NeuroPace (NPCE) CMO has 358 shares withheld for RSU tax

Rhea-AI Filing Summary

NeuroPace Inc's chief medical officer reports a small share disposition tied to tax withholding. On February 27, 2026, 358 shares of common stock were withheld at $14.58 per share to satisfy tax obligations from a restricted stock unit vesting, rather than an open-market sale. Following this tax-withholding disposition, Martha Morrell directly held 74,964 shares of NeuroPace common stock.

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

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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^*

Morrell Martha

(Last) (First) (Middle)

C/O NEUROPACE INC.

455 N. BERNARDO AVENUE

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NeuroPace Inc [ NPCE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF MEDICAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		358(1)	D	$14.58(1)	74,964	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. Represents the number of shares withheld by the Issuer on February 27, 2026 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

Remarks:

	/s/ Leah Akin, Attorney-in-Fact	03/02/2026
	** 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.
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FAQ

What insider transaction did NeuroPace (NPCE) report for Martha Morrell?

NeuroPace reported a small tax-related share disposition by chief medical officer Martha Morrell. On February 27, 2026, 358 common shares were withheld to cover tax obligations from a restricted stock unit vesting, rather than sold in the open market.

How many NeuroPace (NPCE) shares were involved in the February 27, 2026 Form 4?

The Form 4 shows 358 NeuroPace common shares were withheld. These shares were retained by the company to satisfy tax withholding obligations when a restricted stock unit award vested, instead of Morrell receiving and then selling those shares for cash.

Was the NeuroPace (NPCE) Form 4 a market sale by the chief medical officer?

No, the Form 4 reflects tax withholding, not a market sale. Shares were withheld by NeuroPace to cover tax obligations from a restricted stock unit vesting, so it does not represent an open-market sell order executed by Martha Morrell.

What price per share was used for the NeuroPace (NPCE) tax-withholding disposition?

The transaction used a value of $14.58 per NeuroPace share. This price is applied for the 358 withheld shares to determine the tax withholding amount connected to the vesting of the restricted stock unit award on February 27, 2026.

How many NeuroPace (NPCE) shares does Martha Morrell hold after this Form 4 transaction?

After the tax-withholding disposition, Martha Morrell directly holds 74,964 NeuroPace common shares. This figure reflects her ownership following the 358 shares withheld by the company for tax obligations associated with the vesting restricted stock unit award.

What does transaction code F mean in the NeuroPace (NPCE) Form 4?

Transaction code F indicates shares were used to pay exercise price or taxes. In this case, NeuroPace withheld 358 common shares to satisfy tax withholding obligations from a restricted stock unit vesting for chief medical officer Martha Morrell.