How were Ceribell CRO’s performance metrics linked to the 3,500-share option vesting?

The 3,500 shares vested after partial satisfaction of 2025 performance metrics. The original performance-based award covered more post-split shares, and only the portion tied to 2025 goals was approved to vest by Ceribell’s Board on March 10, 2026.

Ceribell (CBLL) CRO sells 1,378 shares and gains 3,500-share option

Q: What are the terms of Joseph S. Manni’s new Ceribell stock option?

The option covers 3,500 shares at a $9.41 exercise price. It is a performance-based stock option tied to 2025 metrics, is fully vested as of March 15, 2026, currently exercisable, and carries an expiration date in 2034.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ceribell, Inc. Chief Revenue Officer Joseph S. Manni reported routine equity compensation activity and a small share sale. He sold 1,378 shares of Common Stock at $18.00 per share on May 21, 2026 to cover tax withholding obligations from vesting restricted stock units, and still holds 56,291 shares afterward.

Separately, he received a performance-based stock option covering 3,500 shares of Common Stock at an exercise price of $9.41 per share, tied to 2025 performance metrics. This option is fully vested as of March 15, 2026 and is currently exercisable, with an expiration date in 2034.

Insider Trade Summary

Net Seller: 1,378 shares ($24,804)

Net Sell 2 txns

Insider Manni Joseph S.

Role Chief Revenue Officer

Sold 1,378 shs ($25K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,378	$18.00	$25K
Grant/Award	Stock Option (Right to Buy)	3,500	$0.00	--

Holdings After Transaction: Common Stock — 56,291 shares (Direct, null); Stock Option (Right to Buy) — 3,500 shares (Direct, null)

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"). Represents a performance-based stock option previously granted to the Reporting Person by the Issuer on April 23, 2024 for an aggregate of 54,472 post-split shares (or 140,000 pre-split shares) of Common Stock, which is subject to annual performance-based vesting conditions for each of the fiscal years ending December 31, 2024, 2025, 2026, and 2027. The performance metrics for the 2024 fiscal year were not satisfied, resulting in the automatic cancellation of that portion of the award. On March 10, 2026, the Board of Directors determined that the performance metrics were partially satisfied for the 2025 fiscal year and approved the vesting of the option as to 3,500 post-split shares. The stock option is fully vested as of March 15, 2026 and is currently exercisable.

Key Figures

Shares sold: 1,378 shares Sale price: $18.00/share Shares held after sale: 56,291 shares +3 more

6 metrics

Shares sold 1,378 shares Common Stock sold on May 21, 2026

Sale price $18.00/share Price for 1,378 Common Stock shares sold

Shares held after sale 56,291 shares Direct Common Stock holdings post-transaction

Option shares granted 3,500 shares Performance-based stock option underlying Common Stock

Option exercise price $9.41/share Exercise price for performance-based stock option

Option expiration 2034-04-23 Expiration date of performance-based stock option

Key Terms

restricted stock units ("RSUs"), performance-based stock option, tax withholding obligations, post-split shares, +1 more

5 terms

restricted stock units ("RSUs") financial

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

performance-based stock option financial

"Represents a performance-based stock option previously granted to the Reporting Person by the Issuer on April 23, 2024"

tax withholding obligations financial

"These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units"

post-split shares financial

"for an aggregate of 54,472 post-split shares (or 140,000 pre-split shares) of Common Stock"

vesting conditions financial

"which is subject to annual performance-based vesting conditions for each of the fiscal years ending December 31, 2024, 2025, 2026, and 2027."

Vesting conditions are the rules that determine when someone earning company stock or stock options actually gains the right to keep or sell them, typically based on staying with the company for a set time or meeting performance targets. Think of it like keys that unlock gradually — some unlock by calendar date, others only after agreed milestones. Investors care because vesting shapes management incentives, the timing of share sales, and the number of shares that can enter the market, which can affect a company's valuation and ownership mix.

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 04:22 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

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 Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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)
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	05/21/2026		S		1,378⁽¹⁾	D	$18	56,291	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)
Stock Option (Right to Buy)	$9.41	03/10/2026		A		3,500⁽²⁾		⁽³⁾	04/23/2034	Common Stock	3,500	$0	3,500	D

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. Represents a performance-based stock option previously granted to the Reporting Person by the Issuer on April 23, 2024 for an aggregate of 54,472 post-split shares (or 140,000 pre-split shares) of Common Stock, which is subject to annual performance-based vesting conditions for each of the fiscal years ending December 31, 2024, 2025, 2026, and 2027. The performance metrics for the 2024 fiscal year were not satisfied, resulting in the automatic cancellation of that portion of the award. On March 10, 2026, the Board of Directors determined that the performance metrics were partially satisfied for the 2025 fiscal year and approved the vesting of the option as to 3,500 post-split shares.

3. The stock option is fully vested as of March 15, 2026 and is currently exercisable.

	/s/ Louisa Daniels, Attorney-in-Fact for Joseph S. Manni	05/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Ceribell (CBLL) report for Joseph S. Manni?

Ceribell’s CRO reported a small share sale and an option grant. He sold 1,378 Common Stock shares and received a fully vested performance-based stock option for 3,500 shares exercisable at $9.41 per share as part of his compensation.

Why did Ceribell CRO Joseph S. Manni sell 1,378 CBLL shares?

The 1,378-share sale was to cover tax withholding obligations. According to the disclosure, the shares were sold in connection with the vesting of restricted stock units, meaning this was a tax-related transaction rather than a discretionary portfolio sale.

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

After the reported sale, the CRO directly holds 56,291 shares. This remaining position shows that the 1,378 shares disposed of represent only a small portion of his overall direct Common Stock holdings at Ceribell.

What are the terms of Joseph S. Manni’s new Ceribell stock option?

The option covers 3,500 shares at a $9.41 exercise price. It is a performance-based stock option tied to 2025 metrics, is fully vested as of March 15, 2026, currently exercisable, and carries an expiration date in 2034.

Does the Ceribell Form 4 indicate routine compensation events for the CRO?

The filing shows routine compensation-related equity events. One transaction is a tax-withholding sale related to RSU vesting, while the other is a performance-based stock option vesting and grant, both common elements of executive pay structures.