Ceribell (CBLL) finance chief exercises stock options and sells shares

Rhea-AI Filing Summary

Ceribell, Inc. officer David Foehr reported option exercises and share sales in company stock. On February 3, 2026, he exercised options to buy 3,403 and 2,153 shares at $4.70 per share and then sold the same amounts at $20.00 per share under a prearranged Rule 10b5-1 trading plan.

After these transactions, Foehr directly owned 18,900 shares of Ceribell common stock and held stock options covering 59,598 and 57,445 shares. The option grant vests 25% on May 31, 2023, with the remainder vesting in 36 equal monthly installments.

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).

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^*

Foehr David

(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)
	Senior VP, Finance and PAO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2026		M(1)		3,403	A	$4.7	22,303	D
Common Stock	02/03/2026		S(1)		3,403	D	$20	18,900	D
Common Stock	02/03/2026		M(1)		2,153	A	$4.7	21,053	D
Common Stock	02/03/2026		S(1)		2,153	D	$20	18,900	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)	$4.7	02/03/2026		M(1)			3,403	(2)	06/23/2032	Common Stock	3,403	$0	59,598	D
Stock Option (Right to Buy)	$4.7	02/03/2026		M(1)			2,153	(2)	06/23/2032	Common Stock	2,153	$0	57,445	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 on September 4, 2025.

2. Twenty Five Percent (25%) of the shares subject to the option vest on May 31, 2023 and the remaining shares subject to the option vest in 36 successive, equal monthly installments thereafter, 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 David Foehr	02/05/2026
	** 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.

FAQ

What insider transaction did Ceribell (CBLL) officer David Foehr report?

David Foehr reported exercising stock options and selling Ceribell common shares. On February 3, 2026, he exercised options for 3,403 and 2,153 shares at $4.70, then sold those shares at $20.00 each under a Rule 10b5-1 trading plan.

How many Ceribell (CBLL) shares does David Foehr own after this Form 4?

After the reported trades, David Foehr directly held 18,900 shares of Ceribell common stock. He also retained stock options on 59,598 shares from one grant and 57,445 shares from another, reflecting remaining derivative holdings separate from his directly owned common shares.

At what prices did David Foehr exercise and sell Ceribell (CBLL) shares?

Foehr exercised Ceribell stock options at $4.70 per share and sold the resulting common shares at $20.00 per share. These paired transactions occurred on February 3, 2026, and were executed pursuant to an established Rule 10b5-1 trading plan.

What is the role of David Foehr at Ceribell (CBLL)?

David Foehr serves as Ceribell’s Senior Vice President, Finance and Principal Accounting Officer. His position makes him a reporting officer under SEC rules, requiring disclosure of his equity transactions in Ceribell stock through Form 4 insider trading reports.

Was the Ceribell (CBLL) insider sale under a Rule 10b5-1 plan?

Yes. The filing states the sales were made under a Rule 10b5-1 trading plan adopted on September 4, 2025. Such prearranged plans allow insiders to schedule trades in advance, helping separate personal trading decisions from later company developments.

How do David Foehr’s Ceribell (CBLL) stock options vest?

The option grant vests 25% of the underlying shares on May 31, 2023. The remaining 75% vests in 36 equal monthly installments thereafter, conditioned on Foehr’s continued employment or service relationship with Ceribell on each scheduled vesting date.