NeuroPace (NPCE) CEO reports 5,023-share tax-withholding disposition on RSU vesting

Rhea-AI Filing Summary

NeuroPace Inc’s CEO Joel Becker reported a tax-related share withholding. On March 3, 2026, 5,023 shares of common stock were disposed of at $13.83 per share to satisfy tax withholding obligations tied to a restricted stock unit vesting. After this withholding, Becker directly owns 96,937 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^*

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)
03/03/2026

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	03/03/2026		F		5,023(1)	D	$13.83(1)	96,937	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 March 3, 2026 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

Remarks:

	/s/ Leah Akin, Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NeuroPace (NPCE) report for CEO Joel Becker?

NeuroPace reported that CEO Joel Becker had 5,023 shares withheld on March 3, 2026 to cover tax obligations from a restricted stock unit vesting. This is a tax-withholding disposition, not an open-market purchase or sale of shares.

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

The transaction involved 5,023 shares of NeuroPace common stock withheld by the company. These shares satisfied tax withholding obligations when a restricted stock unit award vested, rather than reflecting a discretionary trade on the open market by the CEO.

At what price were Joel Becker’s NeuroPace (NPCE) shares valued for the tax withholding?

The withheld shares were valued at $13.83 per share for the tax-withholding disposition. This price is used to calculate the value of shares applied to satisfy tax obligations when the restricted stock unit award vested on March 3, 2026.

How many NeuroPace (NPCE) shares does CEO Joel Becker own after this transaction?

After the tax-related disposition, Joel Becker directly owns 96,937 shares of NeuroPace common stock. This figure reflects his beneficial holdings following the withholding of 5,023 shares to cover tax obligations on a vested restricted stock unit award.

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

No. The Form 4 describes a tax-withholding disposition coded “F,” where 5,023 shares were withheld by NeuroPace to meet tax obligations from an RSU vesting. It does not represent a voluntary open-market sale by CEO Joel Becker.

What does transaction code F mean in NeuroPace (NPCE) CEO’s Form 4?

Transaction code F indicates payment of exercise price or tax liability using shares. For Joel Becker, 5,023 shares were withheld by NeuroPace on March 3, 2026 to satisfy tax withholding obligations from a restricted stock unit vesting event.