NPCE Form 4: Tax Withholding of 357 Shares for CMO Martha Morrell

Rhea-AI Filing Summary

NeuroPace insider reported a small share disposition tied to tax withholding on vested restricted stock units. The Form 4 shows Chief Medical Officer Martha Morrell had 357 shares withheld on 08/27/2025 at an effective price of $8.88 per share to satisfy tax obligations related to RSU vesting. After the withholding, Ms. Morrell beneficially owns 84,817 shares directly.

This is a routine, non-open-market disposition for tax purposes rather than an active sale; the filing was signed by an attorney-in-fact on 08/28/2025.

Insights

Securities Analyst

TL;DR: Routine tax-withholding on RSU vesting, immaterial to company valuation or control.

The Form 4 documents a non-market disposition of 357 shares to cover taxes upon RSU vesting, executed at $8.88 per share. Such withholdings are administrative and do not reflect a voluntary sale by the officer; ownership remains substantial at 84,817 shares. From a market-impact perspective this event is immaterial absent larger concurrent transactions.

Corporate Governance Expert

TL;DR: Compliance disclosure completed; no governance concerns indicated.

The report identifies Martha Morrell as Chief Medical Officer and confirms timely Section 16 reporting via Form 4 filed by one reporting person. The disposition is explained as tax withholding tied to RSU vesting, which is standard practice and does not signal a change in management stake or control. Documentation was signed by an attorney-in-fact on 08/28/2025.

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)
08/27/2025

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	08/27/2025		F		357(1)	D	$8.88	84,817	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 27, 2025 to satisfy tax withholding obligations in connection with the vesting of a restricted stock unit award.

	/s/ Leah Akin, Attorney-in-Fact	08/28/2025
	** 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 transaction did Martha Morrell report on Form 4 for NPCE?

The filing reports 357 shares were withheld on 08/27/2025 at an effective price of $8.88 per share to satisfy tax withholding related to vested RSUs.

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

After the withholding, the reporting person beneficially owns 84,817 shares directly.

Was this an open-market sale or a withholding for taxes?

This was a tax-withholding disposition tied to RSU vesting, not an open-market sale.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact, Leah Akin, on 08/28/2025.

What is the reporting person's role at NeuroPace (NPCE)?

The reporting person is listed as Chief Medical Officer and filed the Form 4 as one reporting person.