NPCE Insider Filing: RSU Tax Withholding and ESPP Purchase Disclosed

Rhea-AI Filing Summary

NeuroPace Inc. (NPCE) reporting person Martha Morrell, Chief Medical Officer, filed a Form 4 disclosing transactions on 08/20/2025. The filing shows 3,052 shares of Common Stock were disposed at a price of $8.66 each; the form explains these shares were withheld by the issuer to satisfy tax withholding on the vesting of a restricted stock unit award. After the transaction, the reporting person beneficially owned 85,174 shares (the filing reports this as a disposition entry). The filing also notes an acquisition of 2,283 shares pursuant to the NeuroPace, Inc. 2021 Employee Stock Purchase Plan. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person and lists Mountain View, CA as the reporting person’s address.

Positive

• Participation in ESPP: reporting person acquired 2,283 shares under the NeuroPace 2021 Employee Stock Purchase Plan, indicating use of employee purchase benefits.
• Transparent disclosure: Filing includes an explicit explanation that 3,052 shares were withheld to satisfy tax withholding on RSU vesting, meeting SEC reporting requirements.

Negative

• Reduction in reported beneficial ownership: 3,052 shares were disposed (withheld) on 08/20/2025, which decreased the reporting person’s direct holdings.
• Disposition price disclosed: The shares withheld correspond to a price of $8.66, showing a monetized tax event rather than retention of all vested shares.

Insights

Securities Analyst

Routine tax-withholding and employee purchase; limited market impact.

The Form 4 discloses a customary withholding of 3,052 shares at $8.66 to satisfy tax obligations tied to RSU vesting, and a separate ESPP acquisition of 2,283 shares. These actions are internal compensation and employee-share-plan mechanics rather than open-market sales, and the filing does not indicate any additional planned dispositions. The net changes are modest in absolute share count versus typical institutional holdings and present no new operational or governance signals in this filing alone.

Corporate Governance Expert

Insider disclosure meets Section 16 mechanics; no governance concerns disclosed.

The statement is a standard Section 16 report: it identifies the reporting person as an officer (Chief Medical Officer) and details withholding to cover tax on vested RSUs plus shares acquired under the ESPP. The filing is signed via attorney-in-fact and includes the required explanation lines. There are no indicia of unusual timing, related-party transactions, or changes in control noted in this filing.

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^*

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)
08/20/2025

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	08/20/2025		F		3,052(1)	D	$8.66	85,174(2)	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 August 20, 2025 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

2. Includes 2,283 shares acquired pursuant to the NeuroPace, Inc. 2021 Employee Stock Purchase Plan.

	/s/ Leah Akin, Attorney-in-Fact	08/22/2025
	** 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 transactions did Martha Morrell report on Form 4 for NPCE?

The Form 4 reports that 3,052 shares of Common Stock were disposed on 08/20/2025 at a price of $8.66 (withheld to satisfy tax on RSU vesting), and 2,283 shares were acquired under the 2021 Employee Stock Purchase Plan.

Why were 3,052 shares disposed according to the filing?

The filing states those 3,052 shares were withheld by the issuer on August 20, 2025 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 shows 85,174 shares beneficially owned following the reported transaction(s).

Was the Form 4 signed by the reporting person?

The filing is signed on behalf of the reporting person by an attorney-in-fact, /s/ Leah Akin, dated 08/22/2025.

Does the Form 4 indicate any unusual or non-routine transactions?

No. The filing describes routine compensation-related withholding for taxes on RSU vesting and a participation in the company ESPP; no unusual transactions are disclosed.