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

Ceribell Inc.'s President and CEO, Xingjuan Chao, exercised options and sold 25,000 shares of common stock for approximately $18.82 per share under a pre-arranged 10b5-1 trading plan.

Summary

• Xingjuan Chao, President and CEO, and Director of Ceribell, Inc., engaged in transactions on December 4, 2025.
• Exercised stock options to acquire 25,000 shares of common stock at an exercise price of $2.24 per share.
• Simultaneously sold 25,000 shares of common stock at a weighted average price of $18.82 per share, with individual sales ranging from $18.00 to $19.27.
• These transactions were conducted under a pre-arranged Rule 10b5-1 trading plan.
• Following these transactions, Chao directly owns 798,135 shares of common stock and indirectly owns 369,088 shares through the ACP 2021 Trust.
• Chao also retains 2,551 unexercised stock options.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can be perceived negatively, the execution under a 10b5-1 plan mitigates concerns about opportunistic selling. The transaction represents a planned liquidity event for the executive, realizing a significant gain on exercised options.

Positives

• The transactions were executed under a Rule 10b5-1 trading plan, indicating pre-planning and potentially reducing concerns about opportunistic insider selling.
• The exercise of options at $2.24 and subsequent sale at a weighted average of $18.82 indicates a significant profit for the insider on these specific shares.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived negatively by the market as it reduces the insider's direct equity stake.

Future Outlook

NA

Industry Context

This is an individual insider transaction and does not directly relate to broader industry trends or competitors, beyond the general context of executive compensation and liquidity management.

Related Party Transactions

• The reporting person, as a co-trustee of the ACP 2021 Trust, may be deemed to share beneficial ownership of 369,088 shares of common stock held by the trust, though beneficial ownership is disclaimed except for pecuniary interest.

Stakeholder Impact

• Shareholders: May view the insider sale with mixed feelings; some may see it as a negative signal, while others will recognize it as a pre-planned liquidity event under a 10b5-1 plan. The reduction in direct insider ownership is minor relative to total holdings.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Key Dates

Recommendation

The filing details a routine insider transaction (option exercise and sale) executed under a pre-arranged 10b5-1 plan. While insider selling can sometimes be a negative signal, the pre-planned nature mitigates immediate concerns about opportunistic behavior. The transaction itself does not provide new fundamental information about Ceribell's operational performance or future prospects. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while awaiting further company-specific news or financial results.

Keywords

Ceribell Inc., CBLL, Xingjuan Chao, Insider Trading, Form 4, Stock Option Exercise, Share Sale, 10b5-1 Plan, CEO, Director