Was the NeuroPace (NPCE) CEO’s Form 4 transaction a share sale?

The transaction was not an open-market share sale. NeuroPace withheld 1,126 shares from Joel Becker to cover tax withholding obligations tied to a restricted stock unit vesting, as described in the footnote, rather than him choosing to sell shares in the market.

NeuroPace Inc (NPCE) CEO covers tax bill through share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NeuroPace Inc director and CEO Joel Becker had 1,126 shares of Common Stock withheld on May 27, 2026 to cover taxes from a restricted stock unit vesting. This was a tax-withholding disposition by the company rather than an open-market sale.

Following the withholding, Becker directly holds 141,691 shares of NeuroPace Common Stock. The transaction reflects routine tax treatment of equity compensation and does not represent a discretionary buy or sell decision in the market.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Becker Joel

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,126	$17.06	$19K

Holdings After Transaction: Common Stock — 141,691 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 1,126 shares Tax withholding share price: $17.06 per share Shares held after transaction: 141,691 shares

3 metrics

Shares withheld for taxes 1,126 shares Withheld on May 27, 2026 for RSU tax obligations

Tax withholding share price $17.06 per share Value assigned to withheld shares in Form 4

Shares held after transaction 141,691 shares Direct holdings of Joel Becker following withholding

Key Terms

restricted stock unit award, tax withholding obligations, tax-withholding disposition, Form 4

4 terms

restricted stock unit award financial

"in connection with the vesting of a restricted stock unit award"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

tax withholding obligations financial

"withheld by the Issuer ... to satisfy tax withholding obligations"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 04:42 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^*

Becker Joel

(Last)

(First)

(Middle)

C/O NEUROPACE INC.

455 N. BERNARDO AVENUE

(Street)

MOUNTAIN VIEW

CALIFORNIA

94043

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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	05/27/2026		F		1,126⁽¹⁾	D	$17.06⁽¹⁾	141,691	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)

Explanation of Responses:

1. Represents the number of shares withheld by the Issuer on May 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	05/28/2026
	** 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 did NeuroPace (NPCE) CEO Joel Becker report in this Form 4?

Joel Becker reported that 1,126 shares of NeuroPace Common Stock were withheld on May 27, 2026 to satisfy tax obligations from a restricted stock unit vesting. This is a routine administrative transaction, not an open-market trade or discretionary sale of shares.

How many NeuroPace (NPCE) shares does CEO Joel Becker hold after this filing?

After the tax-withholding transaction, Joel Becker directly holds 141,691 shares of NeuroPace Common Stock. This figure reflects his remaining position following the withholding of 1,126 shares used to satisfy tax obligations related to a restricted stock unit award vesting.

What is the price used for the NeuroPace (NPCE) tax-withholding shares?

The 1,126 shares withheld for taxes are reported at a price of $17.06 per share. This price is used in the Form 4 to calculate the value of shares delivered to satisfy tax withholding obligations from the restricted stock unit vesting event.

Does this NeuroPace (NPCE) Form 4 indicate insider buying or selling?

The Form 4 does not show insider buying or open-market selling. It records a tax-withholding disposition, where the issuer retained 1,126 shares from a restricted stock unit vesting to cover Joel Becker’s tax obligations, a common mechanism for equity compensation.