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

Rhea-AI Filing Summary

NeuroPace Inc's Chief Medical Officer, Martha Morrell, reported a tax-related share disposition. On February 20, 2026, 3,412 shares of common stock were withheld by the company at $14.34 per share to cover tax obligations from a restricted stock unit vesting. After this withholding, she directly owned 75,322 shares of NeuroPace common stock.

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)
02/20/2026

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	02/20/2026		F		3,412(1)	D	$14.34(1)	75,322	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 February 20, 2026 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

Remarks:

	/s/ Leah Akin, Attorney-in-Fact	02/23/2026
	** 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).
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FAQ

What insider transaction did NeuroPace (NPCE) report for Martha Morrell?

NeuroPace reported that Chief Medical Officer Martha Morrell had 3,412 common shares withheld on February 20, 2026. These shares were retained by the company to satisfy tax withholding obligations from a restricted stock unit vesting, rather than sold on the open market.

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

No, the Form 4 transaction was not an open-market sale. The 3,412 shares were withheld by NeuroPace to cover tax withholding obligations associated with a restricted stock unit vesting, a common non-cash method of satisfying tax liabilities on equity awards.

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

After the tax-withholding disposition, Martha Morrell directly holds 75,322 shares of NeuroPace common stock. This figure reflects her ownership following the company’s retention of 3,412 shares on February 20, 2026 to satisfy tax obligations from a restricted stock unit vesting.

What does transaction code "F" mean in the NeuroPace (NPCE) Form 4?

Transaction code “F” indicates a disposition of shares to pay an exercise price or tax liability. In this case, 3,412 NeuroPace shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of a restricted stock unit award granted to Martha Morrell.

Did Martha Morrell buy or sell NeuroPace (NPCE) shares in this filing?

She did not buy or sell shares in the usual market sense. The Form 4 reports a tax-withholding disposition, where 3,412 NeuroPace shares were withheld by the company to cover tax obligations on a vesting restricted stock unit, leaving her with 75,322 directly owned shares.