NeuroPace (NPCE) CFO receives RSU and stock option awards in Form 4 filing

Rhea-AI Filing Summary

NeuroPace Inc Chief Financial Officer Patrick F. Williams reported equity compensation awards consisting of restricted stock units and stock options. He received 16,820 shares of Common Stock as a grant, taking his directly held Common Stock to 68,670 shares after the award.

The grant is in the form of RSUs, each representing one share of common stock upon settlement, with 25% vesting on May 15, 2027 and the remainder vesting in 12 equal quarterly installments thereafter. He was also granted stock options for 44,800 shares at an exercise price of $15.36 per share, expiring on May 14, 2036, with 25% vesting on May 15, 2027 and the rest vesting in 36 equal monthly installments.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Williams Patrick F.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	44,800	$0.00	--
Grant/Award	Common Stock	16,820	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 44,800 shares (Direct, null); Common Stock — 68,670 shares (Direct, null)

Footnotes (1)

1. Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. 25% of the RSUs vest on May 15, 2027 and the remaining RSUs vest in twelve (12) equal quarterly installments thereafter. 25% of the shares subject to the option vest on May 15, 2027. The remaining shares subject to the option vest in thirty six (36) equal consecutive monthly installments thereafter.

Key Figures

RSU grant: 16,820 shares Shares owned after grant: 68,670 shares Stock options granted: 44,800 options +5 more

8 metrics

RSU grant 16,820 shares Common Stock represented by RSUs granted to CFO

Shares owned after grant 68,670 shares Common Stock directly held by CFO following RSU award

Stock options granted 44,800 options Options on Common Stock granted to CFO

Option exercise price $15.36 per share Conversion or exercise price for granted stock options

Option expiration May 14, 2036 Expiration date of stock option grant

Initial RSU vesting date May 15, 2027 25% of RSUs vest on this date

RSU remaining vesting pattern 12 quarterly installments Remaining RSUs vest in 12 equal quarterly installments

Option remaining vesting pattern 36 monthly installments Remaining option shares vest in 36 equal monthly installments

Key Terms

restricted stock unit, RSU, Stock Option (Right to Buy), vest, +1 more

5 terms

restricted stock unit financial

"Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

RSU financial

"Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) with an exercise price of $15.3600 per share was granted"

vest financial

"25% of the RSUs vest on May 15, 2027 and the remaining RSUs vest in twelve equal quarterly installments"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

exercise price financial

"conversion_or_exercise_price of 15.3600 indicates the exercise price of the stock option grant"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Form 4 Insider Transactions: What Each Field Means →

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^*

Williams Patrick F.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		A		16,820(1)	A	$0	68,670	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
Stock Option (Right to Buy)	$15.36	05/15/2026		A		44,800		(2)	05/14/2036	Common Stock	44,800	$0	44,800	D

Explanation of Responses:

1. Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. 25% of the RSUs vest on May 15, 2027 and the remaining RSUs vest in twelve (12) equal quarterly installments thereafter.

2. 25% of the shares subject to the option vest on May 15, 2027. The remaining shares subject to the option vest in thirty six (36) equal consecutive monthly installments thereafter.

	/s/ Leah Akin, Attorney-in-Fact	05/19/2026
	** 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)

FAQ

What did NeuroPace (NPCE) CFO Patrick Williams report in this Form 4?

NeuroPace CFO Patrick Williams reported equity compensation awards, not market trades. He received 16,820 RSU-based common shares and stock options for 44,800 shares, reflecting routine compensation rather than open-market buying or selling activity.

How many NeuroPace (NPCE) shares does the CFO hold after this grant?

After the equity grant, Patrick Williams directly holds 68,670 shares of NeuroPace common stock. This total includes the 16,820 shares received in the reported restricted stock unit award, highlighting his ongoing equity stake in the company.

What are the vesting terms of the NeuroPace (NPCE) RSU grant?

The RSU grant vests over several years. Twenty-five percent of the RSUs vest on May 15, 2027, with the remaining units vesting in twelve equal quarterly installments afterward, creating a long-term, time-based incentive for the CFO’s continued service.

What stock options were granted to the NeuroPace (NPCE) CFO?

Patrick Williams received stock options covering 44,800 shares of NeuroPace common stock. These options have a $15.36 exercise price and expire on May 14, 2036, giving him a long-dated opportunity to purchase shares if performance and conditions warrant.

How do the NeuroPace (NPCE) stock options vest for the CFO?

The stock options vest gradually over time. Twenty-five percent of the option shares vest on May 15, 2027, and the remaining shares vest in thirty-six equal consecutive monthly installments, aligning long-term incentives with the company’s future performance.

Are the NeuroPace (NPCE) CFO transactions open-market buys or sells?

The reported transactions are not open-market buys or sells. They are equity compensation grants of RSUs and stock options at no cash price per share, classified as acquisitions under code “A” for grant or award in the Form 4 instructions.