale price was $20.1203 per share, with trades executed between $19.90 and $20.675.

Who is TPG Rise Clearthought in relation to Ceribell (CBLL) shares?

TPG Rise Clearthought, L.P. is an investment limited partnership that directly holds Ceribell common stock. Entities owned by James G. Coulter and Jon Winkelried ultimately control it through several TPG-affiliated entities, giving them indirect economic interests in these shares.

How many Ceribell (CBLL) shares did TPG Rise Clearthought hold after the sale?

After selling 202,368 shares, TPG Rise Clearthought directly held 3,765,054 shares of Ceribell common stock. This post-transaction balance reflects its remaining position following the June 26, 2026 open-market sale reported in the Form 4.

At what prices were the Ceribell (CBLL) shares sold in this insider trade?

The filing states a weighted average sale price of $20.1203 per share. Individual trades occurred in multiple transactions at prices ranging from $19.90 to $20.675 per share, all within that disclosed price band.

Do the reporting persons claim full beneficial ownership of these Ceribell (CBLL) shares?

No. The reporting persons state they may be deemed to beneficially own the securities only to the extent of their direct or indirect pecuniary interests. They expressly disclaim beneficial ownership of any equity securities beyond those economic interests.

What kind of Form 4 transaction code was used for the Ceribell (CBLL) sale?

The transaction used code "S," which the filing describes as a sale in an open market or private transaction. Here, it reflects an open-market sale of Ceribell common stock by TPG Rise Clearthought, L.P. on June 26, 2026.