NPCE Form 4: Director awarded 1,509 shares as compensation

Rhea-AI Filing Summary

NeuroPace director Kumar Rakhi received 1,509 shares of common stock as compensation on 09/19/2025 at a price of $9.94 per share. These shares were issued under the company’s non-employee director compensation policy in lieu of quarterly retainer fees, increasing the reporting person’s total beneficial ownership to 17,103 shares following the transaction.

The Form 4 reports this as a non-derivative acquisition and was filed as a single-person report. The disclosure identifies the transaction code as an issuance for compensation and states the reporting person’s relationship to the issuer as a director.

Positive

• Director ownership increased to 17,103 shares after the issuance, aligning director and shareholder interests
• Shares issued as compensation under the company’s non-employee director policy, indicating routine governance practice

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation issuance increases insider ownership modestly; no indication of open-market trading or unusual timing.

The Form 4 documents a standard non-employee director equity grant issued instead of cash retainer fees. Such issuances are common governance practices to align directors’ interests with shareholders and to conserve cash. The report shows a modest incremental stake resulting in 17,103 shares beneficially owned. Because the shares were compensation-based and not purchased on the open market, this filing does not signal a trading decision by the director and is typically treated as routine disclosure.

Securities Analyst

TL;DR: Small, compensatory share issuance with limited likely market impact given size and nature of the transaction.

The transaction recorded is an issuance of 1,509 common shares at $9.94 per share under the issuer’s director compensation policy. This increases insider holdings to 17,103 shares, a relatively small absolute holding absent additional context on total outstanding shares. The form classifies the event as a non-derivative acquisition for compensation purposes, which typically has limited informational content regarding the company’s operational prospects.

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
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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^*

Kumar Rakhi

(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		1,509(1)	A	$9.94	17,103	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 Kumar Rakhi report on NeuroPace (NPCE)?

The report discloses an acquisition of 1,509 common shares on 09/19/2025 at a price of $9.94 per share as director compensation.

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 person beneficially own after the transaction?

Following the reported transaction the reporting person beneficially owned 17,103 shares.

Was this Form 4 filed jointly or by one reporting person?

The form indicates it was filed by one reporting person.

Does the filing indicate open-market purchases or sales by the director?

No; the filing records an issuance for compensation, not an open-market purchase or sale.