NPCE Insider Filing: 1,337 Shares Withheld for Taxes from RSU Vesting

Rhea-AI Filing Summary

NeuroPace insider filing: Martha Morrell, listed as Chief Medical Officer and a director-level reporting person, reported a non-sale disposition on 09/03/2025. The form shows 1,337 shares of NeuroPace common stock were withheld by the issuer at a reported price of $9.36 to satisfy tax withholding related to the vesting of a restricted stock unit award. After that withholding, Morrell beneficially owns 83,480 shares as reported. The Form 4 was signed by an attorney-in-fact on 09/04/2025 and was filed as a single-person report.

Positive

• Insider retained substantial ownership: reporting person still beneficially owns 83,480 shares after the withholding
• Transaction was administrative: shares withheld by the issuer for tax purposes (transaction code F), not an open-market sale

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider tax withholding from RSU vesting; no open-market sale disclosed, so minimal immediate market impact.

The filing documents a common administrative transaction: 1,337 shares were withheld at $9.36 to cover tax obligations upon RSU vesting. This is coded as transaction type F, indicating a disposition by the issuer for tax withholding rather than an active sale into the market. The reporting person retains 83,480 shares after the transaction. From an investor perspective, this does not change ownership materially or signal a liquidity-driven disposition.

Corporate Governance Expert

TL;DR: Disclosure is complete for the event noted; it documents compensation-related withholding and proper Section 16 reporting.

The Form 4 clearly identifies the reporting person, relationship to the issuer (Chief Medical Officer), transaction date and the reason for the disposition (tax withholding on RSU vesting). The signature by an attorney-in-fact and inclusion of the F transaction code align with standard compliance practice. There is no indication of an executive-initiated sale or change in board-related holdings beyond the withholding.

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^*

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)
09/03/2025

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	09/03/2025		F		1,337(1)	D	$9.36	83,480	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 September 3, 2025 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

	/s/ Leah Akin, Attorney-in-Fact	09/04/2025
	** 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 did Martha Morrell report in the Form 4 for NeuroPace (NPCE)?

She reported that 1,337 shares were withheld by the issuer on 09/03/2025 to satisfy tax withholding from the vesting of a restricted stock unit award, leaving her with 83,480 shares.

Was the 09/03/2025 transaction a public sale of NPCE shares?

No. The transaction is coded F, indicating shares were withheld by the issuer for tax withholding, not sold in the open market.

What price is reported for the withheld shares?

$9.36 per share is listed as the price associated with the 1,337 shares withheld.

What is Martha Morrell's role at NeuroPace as listed on the form?

Chief Medical Officer and the form indicates she is a reporting person with the Officer box checked; the filing also shows director-related information.

Who signed the Form 4 and when was it signed?

Signed by Leah Akin, Attorney-in-Fact on 09/04/2025.