NeuroPace (NPCE) CMO sells shares under Rule 10b5-1 trading plan

Rhea-AI Filing Summary

NeuroPace Inc’s chief medical officer Martha Morrell reported two recent stock transactions. On December 15, 2025, she completed an open-market sale of 25,000 shares of common stock at a weighted average price of $15.97 per share under a Rule 10b5-1 trading plan.

On March 3, 2026, 1,340 shares of common stock were withheld to cover tax obligations tied to the vesting of a restricted stock unit award, at a price of $13.83 per share. After these transactions, she directly held 48,624 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)
12/15/2025

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	12/15/2025		S(1)		25,000	D	$15.97(2)	49,964	D
Common Stock	03/03/2026		F		1,340(3)	D	$13.83	48,624	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.83 to $16.26, inclusive. The reporting person undertakes to provide the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form.

3. Represents the number of shares withheld by the Issuer on March 3, 2026 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

Remarks:

	/s/ Leah Akin, Attorney-in-Fact	03/04/2026
	** 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 transactions did NeuroPace (NPCE) report for Martha Morrell?

NeuroPace’s chief medical officer Martha Morrell reported an open-market sale of 25,000 common shares on December 15, 2025, and a separate 1,340-share tax-withholding disposition on March 3, 2026, related to a restricted stock unit vesting event.

How many NeuroPace (NPCE) shares did the CMO sell in the open market?

Martha Morrell sold 25,000 NeuroPace common shares in an open-market transaction on December 15, 2025. The filing notes a weighted average sale price of $15.97 per share, with individual trades occurring between $15.83 and $16.26, as disclosed in the footnote.

Was the NeuroPace (NPCE) insider sale under a Rule 10b5-1 plan?

Yes, the Form 4 states that the reported sales were executed under a pre-arranged Rule 10b5-1 trading plan. Such plans allow insiders to schedule trades in advance, helping separate personal trading decisions from day-to-day company developments and minimizing potential conflicts.

What is the 1,340-share transaction reported by NeuroPace (NPCE)?

The 1,340-share transaction on March 3, 2026, represents shares withheld by NeuroPace to satisfy tax withholding obligations. This occurred when a restricted stock unit award vested, meaning the shares were not sold on the market but retained to cover Morrell’s tax liabilities.

How many NeuroPace (NPCE) shares does the CMO own after these transactions?

Following the reported sale and tax-withholding disposition, Martha Morrell directly holds 48,624 shares of NeuroPace common stock. This figure reflects her remaining ownership after the 25,000-share open-market sale and the 1,340 shares withheld to cover tax obligations on the RSU vesting.

What were the price details of the NeuroPace (NPCE) insider sale?

The Form 4 lists a weighted average sale price of $15.97 per share for the 25,000 shares sold on December 15, 2025. A footnote explains these shares were sold in multiple trades between $15.83 and $16.26, with full pricing details available upon regulatory request.