What caused the tax-withholding share disposition reported for NeuroPace (NPCE)?

The tax-withholding disposition resulted from the vesting of a restricted stock unit award. When the RSUs vested on May 27, 2026, NeuroPace withheld 358 shares to cover associated tax obligations, as described in the Form 4 footnote, rather than requiring a separate cash payment.

NeuroPace (NPCE) CMO has 358 shares withheld to cover RSU taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NeuroPace Inc chief medical officer Martha Morrell reported a routine tax-withholding transaction related to equity compensation. On May 27, 2026, 358 shares of common stock were withheld by the company to cover tax obligations triggered by the vesting of a restricted stock unit award. This was not an open-market sale. After this withholding, she directly held 52,385 shares of NeuroPace common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Morrell Martha

Role CHIEF MEDICAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	358	$17.06	$6K

Holdings After Transaction: Common Stock — 52,385 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 358 shares Implied share value: $17.06 per share Shares held after transaction: 52,385 shares +1 more

4 metrics

Shares withheld for taxes 358 shares Tax withholding on RSU vesting, May 27, 2026

Implied share value $17.06 per share Value used for tax-withholding disposition

Shares held after transaction 52,385 shares Direct NeuroPace common stock ownership after withholding

Tax-withholding transactions 1 transaction, 358 shares Summary of Form 4 tax-withholding activity

Key Terms

restricted stock unit award, tax withholding obligations, Common Stock, 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

"to satisfy tax withholding obligations in connection with the vesting"

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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 - 04:40 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^*

Morrell Martha

(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 MEDICAL 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		358⁽¹⁾	D	$17.06⁽¹⁾	52,385	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) chief medical officer Martha Morrell report in this Form 4 filing?

Martha Morrell reported that 358 NeuroPace common shares were withheld to cover tax obligations from a restricted stock unit vesting. This was a compensation-related tax-withholding event, not an open-market purchase or sale, and she continued to hold 52,385 shares afterward.

Was the NeuroPace (NPCE) Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. NeuroPace withheld 358 shares on May 27, 2026 to satisfy tax withholding obligations tied to a restricted stock unit vesting, a standard administrative step for equity compensation rather than a discretionary sale.

How many NeuroPace (NPCE) shares were involved in the tax withholding for Martha Morrell?

The filing shows 358 NeuroPace common shares were withheld at an indicated value of $17.06 per share. These shares were used solely to satisfy tax withholding requirements associated with a restricted stock unit award vesting on May 27, 2026.

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

After the tax-withholding disposition, Martha Morrell directly held 52,385 shares of NeuroPace common stock. This figure comes from the post-transaction ownership line in the Form 4 and reflects her remaining direct equity position following the withholding event.