[Form 4] NeuroPace Inc Insider Trading Activity

Rhea-AI Filing Summary

NeuroPace director Frank M. Fischer acquired 2,389 shares of NeuroPace common stock on 09/19/2025 at a price of $9.94 per share. The Form 4 reports that these shares were issued to Mr. Fischer pursuant to the issuer's non-employee director compensation policy in lieu of quarterly retainer fees. After the reported transaction, the filing shows Mr. Fischer beneficially owns 591,920 shares. The Form 4 is a single-reporting-person filing and lists the reporting person as a company director.

Positive

• 2,389 shares issued under the non-employee director compensation policy, showing the company uses equity to conserve cash and align directors with shareholders
• Post-transaction beneficial ownership of 591,920 shares for the reporting director, indicating significant insider stake

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine equity compensation for a director, aligning pay with shareholder ownership rather than cash retainers.

This Form 4 documents a customary equity grant issued under the company's non-employee director compensation policy. Issuing shares in lieu of cash retainers is a common governance practice to align director incentives with long-term shareholder value. The disclosed post-transaction beneficial ownership of 591,920 shares indicates meaningful insider exposure to company equity, supporting alignment with shareholder interests.

Securities Analyst

TL;DR: Small, routine issuance with no disclosed exercise or derivative activity; limited market impact.

The transaction is a straight non-derivative issuance of 2,389 common shares at $9.94 as compensation, not an open-market purchase or option exercise. There are no derivative securities reported on this Form 4. Given the size of the grant relative to the reported beneficial ownership, this appears procedural and unlikely to be material to valuation or capital structure by itself.

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^*

Fischer Frank M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		A		2,389(1)	A	$9.94	591,920	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. These shares were issued to the Reporting Person pursuant to the Issuer's non-employee director compensation policy in lieu of quarterly retainer fees.

	/s/ Leah Akin, Attorney-in-Fact	09/22/2025
	** 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 transaction did Frank M. Fischer report on the Form 4 for NPCE?

He acquired 2,389 shares of NeuroPace common stock on 09/19/2025 at a price of $9.94 per share, reported on a Form 4.

Why were the shares issued to the reporting person?

The shares were issued pursuant to the issuer's non-employee director compensation policy in lieu of quarterly retainer fees.

How many NeuroPace shares does the reporting director beneficially own after the transaction?

591,920 shares are reported as beneficially owned following the transaction.

Did the Form 4 report any derivative securities or option exercises by the reporting person?

No. Table II for derivative securities shows no entries; the filing reports only a non-derivative issuance of common stock.

Was this Form 4 filed jointly or by a single reporting person?

It was filed by one reporting person.