Form 4: Ceribell CEO Sells Shares Under 10b5-1 Plan

Ceribell Inc.'s President and CEO, Chao Xingjuan, exercised options and immediately sold 25,000 shares of common stock under a pre-arranged 10b5-1 trading plan.

Summary

• Chao Xingjuan, President and CEO of Ceribell, Inc., reported transactions on December 1, 2025.
• Exercised options to acquire 25,000 shares of common stock at an exercise price of $3.65 per share.
• Simultaneously sold 25,000 shares of common stock at a weighted average price of $16.59 per share, with individual sales ranging from $16.38 to $16.82.
• These transactions were conducted under a Rule 10b5-1 trading plan, indicating a pre-scheduled sale.
• Following these transactions, Chao Xingjuan directly owns 798,135 shares of common stock and indirectly owns 369,088 shares through the ACP 2021 Trust.
• Chao Xingjuan also holds 232,100 stock options with an exercise price of $3.65, which vest monthly from June 10, 2021, and expire on June 10, 2031.

Sentiment

Score: 6

Explanation: The transactions represent a pre-planned exercise of options and sale of shares by a key executive, indicating a personal financial event rather than a change in company outlook. The profitable nature of the exercise is positive for the executive, and the 10b5-1 plan mitigates concerns about opportunistic selling, leading to a neutral to slightly positive sentiment.

Positives

• The Reporting Person realized a significant gain by selling shares at a weighted average price of $16.59 after exercising options at $3.65.
• The transactions were executed under a Rule 10b5-1 trading plan, indicating a pre-scheduled sale rather than an immediate reaction to market conditions, which can mitigate concerns about opportunistic insider selling.

Negatives

• The President and CEO sold a notable number of shares, which could be interpreted by some investors as a lack of confidence, despite being part of a 10b5-1 plan.

Risks

• NA

Future Outlook

NA

Industry Context

NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Indirect beneficial ownership of 369,088 common shares through the ACP 2021 Trust, where the Reporting Person is a co-trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

Stakeholder Impact

• Shareholders may interpret the insider sale differently; some may view it as a negative signal, while others will recognize it as a planned liquidity event under a 10b5-1 plan.

Next Steps

• NA

Key Dates

Recommendation

The Form 4 filing details a pre-planned insider transaction (exercise of options and subsequent sale of shares) by the President and CEO. While insider selling can sometimes be a concern, the execution under a Rule 10b5-1 plan suggests a scheduled liquidity event rather than a reaction to new negative information. The significant profit realized by the executive from the option exercise is a positive for the individual but does not inherently change the investment thesis for the company. Without additional information on company performance or strategic direction, the filing alone does not warrant a change from a 'hold' position.

Keywords

Ceribell, CBLL, Form 4, insider trading, stock options, share sale, CEO, 10b5-1 plan, beneficial ownership