NeuroPace Strengthens Executive Team with Major CFO Equity Grant

Rhea-AI Filing Summary

NeuroPace CFO Patrick F. Williams received significant equity compensation on June 20, 2025, consisting of two main components:

Restricted Stock Units (RSUs):

• 51,850 RSUs granted at $0 cost
• Vesting schedule: 25% vests on June 20, 2026, remaining vests quarterly over 3 years

Stock Options:

• 87,950 options granted with strike price of $10.41
• 10-year term, expiring June 19, 2035
• Same vesting schedule as RSUs: 25% after one year, then quarterly over 3 years

This compensation package demonstrates NeuroPace's strategy to align executive interests with long-term shareholder value through equity incentives with extended vesting periods.

Positive

• CFO Patrick Williams received significant equity compensation package: 51,850 RSUs and 87,950 stock options at $10.41 exercise price, demonstrating long-term retention strategy and alignment with shareholder interests

Negative

• None.

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^*

Williams Patrick F.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		A		51,850(1)	A	$0	51,850	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
Stock Option (Right to Buy)	$10.41	06/20/2025		A		87,950		(2)	06/19/2035	Common Stock	87,950	$0	87,950	D

Explanation of Responses:

1. Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. 25% of the RSUs vest on June 20, 2026 and the remaining RSUs vest in twelve (12) equal quarterly installments thereafter.

2. 25% of the shares subject to the option vest on June 20, 2026. The remaining shares subject to the option vest in twelve (12) equal quarterly installments thereafter.

	/s/ Leah Akin, Attorney-in-Fact	06/24/2025
	** 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 stock options did NPCE's CFO Patrick Williams receive on June 20, 2025?

NPCE's CFO Patrick Williams received stock options to purchase 87,950 shares of common stock at an exercise price of $10.41 per share. The options begin vesting on June 20, 2026 with 25% of shares, followed by twelve equal quarterly installments. The options expire on June 19, 2035.

How many restricted stock units (RSUs) were granted to NPCE's CFO in June 2025?

Patrick Williams, NPCE's CFO, was granted 51,850 restricted stock units (RSUs) on June 20, 2025. The RSUs vest 25% on June 20, 2026, with the remaining RSUs vesting in twelve equal quarterly installments thereafter.

What is the vesting schedule for NPCE CFO's June 2025 equity grants?

Both the stock options and RSUs granted to NPCE's CFO follow the same vesting schedule: 25% vests on June 20, 2026 (the first anniversary), and the remaining 75% vests in twelve equal quarterly installments thereafter.

What was the total value of NPCE CFO Patrick Williams' June 2025 equity compensation?

The Form 4 shows Patrick Williams received 51,850 RSUs and 87,950 stock options. The RSUs were granted at $0, while the stock options have an exercise price of $10.41 per share. The total market value would depend on NPCE's stock price at the time of grant, which is not disclosed in this filing.