Ceribell (CBLL) CTO sells shares to cover RSU taxes

Rhea-AI Filing Summary

Ceribell, Inc. (CBLL) reported an insider transaction by Chief Technology Officer Raymond Woo. On August 21, 2026, Woo sold 1,979 shares of common stock at $24.02 per share in a sale used to cover tax withholding obligations related to vesting restricted stock units. After this transaction, Woo directly held 194,729 shares of common stock, which includes 1,026 shares acquired under Ceribell's Employee Stock Purchase Plan on July 31, 2026.

Insider Trade Summary

Net Seller: 1,979 shares

Net Sell 1 txn

Insider Woo Raymond

Role Chief Technology Officer

Sold 1,979 shs ($48K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	1,979	$24.02	$48K

Holdings After Transaction: Common Stock — 194,729 shares (Direct)

Footnotes (2)

1. F1. These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
2. F2. Includes 1,026 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2026.

Key Figures

Shares sold: 1,979 shares Sale price per share: $24.02 per share Shares held after transaction: 194,729 shares +1 more

4 metrics

Shares sold 1,979 shares Common Stock sale on August 21, 2026 to cover tax withholding

Sale price per share $24.02 per share Price for the 1,979 shares of Common Stock sold on August 21, 2026

Shares held after transaction 194,729 shares Direct Common Stock ownership by Raymond Woo following the sale

Shares acquired under Employee Stock Purchase Plan 1,026 shares Shares acquired on July 31, 2026 under the Issuer's Employee Stock Purchase Plan, included in post-transaction holdings

Key Terms

restricted stock units ("RSUs"), tax withholding obligations, Employee Stock Purchase Plan

3 terms

restricted stock units ("RSUs") financial

"in connection with the vesting of restricted stock units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligations financial

"sold by the Reporting Person to cover tax withholding obligations"

Employee Stock Purchase Plan financial

"acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2026"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

What insider transaction did CBLL disclose for Raymond Woo on August 21, 2026?

Ceribell disclosed that Chief Technology Officer Raymond Woo sold 1,979 shares of common stock on August 21, 2026 at $24.02 per share, with the sale used to cover tax withholding obligations from vesting RSUs.

How many Ceribell (CBLL) shares does Raymond Woo hold after this Form 4 transaction?

After the reported transaction, Raymond Woo directly held 194,729 shares of Ceribell common stock. This total includes 1,026 shares acquired through the company’s Employee Stock Purchase Plan on July 31, 2026.

Was the CBLL insider sale by Raymond Woo related to a 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes do not state that the sale was made under a Rule 10b5-1 trading plan.

Why did Raymond Woo sell Ceribell (CBLL) shares in this Form 4 filing?

The footnote states the 1,979 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs), indicating the sale was for tax purposes associated with equity compensation.

What does the ESPP footnote in the CBLL Form 4 for Raymond Woo disclose?

A footnote explains that Woo’s post-transaction holdings include 1,026 shares acquired on July 31, 2026 under Ceribell’s Employee Stock Purchase Plan, which are part of his total 194,729 shares held after the sale.

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Available on EDGAR 08/25/2026 - 07:26 PM Accepted by SEC EDGAR 08/25/2026 - 07:25 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

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^*

Woo Raymond

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2026		S		1,979(1)	D	$24.02	194,729(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 1,026 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 2026.

	/s/ Louisa Daniels, Attorney-in-Fact for Raymond Woo	08/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)