NeuroPace (NPCE): Insider Withholding 1,126 Shares at $8.88

Joel Becker, Chief Executive Officer and director of NeuroPace Inc. (NPCE), reported a non-discretionary share disposal on 08/27/2025.

Rhea-AI Filing Summary

Joel Becker, Chief Executive Officer and director of NeuroPace Inc. (NPCE), reported a non-discretionary share disposal on 08/27/2025. The filing shows 1,126 shares were withheld by the issuer at an effective price of $8.88 to satisfy tax withholding tied to the vesting of a restricted stock unit award. After this withholding, Becker beneficially owns 104,212 shares, held directly. The form was signed by an attorney-in-fact on 08/28/2025 and records the transaction as a routine tax-withholding disposition related to equity compensation.

Insights

Financial Analyst

TL;DR: Routine tax-withholding share disposal from RSU vesting; immaterial to company financials.

The 1,126-share disposition at $8.88 is a standard administrative action to satisfy tax obligations from vested restricted stock units. The size of the transaction relative to the total outstanding shares is not provided, and the filing shows no sales into the market or transfers beyond withholding. This activity does not indicate change in insider confidence or a broader liquidity event.

Corporate Governance Expert

TL;DR: Filing reflects compliance with Section 16 reporting and common equity compensation mechanics.

The Form 4 documents the issuer withholding shares to cover taxes upon RSU vesting, a common practice. Reporting by an attorney-in-fact and timely disclosure (transaction 08/27/2025, filing signed 08/28/2025) suggests proper procedural adherence. There are no indications of policy breaches or unusual related-party transactions in the record provided.

Insider Trade Summary

Exercise Price or Tax Liability: 1,126 shares

Exercise Price or Tax Liability 1 txn

Insider Becker Joel

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,126	$8.88	$10K

Holdings After Transaction: Common Stock — 104,212 shares (Direct)

Footnotes (1)

1. F1. 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.

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Accepted by SEC EDGAR 08/28/2025 - 04:15 PM Learn about SEC filing dates

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^*

Becker Joel

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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		1,126(1)	D	$8.88	104,212	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).
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