NeuroPace (NPCE) CMO has 1,341 shares withheld for RSU tax

Rhea-AI Filing Summary

NeuroPace Inc’s Chief Medical Officer Martha Morrell reported a routine share transfer related to taxes rather than a market trade. On March 24, 2026, 1,341 shares of common stock were withheld by the company at $13.27 per share to cover tax obligations from the vesting of a restricted stock unit award. After this tax-withholding disposition, she directly holds 47,283 common shares, indicating she retains the substantial majority of her equity position. This event reflects standard tax treatment of equity compensation, not an open-market purchase or sale.

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

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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 CALIFORNIA 94043

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/24/2026		F		1,341(1)	D	$13.27(1)	47,283	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 24, 2026 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

Remarks:

	/s/ Leah Akin, Attorney-in-Fact	03/25/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

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

NeuroPace reported a tax-related share disposition by Chief Medical Officer Martha Morrell. The company withheld 1,341 common shares to satisfy tax obligations from a restricted stock unit vesting, rather than executing an open-market trade or discretionary sale of shares.

How many NeuroPace (NPCE) shares were involved in the tax withholding?

The tax withholding involved 1,341 shares of NeuroPace common stock. These shares were retained by the company to cover income tax obligations triggered when a restricted stock unit award vested on March 24, 2026, according to the Form 4 footnote disclosure.

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

The withheld NeuroPace shares were valued at $13.27 per share. This price is used for reporting the tax-withholding disposition on the Form 4 and reflects the value applied when the restricted stock unit award vested and taxes became due.

How many NeuroPace (NPCE) shares does Martha Morrell hold after the transaction?

After the tax-withholding disposition, Martha Morrell directly holds 47,283 NeuroPace common shares. This post-transaction balance shows she retains a significant equity position, with only a small portion of shares used to satisfy tax obligations from the RSU vesting.

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

No, the transaction was not an open-market sale. The Form 4 describes it as a tax-withholding disposition, where the issuer withheld 1,341 shares on March 24, 2026 to pay taxes due upon vesting of a restricted stock unit award.

What does a tax-withholding disposition mean for NeuroPace (NPCE) insiders?

A tax-withholding disposition means the company withholds shares to cover taxes when equity awards vest. For NeuroPace insiders like Martha Morrell, this is a routine, non-market event and does not represent a discretionary decision to buy or sell shares on the open market.