NeuroPace (NPCE) CEO covers RSU taxes through 1,126-share withholding

Rhea-AI Filing Summary

NeuroPace CEO Joel Becker reported a tax-related share withholding tied to a restricted stock unit vesting. On February 27, 2026, 1,126 shares of common stock were withheld by the company at $14.58 per share to cover tax obligations. After this tax-withholding disposition, Becker directly owned 101,960 shares.

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^*

Becker Joel

(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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		1,126(1)	D	$14.58(1)	101,960	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 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	03/02/2026
	** 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) CEO Joel Becker report?

Joel Becker reported a tax-withholding disposition of 1,126 NeuroPace common shares. The shares were withheld by the company on February 27, 2026 to satisfy tax obligations from a restricted stock unit vesting, rather than sold in an open-market transaction.

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

The transaction was not an open-market sale. It was a tax-withholding disposition, where 1,126 shares were withheld by NeuroPace to cover tax obligations arising from a restricted stock unit vesting on February 27, 2026.

How many NeuroPace (NPCE) shares were involved in Joel Becker’s tax withholding?

A total of 1,126 NeuroPace common shares were withheld for taxes. These shares were used to satisfy Becker’s tax obligations connected to the vesting of a restricted stock unit award on February 27, 2026, and were not part of a discretionary stock sale.

What is Joel Becker’s NeuroPace (NPCE) share ownership after the Form 4 event?

Following the tax-withholding disposition, Joel Becker directly owned 101,960 NeuroPace common shares. This figure reflects his direct holdings after 1,126 shares were withheld by the company to cover tax obligations tied to a restricted stock unit vesting.

At what price were the withheld NeuroPace (NPCE) shares valued for taxes?

The 1,126 withheld NeuroPace shares were valued at $14.58 per share. This value was used in connection with the February 27, 2026 tax-withholding disposition tied to the vesting of a restricted stock unit award for CEO Joel Becker.