[Form 4] NeuroPace Inc Insider Trading Activity

Rhea-AI Filing Summary

NeuroPace insider shares issued to director as compensation. Director Uri Geiger was issued 1,194 shares of NeuroPace common stock on 09/19/2025 at a reported per-share value of $9.94 under the company's non-employee director compensation policy in lieu of a quarterly cash retainer. After the issuance, Mr. Geiger directly beneficially owns 13,230 shares. He also reports indirect beneficial ownership of 4,432,948 shares held by Accelmed Partners II LP, for which he states sole voting and dispositive power via his role as managing partner of the general partner entities.

Positive

• Clear disclosure of both direct (13,230 shares) and significant indirect ownership (4,432,948 shares) provides transparency about insider control
• Director compensation issued in equity (1,194 shares) aligns board interests with shareholders and was disclosed as issued under the non-employee director policy
• No dispositions or derivative exercises reported, indicating the transaction was issuance-only and routine

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received equity compensation; disclosure clarifies direct and substantial indirect holdings, supporting transparency around insider control.

The Form 4 shows a routine equity grant to a non-employee director: 1,194 shares issued in lieu of quarterly cash retainer at a reported price of $9.94. The filing clearly discloses direct ownership post-transaction (13,230 shares) and substantial indirect ownership through Accelmed Partners II LP (4,432,948 shares) with a described chain of entities and asserted sole voting/dispositive power. This level of disclosure is useful for investors assessing board alignment and control concentration. No derivative transactions or dispositions are reported.

Securities Analyst

TL;DR: Transaction is compensatory and routine; indirect stake is large but already disclosed, so no new material change to capital structure.

The reported issuance appears to be standard director compensation rather than an open-market purchase or sale: a small share grant (1,194 shares) valued at $9.94 each. The much larger indirect position (4.43 million shares) is held via a venture/partnership vehicle and the reporting person asserts control. From an investor-impact perspective, the grant minimally dilutes outstanding shares and primarily serves to align the director with shareholder interests. The filing contains adequate entity-level disclosure to trace indirect control.

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
Estimated average burden
hours per response:			0.5

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^*

Geiger Uri

(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		1,194(1)	A	$9.94	13,230	D
Common Stock								4,432,948	I	See footnote(2)

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.

2. Shares are held by Accelmed Partners II LP. Accelmed Partners II, LLC ("Accelmed LLC") is the general partner of Accelmed Partners II GP, L.P., which is the general partner of Accelmed Partners II LP. The Reporting Person is the managing partner of Accelmed LLC and has sole voting and dispositive power with respect to the shares held by Accelmed Partners II LP.

	/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 shares did NeuroPace director Uri Geiger receive on 09/19/2025 (NPCE)?

He was issued 1,194 shares of common stock on 09/19/2025 at a reported per-share value of $9.94 under the company's non-employee director compensation policy.

How many NeuroPace shares does Uri Geiger beneficially own after the Form 4 filing?

Following the reported transaction, Mr. Geiger directly beneficially owns 13,230 shares and indirectly beneficially owns 4,432,948 shares held by Accelmed Partners II LP.

Why are shares held indirectly by Accelmed Partners II LP attributed to Uri Geiger?

The filing states Mr. Geiger is the managing partner of Accelmed LLC (the general partner chain) and "has sole voting and dispositive power" over the shares held by Accelmed Partners II LP.

Was this Form 4 transaction a sale or a derivative exercise?

No. The Form 4 reports an issuance (A) of common stock; there are no sales, dispositions, or derivative exercises listed.

Was the issuance part of a cash retainer replacement or a market purchase?

The shares were issued in lieu of quarterly retainer fees under the issuer's non-employee director compensation policy, not purchased on the open market.