Form 4: Ceribell CEO Sells Shares Under Pre-Arranged Plan

Ceribell, Inc.'s President and CEO, Xingjuan Chao, executed pre-planned sales of common stock and exercised options on February 4, 2026.

Summary

• Xingjuan Chao, President and CEO and Director of Ceribell, Inc. (CBLL), reported multiple transactions on February 4, 2026.
• Transactions included the exercise of stock options to acquire 1,446 shares and 23,554 shares of common stock at an exercise price of $4.7 per share.
• Simultaneously, Chao sold 14,000 shares, 1,446 shares, and 23,554 shares of common stock at a weighted average price of $20.16 per share, with prices ranging from $19.87 to $20.61.
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on September 12, 2025.
• Following these transactions, Chao directly beneficially owns 727,248 shares of common stock and indirectly owns 369,088 shares through the ACP 2021 Trust.
• Chao also holds 295,940 and 195,693 stock options directly, with vesting schedules tied to continued employment.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as the insider sales were pre-planned under a Rule 10b5-1 trading plan, which typically reduces the negative signaling effect of insider selling.

Positives

• Exercise of stock options at a significantly lower price ($4.7) compared to the sale price ($20.16), indicating a profitable transaction for the insider.

Negatives

• Significant sales of common stock by a key executive (President and CEO, Director) totaling 39,000 shares.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider sales executed under a pre-arranged Rule 10b5-1 trading plan are a common practice for executives to manage personal finances and diversify holdings. Such sales are generally viewed with less concern by the market compared to unscheduled sales, as they are not typically indicative of new, negative material non-public information.

Related Party Transactions

• The reporting person is a co-trustee of the ACP 2021 Trust, which indirectly holds 369,088 shares of common stock. The reporting person disclaims beneficial ownership except to the extent of her pecuniary interest.

Stakeholder Impact

• Shareholders may note the insider selling, but the pre-planned nature under a Rule 10b5-1 plan mitigates concerns about the sales being based on new, negative information.

Key Dates

Recommendation

The insider transactions, while involving significant sales, were executed under a pre-arranged Rule 10b5-1 trading plan, which suggests the sales are not based on new, non-public information. This typically makes the event less indicative of future stock performance, warranting a 'hold' recommendation.

Keywords

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