NeuroPace NPCE insider updates holdings after RSU tax withholding

Rhea-AI Filing Summary

NeuroPace, Inc. (NPCE) chief medical officer Form 4 filing reports an automatic share withholding related to equity compensation. On 11/20/2025, 3,051 shares of common stock were withheld by the company at a price of $13.50 per share to cover tax obligations tied to the vesting of a restricted stock unit award. After this tax withholding event, the reporting officer beneficially owned 80,429 shares of NeuroPace common stock directly.

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^*

Morrell Martha

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		F		3,051(1)	D	$13.5	80,429	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. Represents the number of shares withheld by the Issuer on November 20, 2025 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

	/s/ Leah Akin, Attorney-in-Fact	11/24/2025
	** 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).
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FAQ

What did NeuroPace (NPCE) report in this Form 4 filing?

The filing reports that the chief medical officer had 3,051 shares of NeuroPace common stock withheld on 11/20/2025 to satisfy tax obligations from a restricted stock unit vesting, leaving 80,429 shares beneficially owned directly.

Who is the reporting person in the NeuroPace (NPCE) Form 4?

The reporting person is an officer of NeuroPace, Inc. serving as the Chief Medical Officer, who reports changes in beneficial ownership of NPCE common stock.

How many NeuroPace (NPCE) shares were withheld for taxes in this transaction?

A total of 3,051 shares of NeuroPace common stock were withheld by the issuer on 11/20/2025 to cover tax withholding obligations associated with a restricted stock unit vesting.

What price per share was used for the NeuroPace tax withholding?

The shares were withheld at a price of $13.50 per share in connection with the tax withholding for the restricted stock unit vesting.

How many NeuroPace (NPCE) shares does the officer own after this Form 4 transaction?

Following the tax withholding transaction, the officer beneficially owned 80,429 shares of NeuroPace common stock directly.

Was this NeuroPace (NPCE) Form 4 transaction a sale on the open market?

No. The explanation states that the 3,051 shares represent shares withheld by NeuroPace on 11/20/2025 to satisfy tax withholding obligations for a restricted stock unit vesting, rather than an open-market sale.

What type of security is involved in this NeuroPace (NPCE) Form 4?

The filing involves common stock of NeuroPace, Inc., affected by share withholding related to a restricted stock unit award.